Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Report on the work of independent directors in 2021
(independent director: Lu Rui)
Shareholders and representatives:
As an independent director of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company"), During his tenure, he strictly followed the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the governance standards of listed companies, the articles of association, the working system of independent directors and other relevant laws and regulations In accordance with the provisions and requirements of the rules and regulations and normative documents, earnestly exercise their rights and perform their duties in accordance with the law, faithfully and diligently, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on major matters of the company, strictly review relevant matters submitted by the company to the board of directors, and give full play to the role of independent directors and professional committees, It has safeguarded the overall interests of the company and the interests of all shareholders, especially small and medium-sized shareholders. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
My attendance at the board of directors and general meeting of shareholders in 2021 is as follows:
During the reporting period, the on-site attendance was entrusted by the corresponding party. Whether the absent directors should attend the meeting of the board of directors for two consecutive times? How many times did they not attend the meeting of the board of directors in person? How many times did they attend the meeting of the board of directors
13 0 13 0 0 0 No 4
As an independent director of the company, I carefully consider the proposals and relevant materials submitted to the board of directors and the general meeting of shareholders, maintain communication with the management of the company, independently express opinions and exercise voting rights with caution. I believe that the convening and holding of the company's meeting in 2021 comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. In a cautious manner, I have no objection to the proposals and related matters of the board of directors. Except for the proposals that need to avoid voting, I have voted in favour without objection or abstention.
2、 Independent opinions
In accordance with the articles of association, the working system of independent directors and other relevant provisions of laws and regulations, during the reporting period, I earnestly, diligently and prudently performed my duties, expressed opinions on the following relevant matters of the company with other independent directors, and issued written opinions.
Preface date: opinions issued at the meeting opinion number type
Independent opinion:
The 1st meeting of the 3rd board of directors in February 2021 Fourth report on the general election and nomination of the board of directors of the company
On January 5, the independent opinions of the candidates for non independent directors of the 32nd session of the board of directors agreed 2 Fourth report on the general election and nomination of the board of directors of the company
Independent opinions of independent director candidates of the board of directors
Independent opinion of the third session of the board of directors in February 2021: agreed to the 33rd meeting on February 17 1 Independent opinions on share repurchase of the company
Independent opinion:
March 2021: the 1st meeting of the 4th board of directors Independent opinions on the appointment of the general manager of the company agree to hold a meeting on March 2 About the appointment of deputy general manager, chief financial officer
Independent opinion of the Secretary of the board of directors
Prior approval:
1. On the company's re employment of the audit institution in 2021
Prior approval opinion
Independent opinion:
1. Occupation by controlling shareholders and other related parties of the company
Special report on the company's funds and external guarantee
In March 2021, the fourth session of the board of directors agreed to the second meeting on April 30 Self assessment on the company's internal control in 2020
Independent opinion on Price Report
3. On the company's 2020 profit distribution plan
separate opinion
4. About the deposit and of the company's raised funds in 2020
Independent opinion on use
5. On the company's re employment of the audit institution in 2021
separate opinion
6. About the company and its subsidiaries to the bank in 2021
Independent opinions on applying for credit line and guarantee matters
Independent opinion:
May 2021: the 1st meeting of the 4th board of directors On the use of raised funds to replace the self raised funds invested in advance, the raised investors agreed to the project of the fifth meeting on May 20 and the paid issuance expenses
Independent opinion of
Independent opinion:
1. About the occupation of the company by controlling shareholders and other related parties
In August 2021, the fourth session of the board of directors made a special statement on the capital and external guarantee of the company and agreed to the independent opinions of the sixth meeting on June 6
2. About the deposit of funds raised by the company in the first half of 2021
Independent opinions on release and use
Independent opinions of the 4th board of directors in August 2021:
8th meeting 30 July 1 Independent agreement on adjusting the upper limit of share repurchase price
Independent opinion:
1. On repurchase and cancellation of restricted shares in 2018
Independent opinions on some restricted stocks in the 2021 stock option incentive plan
December 6 the 2nd session of the 4th board of directors With regard to the equity incentive plan for restricted shares in 2018, it is agreed that the 11th meeting of August plans to lift the restrictions on sales in the third period
Independent opinion of Japan
3. On Amending the "directors, supervisors and senior managers"
Independent opinions on the compensation scheme for staff
Please refer to http://www.cn.info.com.cn for the prior approval opinions and independent opinions on the above matters Relevant announcements on.
3、 Work of each special committee of the board of directors
1. In 2021, as the chairman of the audit committee of the company, I presided over the daily work of the audit committee in strict accordance with the relevant requirements of the working system of independent directors and the rules of procedure of the audit committee, and reviewed the internal audit, periodic reports, internal control, storage and use of raised funds, profit distribution, daily connected transactions, changes in accounting policies and other matters of the company, And supervised the establishment, improvement and implementation of internal control, and earnestly fulfilled the responsibilities and obligations of independent directors. At the same time, carefully listen to the management's report on the company's annual production and operation and the progress of major events, understand and master the audit work arrangement and audit progress, give full play to the supervision role of independent directors and maintain the independence of audit.
2. In 2021, as a member of the remuneration and appraisal committee of the company, I participated in the daily work of the remuneration and appraisal committee, strengthened the construction of the remuneration system for directors and senior managers, and actively organized the evaluation and appraisal of the annual performance of the incentive objects of the 2018 restricted stock equity incentive plan in accordance with the provisions of the working system of independent directors, the rules of procedure of the remuneration and appraisal committee and other relevant systems, Supervise the implementation of the company's salary system, put forward suggestions on the assessment and evaluation standards according to the actual situation, and promote the company to further improve the rationality and scientificity of salary assessment matters on the basis of standardized operation.
3. In 2021, as a member of the nomination committee of the company, I participated in the daily work of the nomination committee in accordance with the working system of independent directors, rules of procedure of the nomination committee and other relevant systems. Reviewed the candidates for directors and senior managers of the Fourth Board of directors of the company, communicated with the directors, supervisors and senior managers of the company, safeguarded the rights and interests of the company and shareholders, and earnestly fulfilled the responsibilities and obligations of the members of the nomination committee.
4、 Work done in protecting the rights and interests of investors
1. I continue to pay attention to the company's information disclosure and urge the company to complete the information disclosure in a true, accurate, complete and timely manner in strict accordance with the administrative measures for information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for standardized operation of gem listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the company's information disclosure management system.
2. I effectively perform my duties as an independent director, continuously pay attention to the construction and implementation of the company's operating conditions, financial management, internal control and other systems, carefully consult relevant documents on major matters that need to be decided by the board of directors, actively obtain various materials required for making decisions, use my professional knowledge to exercise voting rights independently, objectively and impartially, and maintain full independence, prudence, loyalty Serve all shareholders diligently.
3. I constantly strengthen my study and improve my ability to perform my duties. I always attach importance to learning the latest laws, regulations and rules of China Securities Regulatory Commission and Shenzhen Stock Exchange, actively participate in the relevant training organized by the company in various ways, constantly improve my ability to perform my duties, provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation.
5、 On site investigation of the company
During my tenure in 2021, I learned about the company's production and operation, financial management and the construction and implementation of internal control system through on-site work, video conference, telephone, e-mail and other communication methods, and conducted in-depth exchanges and discussions with the company's management on the use of the company's raised funds, external guarantees and related transactions; At the same time, keep close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail exchanges, focus on the impact of internal operation and external market environment changes on the company's financial situation, and put forward professional suggestions to effectively give full play to the responsibilities of independent directors.
6、 Training and learning
Since I became an independent director, I have carefully studied the relevant documents issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, and actively participated in relevant training to improve my ability to perform my duties.
7、 Other working conditions
1. During the reporting period, no independent director proposed to hold a meeting of the board of directors.
2. During the reporting period, no independent directors proposed to hire or dismiss accounting firms.
3. During the reporting period, there was no engagement of external audit institutions and consulting institutions by independent directors.
The above is my performance report in 2021. In order to ensure the independence and impartiality of the board of directors, enhance the transparency of the board of directors and protect the legitimate rights and interests of minority shareholders from infringement, during my term of office, I will always be diligent and responsible, use my professional knowledge and experience to provide more constructive suggestions for the development of the company and provide reference opinions for the decision-making of the board of directors, so as to improve the decision-making level and business performance of the company and safeguard the interests of the company and shareholders Especially the legitimate rights and interests of minority shareholders. It is hoped that the company will repay the majority of investors with better performance in 2022.
Finally, I sincerely thank the board of directors, management and other staff of the company for their assistance and cooperation in my work in 2021.
