Yonker Environmental Protection Co.Ltd(300187)
Report on the work of independent directors in 2021
(independent director: Cao Yue)
As an independent director of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as "the company"), I, Cao Yue, strictly complied with 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other laws and regulations during the reporting period According to the provisions and requirements of the company's internal control system such as normative documents and Yonker Environmental Protection Co.Ltd(300187) articles of Association (hereinafter referred to as the "articles of association"), the company carefully exercised its rights and performed its duties according to law, objectively expressed its own views, supervised the standardized operation of the company, safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders, and gave better play to the role of independent directors. I hereby report my performance as an independent director in 2021 as follows:
1、 Attendance at meetings
If the shareholders' meeting or the special meeting of the board of directors are not attended in person or two consecutive meetings of the board of directors are not attended. In a diligent and responsible attitude, carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of various proposals and put forward reasonable suggestions, and played a positive role in the correct and scientific decision-making of the board of directors
During my tenure in 2021, the company held 11 board meetings. My attendance is as follows:
Number of attendance required number of on-site attendance number of voting by means of communication number of entrusted attendance number of absences
11 4 7 0 0
1. I attended the meeting in person and did not authorize other independent directors to attend the meeting. During this period, if I cannot arrive at the on-site meeting, I will actively obtain detailed information by e-mail and other means, and exercise the voting right by means of communication.
2. In my opinion, the convening of the board of directors of the company in 2021 complies with the legal procedures, and the relevant examination and approval procedures have been performed for major matters, which are legal and effective. Therefore, I voted for all proposals of the board of directors, and there are no objections, objections and waivers.
2、 Daily work
During the reporting period, I carefully reviewed various proposals submitted to the board of directors for deliberation, listened to the reports of relevant personnel of the company from time to time, and focused on strengthening the on-site investigation of the company, timely understand the dynamics of the company, deeply understand the operation and management of the company, provide suggestions for the long-term development and scientific management of the company, and provide reference opinions for the decision-making of the board of directors. During the reporting period, I exercised the rights conferred by the shareholders carefully and diligently, safeguarded the overall interests of the company, performed my duties independently, was not affected by the controlling shareholders, actual controllers or other units or individuals with interests in the company, and effectively safeguarded the legitimate rights and interests of minority shareholders.
The board of directors of the company has four special committees: Strategy Committee, salary and assessment committee, audit committee and Nomination Committee. Among them, I served as a member of the remuneration and assessment committee and the audit committee, and also served as the convener of the audit committee. I have earnestly performed the duties of the chairman and members of relevant special committees, performed my duties in accordance with relevant laws, regulations and the articles of association, and put forward opinions and suggestions on the decision-making of major matters, financial reports, related party transactions, external guarantees, appointment of accounting firms, etc.
As the convener of the audit committee, I presided over the daily work of the audit committee according to the requirements of relevant systems, listened carefully to the work report of the internal audit department, and conducted business guidance and supervision on the internal audit work according to my professional financial knowledge. At the same time, it has effectively supervised the establishment and implementation of internal control, and earnestly fulfilled the responsibilities and obligations of the chairman of the audit committee.
3、 Independent opinions
In 2021, I carefully and diligently performed my duties in accordance with the requirements of relevant laws and regulations, attended the meetings of the board of directors and the general meeting of shareholders of the company as nonvoting delegates, and expressed independent opinions through on-site voting or communication voting in accordance with relevant regulations. The situation is as follows:
Time: independent opinions issued at the session
Opinions on the appointment of Ms. Wang Feng as the independent director of the general manager of the company at the fifth meeting of the Fifth Board of directors on January 10, 2021
1. Independent opinions on the company's compliance with the conditions for issuing shares to specific objects;
2. Independent opinions on the company's plan to issue shares to specific objects;
3. Independent opinions on the company's stock issuance plan to specific objects;
4. Independent opinions on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects;
The sixth meeting of the Fifth Board of directors on January 22, 2021 5. Independent opinions on the demonstration and analysis report of the company's stock issuance scheme to specific objects;
6. Independent opinions on the need for the company to prepare the report on the use of the previously raised funds;
7. Independent opinions on the company's issuance of shares to specific objects, dilution of immediate return, filling measures and commitments of relevant subjects;
8. Independent opinions on the shareholder return planning of the company in the next three years (20212023);
9. Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects.
1. Independent opinions on the capital occupation and external guarantee of the company's related parties in 2020;
2. Independent opinions on the 2020 profit distribution plan; 3. Independent opinions of the 7th Meeting of the 5th board of directors on April 26, 2021 on the proposal on hiring an audit institution in 2021;
4. Independent opinions on the 2020 internal control self evaluation report;
5. Opinions on the proposal of independent related party transactions in 2021;
6. Independent opinions on the proposal on the appointment of deputy general manager of the company.
1. Independent opinions on the proposal on the appointment of deputy general manager and Secretary of the board of directors of the company;
Independent opinions of the 10th meeting of the 5th board of directors on July 9, 2021 2. Proposal on terminating the issuance of shares to specific objects.
1. Explanations and independent opinions on the occupation of funds by related parties in the half year of 2021 and undertaking the 11th meeting of the 5th board of directors;
On August 25, 2021, the independent opinions on the proposal on providing guarantee for subsidiaries to apply for loans from banks;
1. The first independent opinion of the Fifth Board of directors in 2021 on September 29, 2021 of the proposal on 3 China Merchants Port Group Co.Ltd(001872) 021 restricted stock incentive plan (Draft) and its summary;
Interim meeting 2. Independent opinions on the scientificity and rationality of the indicators set in the 2021 restricted stock incentive plan.
1. The 12th meeting of the 5th board of directors on October 26, 2021;
Riyi 2. Independent opinions on using the company's own idle funds to purchase financial products.
See cninfo.com for details of the above independent opinions（ http://www.cn.info.com.cn./ ）Relevant contents.
4、 On site inspection of the company
In 2021, I made many on-site visits to the company to understand the production and operation of the company
Internal control and financial status; Keep close contact with other directors, senior executives and relevant staff of the company, timely learn the progress of major matters of the company, and always pay attention to the impact of external environment and market changes on the company
The media has been informed of the company's major progress and timely reports on the company's network
Grasp the operation dynamics of the company and actively put forward suggestions on the operation and management of the company.
5、 Other work done in protecting the rights and interests of investors
1. Continue to pay attention to the company's information disclosure. Urge the company to strictly follow the Shenzhen Stock Exchange Entrepreneurship
Listing Rules of listed companies on the Shenzhen Stock Exchange, measures for the administration of information disclosure of listed companies, Shenzhen Stock Exchange
The company's self regulatory guidelines No. 2 - standardized operation of GEM listed companies and other laws and regulations and the articles of Association
To truly, accurately, timely and completely disclose the company's information, so that the public and shareholders can fully
Understand the operation of the company.
2. Effectively perform the duties of independent directors. In strict accordance with relevant laws and regulations and the provisions of the articles of association
Perform duties and attend the general meeting of shareholders, the board of directors and special committees under the board of directors on time according to the actual situation
Members' meeting, carefully review relevant meeting materials, deeply understand the contents of the proposal, and use professional knowledge to review the matters under consideration
Xiang made an objective, independent and impartial investigation, and exercised the voting right independently and prudently. Especially for
The proposal of related party transactions has been carefully reviewed, and independent opinions on relevant matters are not affected by the company
And major shareholders, effectively protecting the interests of minority shareholders.
6、 Training and learning
I always pay attention to learning the latest laws, regulations and rules, and deepen my understanding of relevant regulations
It is related to the understanding and implementation of relevant laws and regulations such as standardizing the corporate governance structure and protecting the rights and interests of social public shareholders
