Work report of independent directors
Shareholders and shareholder representatives:
As an independent director of Beijing Orient Landscape & Environment Co.Ltd(002310) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China, 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, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board According to the provisions and requirements of the articles of association, the company’s independent director system and other relevant laws, regulations and rules, in the work in 2021, based on the principles of objectivity, impartiality and independence, we have actively played the role of independent directors and effectively safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. Now I will give a brief report on my work in 2021 to all shareholders and shareholder representatives. 1、 Attendance at meetings
In 2021, I seriously participated in the board of directors held by the company, actively attended the general meeting of shareholders as nonvoting delegates, and fulfilled the obligations of independent directors. The convening of the board of directors and the general meeting of shareholders of the company in 2021 complied with the legal procedures, and the relevant procedures were performed for major business decision-making and other major matters, which were legal and effective. 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 in 2021 is as follows:
Should be present in person or entrusted to attend? Are there two consecutive absences
Number of times the board of directors did not attend the meeting in person
5 0 0 0 no
2、 Independent opinions
In 2021, I scrupulously performed my duties and duties, understood the operation of the company in detail, and expressed independent opinions on relevant matters together with several other independent directors, which played a positive role in the scientificity and objectivity of the decision-making of the board of directors and the benign development of the company.
(I) on March 30, 2021, I gave my prior review opinions on the proposal on the amount of connected transactions expected to occur between the company and its controlling shareholders and persons acting in concert in 2021 to be considered at the 15th meeting of the seventh board of directors of the company:
It is expected that all kinds of transactions with the controlling shareholders and those acting in concert are related party transactions, and the transaction pricing is fair, which can broaden the company’s financing channels and reduce financial costs. It is a reasonable transaction and does not occupy the company’s funds. The related party transaction will not affect the independence of the company’s business, does not damage the interests of minority shareholders, and complies with the provisions of relevant laws, regulations and the articles of association. It is agreed to submit the matter to the board of directors of the company for deliberation.
(II) on April 28, 2021, at the 15th meeting of the seventh board of directors of the company, I made the following independent opinions on relevant matters of the company:
1. Independent opinions on the company’s profit distribution plan for 2020
The 2020 profit distribution plan proposed by the board of directors complies with the provisions and requirements of relevant laws and regulations, is conducive to the long-term development of the company, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. In view of the fact that the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2020 is a loss, and considering the need to meet the funds required for the company’s future operation and development, we agree to the profit distribution plan for 2020 proposed by the board of directors and agree to submit the plan to the general meeting of shareholders of the company for deliberation.
2. Independent opinions on fund occupation and external guarantee of related parties of the company
In accordance with the relevant provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) of the CSRC, We have carefully checked and understood the funds occupied by the controlling shareholders and other related parties of the company and the external guarantee of the company during the reporting period, and now the verification is explained as follows:
(1) After review, the capital transactions between the company and other related parties in 2020 are normal operating capital transactions, and there is no abnormal occupation of the company’s funds by controlling shareholders and other related parties;
(2) After review, the company did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals in 2020;
(3) Upon review, as of December 31, 2020, the approved external guarantee amount of the company was 3.691 billion yuan, all of which were provided to holding subsidiaries and wholly-owned subsidiaries, and the actual external guarantee balance was 1.996 billion yuan.
Except for the non legal person, the controlling company and the individual holding no more than 50% of the shares issued by the CSRC in the period of [2005], there is no guarantor or other related party in accordance with the provisions of the [CSRC report] issued by the State Securities Regulatory Commission in the period of [2005].
The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks.
3. Independent opinions on the company’s internal control evaluation report in 2020
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the norms of enterprise internal control, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the articles of association, the independent director system, the annual report working system of independent directors and other relevant provisions, we, as independent directors of the company, Carefully read the 2020 internal control evaluation report submitted by the company’s board of directors, communicate with the company’s management and relevant management departments, and consult the company’s management system. We believe that:
In 2020, the company’s existing internal control system meets the requirements of national laws and regulations, meets the actual needs of the company’s current production and operation, and plays a good role in controlling and preventing all processes and key links of operation and management. The company’s internal control measures have played a good role in the control of all processes and links of enterprise management and ensured the standardized operation of the company. The 2020 internal control evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. 4. Independent opinions on the remuneration of senior managers of the company in 2020
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the norms of enterprise internal control, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the articles of association, the independent director system, the annual report working system of independent directors and other relevant provisions, we, as independent directors of the company, We express the following independent opinions on the remuneration of senior managers of the company in 2020:
It is verified that the company can strictly follow the salary and relevant incentive assessment system of senior managers in 2020, and the formulated salary assessment system, incentive system and salary payment procedures comply with the provisions of relevant laws, regulations and the articles of association.
5. Independent opinions on the provision for asset impairment in 2020
The company’s provision for asset impairment this time is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. After the provision for asset impairment is made this time, the company’s financial statements can more fairly reflect the company’s financial situation. We agree to the provision for asset impairment this time.
6. Independent opinions on correction of accounting errors in Beijing Orient Landscape & Environment Co.Ltd(002310) 2020 semi annual report and 2020 third quarter report
After careful verification of the correction of accounting errors, we believe that the correction of accounting errors by the company is in line with the actual operation and financial situation of the company, and the deliberation and voting procedures of the board of directors on the correction of accounting errors are in line with the relevant provisions of laws, regulations and the articles of association of the company. The correction of the company’s accounting errors complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information. The corrected financial data and financial statements can more objectively and fairly reflect the company’s financial position and operating results, The correction of accounting errors does not damage the legitimate rights and interests of the company and all shareholders. We agree to the correction of accounting errors.
7. Independent opinions on changes in accounting policies
The company adjusted the business accounting of the company in accordance with the latest accounting standards revised and issued by the Ministry of finance. The change of accounting policies makes the company’s accounting policies comply with the relevant regulations of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, can more objectively and fairly reflect the company’s financial status and operating results, and is in line with the interests of the company and all shareholders. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association, and does not damage the rights and interests of the company and minority shareholders. We agree that the company will implement this accounting policy change.
8. Independent opinions on the amount of related party transactions expected to occur between the company and its controlling shareholders and persons acting in concert in 2021
(1) The company expects that various related party transactions with the controlling shareholders and their persons acting in concert are conducive to the development of the company’s business and can significantly improve the company’s financing efficiency and capital use efficiency.
(2) The related party transactions to occur this time are expected to be reasonable and fairly priced, which meets the interests of all shareholders of the company and the needs of the company’s operation and development. There is no situation that damages the interests of the company and minority shareholders, and will not have a significant adverse impact on the company’s sustainable operation ability, financial status, operating results and independence.
(III) on April 29, 2021, at the 16th meeting of the 7th board of directors of the company, I expressed the following independent opinions on the proposal on the provision for asset impairment from January to March 2021 considered at the 16th meeting of the 7th board of directors of the company:
The company’s provision for asset impairment this time is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. After the provision for asset impairment is made this time, the company’s financial statements can more fairly reflect the company’s financial situation. We agree to the provision for asset impairment this time.
(IV) on August 10, 2021, at the 17th meeting of the seventh board of directors of the company, I expressed independent opinions on relevant matters:
1. Independent opinions on providing guarantee for Nanzhao Dongfang Jinyuan Ecological Construction Co., Ltd
Nanzhao Dongfang Jinyuan Ecological Construction Co., Ltd. (hereinafter referred to as “Nanzhao Dongfang Jinyuan”) is a subsidiary of the company implementing the PPP project of Huangya river basin governance and County Ecological Environment Construction in Nanzhao county. In order to improve its project financing ability, the company plans to provide pledge guarantee for its financing matters. The major shareholder of Nanzhao Dongfang Jinyuan provides joint and several liability guarantee for this loan. The company takes 22.13% of the equity of Nanzhao Dongfang Jinyuan held by the company as the pledge, bears the risk to the extent of this equity, and the overall guarantee risk is controllable. This guarantee is conducive to the smooth implementation of Nanzhao project, conforms to the company’s strategic planning and business plan, the financial risk of the guarantee is within the controllable range, does not damage the interests of shareholders of listed companies, especially small and medium-sized shareholders, conforms to the company’s development strategy, and complies with relevant laws, regulations and the articles of association.
Based on the above situation, we agree to the proposal on providing guarantee for Nanzhao Dongfang Jinyuan Ecological Construction Co., Ltd.
2. Independent opinions on providing guarantee for Jining Liaohe Dongfang ecological construction and Development Co., Ltd
Jining Liaohe Oriental ecological construction and Development Co., Ltd. (hereinafter referred to as “Jining Oriental ecology”) is a subsidiary of the company implementing the PPP project for comprehensive treatment of ecological water system and landscape improvement in Jining high tech Zone. In order to ensure the smooth implementation of the project, the company and its wholly-owned subsidiaries Beijing Dongfang Lihe Landscape Design Co., Ltd. and Zhongbang Construction Engineering Co., Ltd. intend to provide guarantee for its financing. The company provides a guarantee based on the shareholding ratio, which is a limited liability guarantee. The shareholders of other social capital parties jointly guarantee the loan in the same way, and set conditions for the guarantee of performing the balance making up obligation according to the shareholding ratio. The third party company Shandong Haida development and Construction Co., Ltd. provided a liquidity support letter for the performance of the guarantee obligation by the shareholders of social capital due to the reasons of the government, Given counter guarantee measures, the company’s guarantee risk is controllable. This guarantee is conducive to the smooth implementation of Jining project, conforms to the company’s strategic planning and business plan, the financial risk of the guarantee is within the controllable range, does not damage the interests of shareholders of listed companies, especially small and medium-sized shareholders, conforms to the company’s development strategy, and complies with relevant laws, regulations and the provisions of the articles of association.
Based on the above situation, we agree to the proposal on providing guarantee for Jining Liaohe Dongfang ecological construction and Development Co., Ltd.
(V) on August 26, 2021, at the 18th meeting of the seventh board of directors of the company, I expressed independent opinions on relevant matters of the company:
1. Independent opinions on whether the controlling shareholders and their related parties occupy the company’s funds and external guarantees in the half year of 2021
(1) The company can strictly follow the relevant provisions of the company law, the securities law, the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and other laws and regulations and the articles of association, and strictly control the external guarantee risk.
(2) As of June 30, 2021, the actual external guarantee (excluding the guarantee to the holding subsidiary) balance of the company at the end of the reporting period was 0 yuan in total; The external guarantee balance of the company’s holding subsidiary is 0 yuan; The actual guarantee balance of the company to its holding subsidiaries totaled 2075838700 yuan; The actual guarantee balance of holding subsidiaries to holding subsidiaries totaled 287.24 million yuan.
The total guaranteed assets of the company at the end of the reporting period were RMB 3.0773 million, accounting for 200787% of the actual balance of the company’s net assets at the end of the reporting period.
The company has no overdue external guarantee, no guarantee amount involved in litigation and the amount of loss due to the judgment of losing the guarantee. The company has no illegal external guarantee in the current period.
(3) The company has no controlling shareholders and other related parties
