Gansu Engineering Consulting Group Co.Ltd(000779)
2021 annual performance report of independent directors of the seventh board of directors
Gansu Engineering Consulting Group Co.Ltd(000779) all shareholders:
Recommended by all shareholders and shareholders’ representatives, we performed our duties as independent directors of the seventh board of directors of Gansu Engineering Consulting Group Co.Ltd(000779) (hereinafter referred to as “the company”) in accordance with the provisions and requirements of relevant laws, regulations and rules, such as the company law, the guiding opinions on the establishment of independent directors in listed companies, the guidelines for the standardized operation of listed companies, the articles of association of the company, the working system of independent directors of the company and so on, We earnestly performed the duties of independent directors, fully exercised the functions and powers of independent directors, exercised the rights conferred by the company with diligence and prudence, listened to the company’s production and operation reports, paid attention to the financial situation and corporate governance, issued independent opinions on major matters in the company’s business decisions, and effectively safeguarded the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
1、 Attendance at meetings
During the reporting period, the company held 9 board meetings and 5 general meetings of shareholders. As an independent director, we have carefully reviewed all proposals submitted to the board of directors and the general meeting of shareholders, actively participated in the discussion of proposals and put forward opinions and suggestions. In 2021, our attendance at the meeting is as follows: attendance at the board of directors
Attendance of independent directors at the board of directors
During the reporting period, independent directors should attend the entrusted meetings on site by means of communication. Are there two consecutive names? Number of times to attend the board meeting plus number of times. Number of times not to attend the meeting in person plus number of times
Wan Hongbo 9 7 2 0 0 no
Li Zongyi 9 7 2 0 0 0 no
Wang Jingui 9 7 2 0 0 no
Independent directors attend the general meeting of shareholders as nonvoting delegates 5
frequency
(II) work of the special committees of the board of directors
During the reporting period, we conscientiously performed our duties in various special committees, fully communicated with certified public accountants in the Audit Committee on the annual report audit process, put forward relevant suggestions on internal control audit, and reviewed the company’s regular reports, appointment of annual audit institutions and other matters; In the nomination committee, carefully review the qualifications of directors of the company; In the remuneration and assessment committee, the lifting of restrictions on sales during the first lifting period of the equity incentive plan in 2019 was considered.
The appointment of independent directors in each committee is shown in the following table (★ is the chairman and ☆ is the member):
Name: strategic investment of the remuneration and assessment Nomination Committee of the audit committee
Committee committee
Wan Hongbo 7th ☆★☆☆
Lizongyi’s seventh session ★☆——
Wang Jingui 7th ☆☆★——
(III) independent opinions in 2021
During the reporting period, we carefully considered the proposals submitted to the board of directors for deliberation, independently and impartially exercised our voting rights with a rigorous attitude, and expressed independent opinions on major issues. The details are shown in the table below:
Time of publication and type of opinions
Independent opinions on relevant matters agreed at the 19th meeting of the seventh board of directors on March 11, 2021
On April 15, 2021, the independent opinions on 2020 annual report and other related matters were agreed
On August 19, 2021, special instructions and independent opinions on the occupation of agreed funds by the controlling shareholders and other related parties of the company and the external guarantee of the company in the semi annual report of 2021
On August 31, 2021, the independent opinions on relevant proposals of the 24th Meeting of the seventh board of directors were agreed
On November 22, 2021, the independent opinions on relevant matters of the 26th meeting of the seventh board of directors were agreed
Independent opinions on relevant matters of the 27th meeting of the seventh board of directors on December 6, 2021
3、 Work done in protecting the legitimate rights and interests of public shareholders
(I) daily work
As an independent director of the company, he actively performs his duties. For the proposals that need to be considered by the board of directors, he carefully reviews the relevant materials in advance, deeply understands the relevant proposals, ensures the independent, prudent and objective exercise of voting rights, and effectively protects the legitimate rights and interests of the company and the majority of investors. In their daily work, they can seriously study the laws and regulations issued by the CSRC and Shenzhen Stock Exchange, improve their ability to perform their duties, and effectively improve their ability to protect the interests of the company and investors. On this basis, continue to pay attention to the company’s information disclosure, effectively supervise and verify the company’s information disclosure, ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, and ensure that all shareholders have equal access to information; Require the company to strengthen voluntary information disclosure; We have effectively safeguarded the legitimate rights and interests of shareholders, especially public shareholders. And continue to pay attention to the media reports on the company and feed back relevant information to the company in time.
(II) supervision of corporate governance activities
During the reporting period, by attending the board of directors and the general meeting of shareholders on time, supervising the decision-making process, and cautiously expressing voting opinions and independent opinions, we ensured the corporate governance structure with clear rights and responsibilities, different duties, coordination and operation, and strong checks and balances among the general meeting of shareholders, the board of directors, the board of supervisors and the management, and ensured that the “three meetings and one layer” exercised their decision-making power, executive power and supervision power according to law.
(III) implement the protection of the legitimate rights and interests of public shareholders
As independent directors, in strict accordance with the administrative measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, we urge the company to continuously improve and effectively implement the information disclosure management system and the insider information registration management system, so as to ensure the openness, fairness and impartiality of the company’s information disclosure and the authenticity, accuracy, timeliness and integrity of the information.
We actively pay attention to the important information disclosed by the company in the media, maintain timely communication with the company’s management, understand the company’s operation, standardized operation, related party transactions, guarantees and other major matters, and safeguard the interests of minority shareholders of the company.
(IV) self learning and training
By participating in the study of relevant laws and regulations and the training activities such as work practice exchange of independent directors organized by Gansu securities regulatory bureau and China Association of listed companies, we can timely grasp relevant policies, deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of social public shareholders, and strengthen the awareness of legal risk, so as to promote the further standardized operation of the company.
4、 Other work
During the reporting period, we did not find that the matters under consideration affected the independence of practice, did not independently employ external audit institutions and consulting institutions, and did not propose to convene the board of directors and extraordinary general meeting of shareholders.
In 2022, as an independent director, we will continue to pay close attention to the macro-economy, industry development and business conditions of the company in the spirit of integrity and diligence, strengthen communication with other directors, supervisors and management, independently, objectively and fairly perform the duties of an independent director in the spirit of being responsible to the company and all shareholders, give full play to our professional advantages and supervisory role, and promote the steady operation and standardized operation of the company, Safeguard the legitimate rights and interests of investors, especially minority shareholders.
Gansu Engineering Consulting Group Co.Ltd(000779) board of directors April 19, 2022
