Safbon Water Service (Holding) Inc.Shanghai(300262)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Safbon Water Service (Holding) Inc.Shanghai(300262) (hereinafter referred to as “the company”), In 2021, I faithfully performed the duties of independent directors in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, other relevant laws and regulations, the articles of association, the independent director system and other relevant provisions and requirements of the company, Give full play to the role of independent directors, be diligent and responsible, promote the standardized operation of the company, and safeguard the interests of all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
During my tenure in 2021, the company held 11 meetings of the board of directors. I attended the meeting in person in strict accordance with the provisions and requirements of the articles of association. There was no absence or entrustment of others to attend the meeting. I diligently performed the duties of independent directors. Each time, the board of directors carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, and voted in favour of the relevant proposals considered at each meeting of the board of directors; The company held three general meetings of shareholders. In the process of attending the general meeting of shareholders, I attended the meeting in strict accordance with the provisions and requirements of the articles of association and the rules of procedure of the general meeting of shareholders, performed my duties as an independent director in good faith and diligence, and safeguarded the interests of the company and all shareholders, especially the minority shareholders.
The convening and convening of the board of directors and the general meeting of shareholders of the company comply with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
2、 Opinions on major issues of the company
In 2021, I investigated, studied and deliberated various proposals with a serious and responsible attitude, and expressed independent opinions on relevant matters of the board of directors, which played a positive role in the scientific decision-making of the board of directors and the standardized operation and sound development of the company, and effectively safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. In accordance with the requirements of the independent director system of the company, I earnestly, diligently and prudently performed my duties, participated in the board of directors of the company, and expressed independent opinions on the following matters in accordance with relevant regulations:
Opinion No. time session independent opinion matters
type
1. About the occupation of the company’s funds by controlling shareholders and other related parties
Special description and independent opinions on the external guarantee of the company
The 4th board of directors 2. On the self-evaluation report of the company’s internal control in 2020
1. Independent opinion of the 25th meeting on April 7, 2021 3. Independent opinion on the renewal of the audit institution in 2021
4. About the directors, supervisors and senior managers of the company in 2021
Independent opinion on remuneration
5. Independent opinions on the company’s 2020 profit distribution plan
6. Special report on the deposit and actual use of raised funds in 2020
Independent opinion of the report
7. Independent opinions on changes in accounting policies
8. About the company’s issuance of A-Shares to specific objects this time
Independent opinion on matters
(1) Article on the company’s compliance with issuing A-Shares to specific objects
Independent opinion
(2) Independent opinions on the company’s issuance plan and plan
(3) On the demonstration of the company’s non-public offering plan
Independent opinions of the analysis report
(4) Independent opinions on the issue constituting related party transactions
(5) About approving Shandong Gaochuang Construction Investment Group Co., Ltd
Independent opinion on exemption from tender offer
(6) On diluting the immediate return of this offering and taking filling measures
Independent opinions on implementation and commitments of relevant subjects
(7) About the company’s shareholder return plan for the next three years (2021)-
Independent opinion in 2023)
(8) About the company and Shandong Gaochuang signing the shares with effective conditions
Independent opinion on subscription agreement
(9) About requesting the general meeting of shareholders to authorize the board of directors to handle this non
Independent opinions on matters related to public offering of shares
1. About the company’s compliance with the gem to issue A-Shares to specific objects
Independent opinions on the voting conditions of the Fourth Board of directors
2. The 27th meeting on May 11, 2021 2. Independent opinions on the company’s approval plan for issuing A-Shares to specific objects in 2021 (Updated)
3. About agreeing to exempt Shandong Gaochuang Construction Investment Group Co., Ltd
Independent opinion on Issuing takeover offer
The fourth session of the board of directors 1. On the external guarantee and related matters of the company in the half year of 2021
3. The 28th meeting on August 25, 2021 agreed to the independent opinion on the occupation of funds by the negotiating party
The 4th board of directors 1. Independent intention on by election of non independent directors of the 4th board of directors
4. Agreed at the 29th meeting on September 15, 2021
5. On September 24, 2021, the 4th board of directors 1. The independent opinions on the restructuring of “17 ba’an debt” agreed to the 30th meeting
The 4th board of directors
6. The 33rd meeting on November 18, 2021 1 1. Independent opinions on the appointment of chief financial officer
1. Independent opinions on the appointment of the Secretary of the board of directors
2. Application to financial institutions and financial enterprises in 2021
Independent opinions on comprehensive credit line and estimated guarantee line
3. About the company’s issuance of A-Shares to specific objects this time
Independent opinions on matters of the 4th board of directors
7. Independent opinion of the 34th meeting on December 26, 2021 (1) that the company still meets the conditions for agreeing to issue A-Shares to specific objects
(2) About the company’s issuance plan (updated version) and plan
Independent opinions of (second updated version)
(3) On the demonstration of the company’s non-public offering plan
Independent opinions on the analysis report (updated version)
(4) About approving Shandong Gaochuang Construction Investment Group Co., Ltd
Independent opinion on exemption from issuing acquisition offer (second updated version)
(5) The issue constitutes a related party transaction (updated version)
separate opinion
(6) Notice on the signing of the attached entry into force conditions between the company and Shandong Gaochuang
Independent opinions on the supplementary agreement to the share subscription agreement
3、 Performance of special committees
As the chairman of the nomination committee of the company, I have assessed the nomination of directors and senior managers of the company, and believe that they are in line with the provisions of the company law and the articles of association. Relevant personnel are competent for their respective jobs and can make good judgments and decisions for the development of the company.
At the same time, as a member of the remuneration and assessment committee, I assessed the annual remuneration of the company’s directors and senior managers. The determination of the company’s remuneration was combined with the company’s operation, in strict accordance with the relevant systems of the company, and took into account the evaluation of the integrity, responsibility and diligence of the directors and senior managers.
4、 Work done in protecting the rights and interests of investors
1. Supervision of the company’s internal control and corporate governance structure
In 2021, in addition to participating in the decision-making of the board of directors and the general meeting of shareholders, I actively paid attention to matters that may affect the company’s internal control and corporate governance structure, investigated major matters of the company’s financial operation, capital transactions, related party transactions and equity M & A, carefully listened to the reports of relevant personnel of the company and conducted field visits, timely understood the production and operation dynamics of the company, and earnestly performed the duties of independent directors.
2. Continue to pay attention to the company’s information disclosure
Actively supervise the timeliness, accuracy, integrity and authenticity of the company’s information disclosure, and urge the company to timely and accurately disclose periodic reports and other matters that have a significant impact on the company.
3. Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, and deepened my understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of social public shareholders
