Kelin Environmental Protection Equipment Inc(002499)
2021 annual report of independent directors (Zhang Fan)
As an independent director of the 5th board of directors of Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as “the company”), in accordance with the provisions of the company law, the securities law, the rules for independent directors of listed companies and other laws, regulations, departmental rules and normative documents, as well as the requirements of the articles of association, the working system of independent directors, the rules of procedure of the special committee of the board of directors and other internal control systems, I worked in 2021 in the spirit of independence In the principle of objectivity and impartiality, faithfully perform their duties, timely understand the company’s business information, pay comprehensive attention to the company’s development, actively attend the company’s meetings, carefully review the proposals of the board of directors and special committees, and express independent opinions on relevant matters of the company. My performance in 2021 is reported as follows:
1、 Attendance at the board of directors and shareholders’ meeting
During the reporting period, I attended 12 board meetings and 4 shareholders’ meetings of the company; I voted in favor of all the proposals considered by the board of directors, and there was no objection or abstention; During the reporting period, I did not raise any objection to any matter of the company. The convening of the board of directors and the general meeting of shareholders of the company complies with legal procedures, and major business decisions and other major matters have been subject to relevant examination and approval procedures, which are legal and effective. Number of board meetings to be attended during the reporting period: 12
Independent director’s surname: on-site attendance; communication mode: attendance; attendance; number of absences; whether he failed to attend in person for two consecutive times
Sail 2100000 times no
Number of shareholders’ meetings to be attended during the reporting period: 6
2、 Appointment to the special committee of the board of directors
As a member of the audit committee of the 5th board of directors of the company, I supervise the formulation and implementation of the company’s internal audit system, review the company’s financial information and its disclosure, assist in reviewing the construction of the company’s internal control system, report to the board of directors, and cooperate with the board of supervisors in supervision and inspection activities.
As the chairman of the nomination committee of the 5th board of directors of the company, I organized to participate in the meeting of the nomination committee of the board of directors in strict accordance with the working rules of the nomination committee of the board of directors and according to the actual work needs
It puts forward suggestions on the staffing of the company and the selection and election procedures of relevant middle and senior managers, which has played a good role in promoting the construction of corporate governance structure.
3、 Independent opinions
During the reporting period, as an independent director of the company, I scrupulously performed my duties and expressed independent opinions on relevant matters of the company in strict accordance with relevant laws, regulations and rules.
Time session event opinion type
On February 27, 2021, the 5th board of directors issued independent opinions on the appointment of senior managers of the company and agreed to a meeting
On April 21, 2021, the 5th board of directors issued the opinions of the second meeting of independent consent on the company’s proposed investment and establishment of joint ventures and related party transactions
Issue independent opinions on 2020 profit distribution plan
Independent opinion on the self-evaluation report of internal control in 2020
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Express independent opinions on adjusting the allowance of independent directors
Issue the non-standard certificate issued by the board of directors for accounting firms
On April 27, 2021, the independent opinion of the fifth session of the board of directors on the special notes on matters involved in the audit opinion agreed to be issued at the third meeting
Special notes on unqualified internal control assurance report
separate opinion
Publish information on the company’s external guarantee and occupation of related parties in 2020
Financial matters
Issue independent opinions on the verification of related party transactions of the company
On June 17, 2021, the 5th board of directors issued independent opinions on the addition of independent directors and agreed to the fourth meeting
Express independent opinions on the external guarantee of the company
On August 13, 2021, the 5th board of directors issued independent opinions on the occupation of funds by related parties of the company and agreed to issue independent opinions on the renewal of the accounting firm at the 5th meeting
Issue independent opinions on changes in accounting estimates
Issue a report on the stock issue of Kelin Environmental Protection Equipment Inc(002499) 2021
On August 19, 2021, the independent opinions on the incentive plan (Draft) and its summary of the Fifth Board of directors agreed to issue the report on the stock period of Kelin Environmental Protection Equipment Inc(002499) 2021 at the sixth meeting
Independent opinions on the implementation and assessment management measures of incentive plan
On September 14, 2021, the 5th board of directors issued independent opinions on the first grant of stock options to incentive objects and agreed to the eighth meeting
Issue a statement on continuing to promote the sale of Shandong Heze Power Station and its property rights
202111.08 the 10th meeting of the 5th board of directors agreed to issue a statement on continuing to promote the sale of Shannan power station in Tibet and its property rights
Partial debt forgiveness of the party
202111.17 the 5th board of directors issued an independent opinion on granting and agreeing to reserve stock options at the 11th meeting to the incentive objects of 2021 stock option incentive plan
202112.13 the 12th meeting of the 5th board of directors agreed to issue independent opinions on the change of accounting firm
4、 On site investigation in the company
During the reporting period, I took advantage of the opportunity to attend the meeting on site to conduct on-site investigation and understanding in advance, actively communicate with other directors, supervisors, senior managers and internal and external audit institutions of the company, and understand the operation, internal control and financial status of the company from multiple angles and aspects; Keep in touch with the company’s directors, the Secretary of the board of directors, the person in charge of Finance and other relevant staff, timely learn about the progress of major matters of the company and master the operation dynamics of the company; At the same time, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
5、 Protection of investors’ rights and interests
I actively pay attention to the company’s business status, financial status and the implementation of internal control system, and timely understand the possible business risks of the company. For each proposal submitted to the board of directors and the general meeting of shareholders for deliberation, the voting right shall be exercised independently, objectively and impartially by asking relevant departments and personnel and consulting relevant laws and regulations, combined with their own professional knowledge, so as to maintain full independence in their work. At the same time, I continue to pay attention to the company’s information disclosure, urge the company to improve and effectively implement the company’s information disclosure management system in strict accordance with the administrative measures for information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure, and effectively safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
6、 Training and learning
In 2021, I continued to strengthen my study and improve my ability to perform my duties. By studying the latest laws, regulations and rules, deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of social public shareholders, so as to effectively strengthen the ability to protect the interests of the company and investors, form the ideological awareness of consciously protecting the interests of social public shareholders, and provide better opinions and suggestions for the scientific decision-making and risk prevention of the company, And promote the company’s further standardized operation.
7、 Other matters
During the reporting period, the convening and convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant procedures were implemented for major business decisions. In the process of performing my duties as an independent director, the company actively cooperated, provided favorable conditions such as personnel, materials and on-site office space, attached great importance to and reasonably adopted my suggestions and opinions on relevant matters. Therefore, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, to dismiss the accounting firm, or to independently employ external audit institutions and consulting institutions.
8、 Contact information
mail box: [email protected]. 。
Independent director: Zhang Fan April 29, 2002
