Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Report on the work of independent directors in 2021
(independent director: Xie Shisong)
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:
The on-site attendance during the reporting period is entrusted by the corresponding party. Is it continuous
Should attend the meeting of the board of directors, attend the meeting of the board of directors, be absent from the meeting of the board of directors twice, and fail to attend the shareholders' meeting in person. The number of meetings is from the number of meetings of the board of directors
13 1 2 0 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, 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 third term 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 candidates for non independent directors of the 32nd board of directors agreed to the second meeting 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 opinions of the third board of directors in February 2021:
February 17 meeting 33rd 1 The independent opinions on the company's share repurchase agreed to the second meeting
Independent opinions of the 4th board of directors:
3. The first meeting in 2021 The independent opinion on the appointment of the general manager of the company agreed to be discussed on February 2 On the appointment of deputy general manager, chief financial officer and director of the company
Independent opinion of the Secretary of the board
Prior approval:
1. About the company's reappointment of the audit institution in 2021
Pre approval opinion
Independent opinion:
1. Occupation by controlling shareholders and other related parties of the company
Special report of the Fourth Board of directors on the company's funds and external guarantees in March 2021
At the second meeting of the meeting on April 30, Ming and independent opinions agreed to discuss 2 Self evaluation of the company's internal control in 2020
Independent opinion of the report
3. Proposal on the company's 2020 profit distribution plan
Opinions
4. About the deposit and use of the company's raised funds in 2020
Independent opinion on Application
5. Independent opinions on the company's continuing employment of the audit institution in 2021
Opinions
6. About the application of the company and its subsidiaries to the bank in 2021
Please provide independent opinions on credit line and guarantee matters
Independent opinions of the 4th board of directors:
The fifth meeting of May 2021 On the use of raised funds to replace the self raised funds invested in advance, the raised investors agreed to the project on May 20 and the paid issuance expenses
Independent opinion of the
Independent opinion:
The fourth director 1 About the occupation of the company by controlling shareholders and other related parties
Special explanation on funds and external guarantees of the company at the sixth meeting of the August 2021 meeting and agreed to the independent opinion on June 6
Discussion 2 About the deposit of raised funds of the company in the half year of 2021
Independent opinion on use
Independent opinions of the 4th board of directors in August 2021:
The 8th meeting on July 30 1 Opinions 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 shares of the Fourth Board of directors incentive plan in 2021
The 11th meeting on December 6 On the achievements of the 2018 restricted stock equity incentive plan agreeing to 8 the lifting of the restrictions in the third lifting period
Independent opinions of the meeting
3. On Revising the "directors, supervisors and senior managers"
Independent opinions on the compensation scheme
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 remuneration and appraisal committee of the board of directors of the company, I presided over the daily work of the remuneration and appraisal committee and strengthened the construction of the remuneration system for directors and senior managers in strict accordance with the provisions of the working system for independent directors, the rules of procedure of the remuneration and appraisal committee and other relevant systems, Actively organize the evaluation and assessment of the annual work performance of the incentive objects of the restricted stock equity incentive plan in 2018, supervise the implementation of the company's salary system, and put forward suggestions on the evaluation and evaluation standards according to the actual situation, so as to promote the company to further improve the rationality and scientificity of salary evaluation matters on the basis of standardized operation. 2. In 2021, as the chairman of the nomination committee of the board of directors of the company, I presided over the daily work of the nomination committee in strict accordance with the provisions of the working system of independent directors, the rules of procedure of the nomination committee and other relevant systems, paid attention to the selection criteria and procedures of the company's directors and senior managers, reviewed the candidates for directors and senior managers of the Fourth Board of directors of the company, and communicated with the company's directors Supervisors and senior managers communicated with each other, safeguarded the rights and interests of the company and shareholders, and earnestly fulfilled the responsibilities and obligations of the chairman of the nomination committee.
3. In 2021, as a member of the audit committee of the board of directors of the company, I participated in the daily work of the audit committee, supervised the establishment, improvement and implementation of the company's internal control system in strict accordance with the provisions and requirements of the working system of independent directors, the rules of procedure of the audit committee and other relevant systems, and earnestly fulfilled the responsibilities and obligations of independent directors. And 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.
4. In 2021, as a member of the strategy committee of the board of directors of the company, I participated in the daily work of the strategy committee, actively performed my duties in strict accordance with the provisions and requirements of the working system of independent directors, the rules of procedure of the strategy committee and other relevant systems, paid attention to the development strategic planning of the company's future whole scene heat management, put forward suggestions, and checked the implementation of the development strategy formulated in the early stage, It has played a positive role in the scientific decision-making of the company's strategic development.
4、 Work done in protecting the rights and interests of investors
1. I continue to pay attention to the information disclosure of the company 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 and other laws and regulations and the relevant provisions of the company's information disclosure management system. 2. I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the working rules for independent directors, pay attention to the construction and implementation of the company's operating conditions, financial management and internal control systems, timely understand the company's operating status and possible operating risks, participate in the board meeting on time, actively obtain various materials required for decision-making, and make use of my professional knowledge to be independent, objective They exercised their voting rights fairly, maintained full independence in their work, and effectively safeguarded the interests of the company and minority shareholders. 3. I constantly strengthen my study and improve my ability to perform my duties. Actively study relevant laws, regulations and rules, timely understand the development trend and regulatory requirements of the securities market, deepen the understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of public shareholders, and constantly improve their ability to perform their duties. Strengthen the communication with other directors, supervisors and management, improve the discussion ability, form the ideological awareness of consciously protecting the rights and interests of social public shareholders, and effectively improve the protection ability of the company and investors.
5、 On site investigation of the company
During my tenure in 2021, I learned about the improvement and implementation of the company's production and operation and internal control systems, the implementation of resolutions of the board of directors, financial management, the use of raised funds, external guarantees, related party transactions and other related matters through on-site work, video conference, telephone, e-mail and other communication methods; Strengthen multi-channel communication with directors, supervisors, senior managers and relevant personnel of the company, timely learn the progress of major matters of the company, master the dynamics of the company, pay special attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network, put forward professional opinions and suggestions on important matters of the company, and 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 2022, in accordance with the provisions and requirements of relevant laws and regulations on independent directors, I will continue to conscientiously, prudently and diligently perform the duties of independent directors, give full play to the role of independent directors, safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and play a positive and beneficial role in promoting the stable and healthy development of the company, establishing a good image of honesty and trustworthiness of the company. Finally, I sincerely thank the board of directors, management and other staff for their cooperation and support.
