Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Report on the work of independent directors in 2021
As Xinjiang Beiken Energy Engineering Co.Ltd(002828) (hereinafter referred to as "the company" or "the company")
As an independent director of the Fourth Board of directors, I strictly follow the company law, securities law and
Guidance on the establishment of independent director system, articles of association, working system of independent directors, etc
It is required to attend relevant meetings, carefully consider various proposals of the board of directors, and express independent opinions on major matters of the company
See, exercise the rights of independent directors according to law, perform the duties of independent directors, and earnestly safeguard the interests of the company and all shareholders
Interests. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at the board of directors and shareholders' meeting as nonvoting delegates
In 2021, the company held 6 meetings of the board of directors, and I attended 6 meetings of the board of directors without vacancy
Seats. I pay close attention to the company's operation and maintain full communication with the company's management,
Take the initiative to obtain the relevant information required for making decisions before the board meeting, and actively participate in the discussion and discussion at the meeting
Put forward reasonable suggestions, continue to pay attention to the implementation of the proposal after the meeting, and give full play to the positive role of independent directors. I have voted in favour of all the proposals of the previous board meetings during the reporting period, without objection, abstention or reply
In case of avoidance, no objection was raised to various proposals and related matters.
In 2021, the company held two general meetings of shareholders. I attended the two general meetings of shareholders as nonvoting delegates and listened carefully to the opinions and suggestions of shareholders attending the meeting.
2、 Independent opinions issued during the reporting period
In 2021, as an independent director of the company, I carefully reviewed the relevant meeting materials before the company made various major decisions, and made independent, objective and professional judgments with professional knowledge,
Exercise voting rights carefully. During the reporting period, I was responsible for the company's continued employment of accounting firm, profit distribution
Appoint senior managers, related party transactions and external guarantees to express independent opinions and perform them in accordance with the regulations
Special authority to approve the renewal of accounting firm, related party transactions and other matters in advance. For details, see
Below:
Opinions on time and meeting matters
In March 2021, the Fourth Board of directors agreed to appoint senior managers of the company
14th meeting 15
In April 2021, the Fourth Board of directors renewed the appointment of notarial Tianye certified public accountants as the company's fiscal year 2021
The 15th meeting of the audit institution
Deposit and use consent of raised funds in 2020
2020 internal control self-evaluation report agreed
The company has no capital occupation and external guarantee by controlling shareholders and other related parties
The company's 2020 profit distribution plan is approved
The company's 2020 annual report and its summary agree
The company applied to financial institutions for approval of comprehensive credit financing amount in 2021
degree
The company agrees to use its own funds for cash management
Agree to adjust the remuneration plan of the company's senior managers
The proposed acquisition of Beijing Zhongneng Wanqi Energy Technology Service Co., Ltd. is partially agreed
Equity of the 4th board of directors in May 2021
At the 17th meeting of the 21st, the company agreed to appoint the Secretary of the board of directors
The company has no occupation and external guarantee by controlling shareholders and other related parties. Shareholders and other related parties occupy funds and guarantee outside the 18th meeting of the Fourth Board of directors in August 2021
Accounting policy change consent
1. Voted in favor of the relevant proposals considered at each board meeting.
2. No absence from the board of directors.
3、 On site inspection of the company
During the reporting period, I took advantage of my professional advantages to fully understand the industry dynamics and always pay attention to the external environment and the market
The impact of the market change on the company, pay attention to the relevant reports of the media and the Internet on the company and the major matters of the company
Progress can be understood and mastered in a timely manner.
I have a special understanding of the company's production and operation through on-site investigation
In particular, we should have an in-depth understanding of the financial situation and continue to track and pay attention to it, and timely communicate with the person in charge of Finance and the Secretary of the board of directors
Communicate with each other in writing; During the audit of the annual report, communicate with the external audit institution in time and urge the company to comply with the regulations
Complete the preparation and disclosure of the annual report. I continue to pay attention to the decisions of the company's related party transactions, external guarantees and other matters
Policies, risks and information disclosure procedures, put forward relevant suggestions, and require the company to pay close attention to and strictly control the daily operation
Various risks in operation and major events.
4、 Performance of duties in the special committee
During the reporting period, I served as the chairman of the audit committee of the board of directors of the company, actively participated in the daily work of the audit committee and earnestly performed relevant duties in strict accordance with relevant laws, regulations and the implementation rules of the audit committee of the board of directors. Deeply understand the company's financial management, internal control construction, use of raised funds, related party transactions and other related matters, review the internal audit plan of the company's audit department, internal audit reports such as regular financial statements, quarterly reports and interim reports, and guide the work of the company's audit department. During the preparation and disclosure of the 2021 annual report, according to the requirements of the Shenzhen Stock Exchange, master the audit work arrangement and audit progress, and carefully listen to the management's report on the company's annual production and operation. The audit committee organized relevant personnel to review the 2021 financial and accounting statements prepared by the company, and formed the internal audit report of 2021 annual financial report, Communicate with the annual audit accountant during the audit process and urge him to submit the audit report within the agreed time limit. After forming a written review opinion, ensure that the audit report comprehensively and truly reflects the company's financial status and operating results.
5、 Work done in protecting the legitimate rights and interests of investors
(I) keep abreast of the company's business trends and information disclosure
During the reporting period, in addition to regularly attending the general meeting of shareholders and the meeting of the board of directors, I kept in touch with other directors, supervisors, senior managers and relevant staff of the company by telephone, wechat and e-mail; Actively interview with the company's management and business leaders, and listen to the company's management's report on the company's operation and standardized operation.
At the same time, I continue to pay attention to the company's information disclosure, and urge the company to complete all information disclosure in 2021 in a true, accurate, timely and complete manner in strict accordance with laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, information disclosure system and other relevant provisions.
(II) give full play to independence in work
During the reporting period, I had an in-depth understanding of the improvement and implementation of the company's operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, related party transactions, business development and other related matters, consulted relevant materials, used my professional knowledge to exercise voting rights independently, objectively and impartially, and expressed independent opinions, so as to effectively safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
(III) actively strengthen business training
I pay attention to learning the latest laws, regulations and various rules and regulations, actively participate in various trainings organized by regulators, constantly improve my professional level and professional competence, provide opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation.
6、 Other working conditions
During the reporting period, I did not propose to the board of directors to convene an extraordinary general meeting; There is no independent engagement of external audit institutions and consulting institutions; No objection was raised to the proposal of non board meeting and other relevant matters.
7、 Contact information
Name: Liu Chunxiu email: [email protected].
In conclusion, in 2021, I earnestly performed the duties of independent directors and gave full play to the positive role of independent directors. The company has given full support to my work and fully respected my independent judgment as an independent director in major decisions.
In 2022, I will continue to work diligently to provide reference opinions for the scientific decision-making of the board of directors, make use of professional knowledge and experience to provide more constructive suggestions for the development of the company and contribute to the sustainable, stable and healthy development of the company.
Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Independent director: Liu Chunxiu
April 21, 2022
