China National Complete Plant Import And Export Co.Ltd(000151) : annual report of independent directors

Report on the work of independent directors in 2021

As an China National Complete Plant Import And Export Co.Ltd(000151) independent director, I can conscientiously perform my obligations and give full play to the supervisory role of independent directors in strict accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders, the stock listing rules of Shenzhen Stock Exchange and the articles of association of the company, Promote the standardized operation of the company, constantly improve the corporate governance structure, and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of the duties of independent directors in 2021 is as follows:

1、 Attendance at meetings

In 2021, I earnestly attended the board of directors held by the company, actively attended the general meeting of shareholders, and fulfilled the obligations of independent directors. After careful consideration of the proposals of the board of directors and other matters of the company, I voted in favour and raised no objection. My attendance at the board of directors this year is as follows:

Number of meetings that should be attended in person or absent by proxy

3 3 0 0

2、 Independent opinions

(I) the company held the 23rd Meeting of the 8th board of directors on December 22, 2021. I have the following independent opinions on the matters to be considered at this meeting:

The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association of the company. The company’s participation in the bidding for the project of Cixi construction waste resource disposal center is in line with the company’s development strategy and the interests of all shareholders. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.

(II) the company held the 24th Meeting of the 8th board of directors on December 30, 2021. I checked and approved the matters discussed at the meeting in advance, and made the following independent opinions:

1. Resignation of the chairman

The independent directors of the company checked the resignation of the chairman and expressed independent opinions as follows: Mr. Zhang Zhaogang applied for resignation from the chairman, directors and special committees of the board of directors due to work needs. After his resignation, he will not hold any position in the company and its holding subsidiaries, and the reason for his resignation is consistent with the actual situation. According to the company law and the articles of association, Mr. Zhang Zhaogang’s resignation report takes effect when it is delivered to the board of directors. The resignation of Mr. Zhang Zhaogang did not cause the number of members of the board of directors to be lower than the minimum quorum, and would not affect the normal operation of the board of directors and the normal production and operation of the company.

2. With regard to the proposed related party transaction with China Gansu international Ivory Coast Co., Ltd., the independent directors of the company issued their prior approval and independent opinions on the signing of the agreement and related party transaction between the company’s Ivory Coast branch and China Gansu international economic and Technological Cooperation Co., Ltd. Ivory Coast Co., Ltd. as follows: the deliberation and voting procedures of this related party transaction comply with relevant regulations, This related party transaction is based on the actual situation of the company and the needs of project implementation. This related party transaction is conducive to giving full play to the respective advantages of both parties, following the principle of market pricing, fair and reasonable, and in line with the interests of all shareholders of the company.

In 2022, in the spirit of good faith and diligence, I will continue to perform the obligations of independent directors in accordance with relevant laws, regulations, the articles of association and relevant provisions and requirements, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.

Independent director: Niu Tianxiang

April 22, 2002

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