Jointo Energy Investment Co.Ltd.Hebei(000600)
Report on the work of independent directors in 2021
Dear directors
As an independent director of the 9th board of directors of Jointo Energy Investment Co.Ltd.Hebei(000600) (hereinafter referred to as “the company”), I strictly maintain my independence, fulfill my duties and responsibilities, and actively participate in corporate governance and decision-making activities in accordance with the requirements of laws, regulations and normative documents such as the company law, the standards for the governance of listed companies, the rules for independent directors of listed companies, as well as the articles of association, the rules of procedure of the board of directors and other internal governance norms of the company, Giving full play to the expert role and supervision function of independent directors has played a relatively positive role in safeguarding the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and has better exercised the powers conferred by laws and regulations and the articles of association. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, I participated in the meetings of the board of directors and special committees held by the company. Before the meeting, take the initiative to understand the relevant situation of the matters considered at the meeting, fully communicate with relevant personnel, query relevant documents and materials, and make full preparations for participating in decision-making. For the major decision-making matters of the company, make an objective judgment from the perspective of whether it is conducive to the improvement of corporate governance and the sustainable and healthy development of the company in the future, and pay attention to the legitimate rights and interests of the company and minority shareholders. At the meeting, we carefully considered various proposals, actively expressed opinions, played the role of experts and promoted the scientific decision-making of the board of directors.
2、 Opinions of independent directors
Since performing my duties, I have made independent and objective judgments on the basis of fully understanding the internal governance and production and operation of the company, and expressed independent opinions on major related party transactions of the board of directors, external guarantees of the company, changes in accounting estimates of fixed assets and other matters, so as to promote the standardized operation of the company. In 2021, 15 opinions were expressed, and no objection was raised to the matters considered by the board of directors. The independent opinions are as follows:
1. Express independent opinions on the company’s profit distribution plan
2. Express independent opinions on the company’s expected daily related party transactions in 2021;
3. Express independent opinions on the actual situation of the company’s daily connected transactions in 2020 and the expected differences;
4. Express independent opinions on the continuous connected transactions between the company and Hebei Construction Investment Group Finance Co., Ltd;
5. Express independent opinions on the capital occupation and external guarantee of the company’s related parties in 2020; 6. Express independent opinions on the self-evaluation of the company’s internal control;
7. Express independent opinions on the company’s renewal of the accounting firm;
8. Make a special explanation for the retroactive adjustment of the financial statement data disclosed by the company in the reporting period before the first quarter of 2021 due to the business merger under the same control;
9. Express independent opinions on the company’s Sun company Hebei Shenyuan Industrial Co., Ltd. borrowing from Hebei Construction Investment microfinance Co., Ltd;
10. Make a special explanation on the retroactive adjustment of the financial statement data disclosed by the company in the reporting period before the half year of 2021 due to the business merger under the same control;
11. Express independent opinions on the risk assessment report of Hebei Construction Investment Group Finance Co., Ltd;
12. Make a special explanation on the retroactive adjustment of the financial statement data disclosed by the company in the reporting period before the third quarter of 2021 due to the business merger under the same control;
13. Express independent opinions on changes in accounting estimates of the company’s fixed assets;
14. Express independent opinions on the company’s guarantee and related party transactions for the joint-stock company Huayang construction investment Yangquan Thermal Power Co., Ltd. to apply for CDB loans;
15. Express independent opinions on the entrusted loan provided by the company to the joint-stock company CNNC Huadian Hebei Nuclear Power Co., Ltd.
3、 Site work
As an independent director of the company, I take the initiative to come to the company regularly or irregularly to learn about the production and operation and the progress of major issues by participating in the meetings of the board of directors, and deeply communicate and exchange opinions with other directors, managers and secretaries of the board of directors of the company.
During the preparation and disclosure of the company’s periodic report, I timely understand and master the work arrangement of each periodic report, actively follow up the progress of the annual report audit, actively communicate the audit plan with the annual audit accountant, urge the annual audit accountant to complete the annual audit on time, exchange opinions with the annual audit accountant on the preliminary audit results, and timely communicate with the company’s management about the problems found in the audit process, Ensure that the audit report fully reflects the true situation of the company. At the same time, in the process of reviewing periodic reports, we can fulfill the obligation of confidentiality and strictly prevent the disclosure of insider information, insider trading and other illegal acts.
4、 Learning and training
I actively pay attention to the changes of the company’s industrial policies and development trends, seriously study the latest regulatory rules of listed companies, deepen the understanding and understanding of relevant laws and regulations, form the ideological awareness of consciously protecting the legitimate rights and interests of public shareholders, and constantly improve the ability to participate in the company’s decision-making and safeguard the legitimate rights and interests of the company and investors.
In the new year, I will continue to uphold the working attitude of integrity and diligence, continue to strengthen learning, strengthen contact and communication with the company’s directors, supervisors and senior managers, make my due contribution to improving the scientific decision-making and risk prevention ability of the board of directors, promote the sustainable development of the company, promote the standardized operation of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. At the same time, we would like to thank the board of directors and management of the company for their strong cooperation and support in the performance of our duties.
Independent director: Zeng Ming
April 20, 2022
