2021 annual report of independent directors
(Huang Lei)
As an independent director of Lingnan Eco&Culture-Tourism Co.Ltd(002717) (hereinafter referred to as "the company"), in strict accordance with the provisions of the company law of the people's Republic of China, the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in listed companies and other relevant laws, regulations and rules, as well as the relevant provisions and requirements of the company's working system for independent directors and the articles of association, I will work objectively and In accordance with the principle of impartiality and independence, he performed his duties diligently and faithfully, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, and gave full play to the role of independent directors and professional committees. On the one hand, strictly review the relevant matters submitted by the company to the board of directors, safeguard the legitimate rights and interests of the company and public shareholders, and promote the standardized operation of the company; On the other hand, give full play to their professional advantages, actively pay attention to and participate in the research of the company's development strategy, put forward opinions and suggestions for the company's audit and internal control, the selection of directors and senior executives, and effectively safeguard the interests of the company and all shareholders. The following is a brief report on the work during his tenure in 2021.
1、 My attendance at the 2021 shareholders' meeting
The board of directors and general meeting of shareholders convened and held by the company in 2021 comply with legal procedures, and major business decisions and other major matters have fulfilled relevant approval procedures, which are legal and effective.
In 2021, I actively participated in the board of directors held by the company, carefully reviewed relevant materials, participated in the discussion of various topics and put forward reasonable suggestions, exercised voting rights with a rigorous attitude and fulfilled the obligations of independent directors. After careful consideration of various proposals of the board of directors and other matters of the company, I voted in favor without raising any objection. The attendance at the meetings of the board of directors and the general meeting of shareholders in this year is as follows:
The number of meetings of independent directors held in person and the number of absences entrusted to attend whether there have been two consecutive absences
Name and times of attending the meeting in person
Huang Lei's board of directors 15 times 15 times 0 times 0 times no
Name of independent director type of meeting number of meetings attended
Huang Lei held 7 general meetings
2、 Prior approval opinions and independent opinions issued
In 2021, in accordance with relevant laws, regulations and relevant systems, I gave the following prior approval opinions and independent opinions on relevant matters of the company:
Prior approval:
1. On January 5, 2021, issued the prior approval opinions on the project contract and related party transaction to be signed between the subsidiary Shanghai Hengrun Digital Technology Group Co., Ltd. (hereinafter referred to as "Hengrun technology") and Shenzhen Xingyu Cultural Tourism Investment Co., Ltd. (hereinafter referred to as "Xingyu cultural tourism") and bbcstudios Distribution Limited (hereinafter referred to as "bbcs");
2. On March 2, 2021, the company's subsidiary Lingnan Water Group Co., Ltd. (hereinafter referred to as "Lingnan water") proposed to sign the project contract and related party transaction with Cubic Digital Technology Co.Ltd(300344) (hereinafter referred to as " Cubic Digital Technology Co.Ltd(300344) );
3. On March 19, 2021, the company issued the prior approval opinion on the company's application to guanrui commercial factoring (Guangzhou) Co., Ltd. (hereinafter referred to as "guanrui factoring") for handling commercial factoring business and related party transactions;
4. On April 5, 2021, the company issued the prior approval opinion on the company's application to guanrui factoring for handling commercial factoring business and related party transactions;
5. On April 18, 2021, the company issued the company's prior approval opinions on the estimated amount of related party guarantee in 2021 and the company's prior approval opinions on the renewal of the company's audit institution in 2021;
6. On August 19, 2021, the company issued the company's prior approval opinions on the related party transactions expected in the second half of 2021;
7. On December 7, 2021, the company issued the prior approval opinion on the change of accounting firm.
Independent opinion:
1. On January 8, 2021, at the 30th meeting of the 4th board of directors held by the company, the following independent opinions were expressed on relevant proposals:
1.1 independent opinions on the guarantee provided by the company to the project company
1.2 independent opinions on project contracts and related party transactions to be signed by subsidiaries
2. On March 5, 2021, at the 32nd meeting of the Fourth Board of directors held by the company, the independent opinions on the project contract and related party transactions to be signed by the subsidiary were issued;
Independent opinions on carrying out factoring business and related party transactions in the company;
4. On April 8, 2021, at the 34th meeting of the Fourth Board of directors held by the company, the independent opinions on the company's factoring business and related party transactions were issued;
5. On April 28, 2021, at the 35th meeting of the Fourth Board of directors held by the company, the following independent opinions were expressed on relevant proposals:
5.1 independent opinions on the capital occupation and external guarantee of the company's controlling shareholders and other related parties in 2020
5.2 independent opinions on the company's 2020 profit distribution plan
5.3 independent opinions on the special report on the deposit and use of the company's raised funds in 2020
5.4 independent opinions on the company's internal control evaluation report in 2020
5.5 independent opinions on the renewal of the company's audit institution in 2021
5.6 independent opinions on the prediction of guarantee amount and related guarantee amount in 2021
5.7 independent opinions on the company's use of idle self owned funds for entrusted financial management in 2021
5.8 independent opinions on the company's provision for asset impairment in 2020
5.9 independent opinions on the appointment of senior managers
5.10 independent opinions on changes in accounting policies
5.11 independent opinions on unfulfilled unlocking conditions and repurchase and cancellation of some restricted shares in the third unlocking period of 2018 restricted stock incentive plan
6. On May 7, 2021, at the 36th meeting of the Fourth Board of directors held by the company, the company issued independent opinions on extending the validity period of the resolutions of the general meeting of shareholders of the company's non-public offering of shares and requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to fully handle the specific matters of this non-public offering of shares;
7. On August 30, 2021, at the 37th meeting of the Fourth Board of directors held by the company, the following independent opinions were expressed on relevant proposals:
7.1 independent opinions on the occupation of funds and external guarantees by the company's controlling shareholders and other related parties 7.2 independent opinions on the special report on the deposit and use of raised funds in the half year of 2021
7.3 independent opinions on related party transactions expected in the second half of 2021
8. On September 23, 2021, at the 38th meeting of the Fourth Board of directors held by the company, relevant discussions were held
8.1 independent opinions on adjusting the investment amount of raised funds of raised investment projects
8.2 independent opinions on using raised funds to replace early investment
9. On October 19, 2021, at the 39th meeting of the Fourth Board of directors held by the company, the following independent opinions were expressed on relevant proposals:
9.1 independent opinions on the extension of some raised investment projects
9.2 independent opinions on using some idle raised funds to supplement working capital temporarily
10. On October 29, 2021, at the 40th meeting of the Fourth Board of directors held by the company, an independent opinion on the provision for asset impairment in the third quarter of 2021 was issued;
11. On December 3, 2021, at the 43rd meeting of the Fourth Board of directors held by the company, the independent opinions on the proposal of the company's external guarantee amount were issued;
12. On December 10, 2021, at the 44th meeting of the Fourth Board of directors held by the company, the independent opinions on the proposal on changing the accounting firm were issued.
The opinions of the above independent directors are published on http://www.cn.info.com.cn.
3、 Work of special committees under the board of directors and regular reports
1. In 2021, the nomination committee of the Fourth Board of directors held one meeting, and I attended the meeting as a member of the nomination committee of the Fourth Board of directors. The meeting deliberated and adopted the proposal on the appointment of senior managers.
2. In 2021, the special audit committee of the Fourth Board of directors held 6 meetings, and I attended the meeting as the chairman of the special audit committee of the Fourth Board of directors. The meeting deliberated and adopted the proposal on the extension of some raised investment projects, the proposal on the use of some idle raised funds to temporarily supplement working capital, the proposal on the change of accounting firms and relevant proposals on periodic reports.
During the preparation of the company's regular report and the information disclosure of relevant materials, I carefully listened to the report of the company's management on the company's operation and other major matters in the current year, listened to the report of the company's chief financial officer on the company's financial situation and operating results, and gave full play to the supervisory role of independent directors. Due to the industrial characteristics of environmental protection and engineering industry, the accounts receivable of enterprises are relatively high. It is suggested that the company pay attention to the management of accounts receivable and inventory, speed up the recovery of accounts receivable and accelerate the return of funds.
4、 Site office conditions
In 2021, by attending the meetings of the board of directors and committees under the board of directors, attending the general meeting of shareholders, working meeting, industry research meeting and other opportunities, I conducted on-site office, investigation and discussion in the company for more than 14 days, deeply understood the daily operation of the company and the implementation of the resolutions of the board of directors, had a discussion with the management, and listened to the management's report on the operation of the company. At the same time, I keep close contact with other directors, senior managers and relevant staff of the company by telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, timely understand and master the progress of major matters of the company, and carefully check and supervise the financial management, business development and other related matters of the company, Fully and effectively performed the duties of independent directors and promoted the scientificity and objectivity of the decision-making of the board of directors.
5、 Other work done in protecting the rights and interests of investors
1. I have effectively performed the duties of independent directors. I require the company to provide relevant materials in advance for careful review of major matters considered and decided by the board of directors of the company, and ask relevant departments and personnel of the company if necessary. On this basis, the independent, objective and prudent exercise of voting rights by using their own professional knowledge has promoted the scientificity and objectivity of the decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and shareholders.
2. Continuously strengthen learning and improve the ability to perform duties. In 2021, I carefully studied the relevant regulations, normative documents and other relevant documents newly issued by the CSRC and Shenzhen Stock Exchange, always paid attention to the production and operation status of the company and the implementation of the resolutions of the board of directors, and continuously strengthened my understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, Improve the ability to safeguard the interests of the company and the legitimate rights and interests of shareholders. 3. Continue to pay attention to the company's information disclosure, and urge the company to improve the company's information disclosure management system in strict accordance with the requirements of laws and regulations; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company's information disclosure.
6、 Other
1. During my tenure, I did not propose to convene the board of directors;
2. During my term of office, I have not independently hired external audit institutions and consulting institutions;
3. During my tenure, I did not propose to the board of directors to convene an extraordinary general meeting of shareholders.
7、 Work plan for 2022
In 2022, in strict accordance with the requirements of relevant laws and regulations, I will conscientiously, diligently and faithfully perform the duties of independent directors, deeply understand the operation of the company, use my professional knowledge and experience to provide more suggestions for the development of the company and provide reference opinions for the decision-making of the board of directors, so as to improve the operation decision-making level of the company and safeguard the legitimate rights and interests of minority shareholders.
contact information: [email protected].
Independent director: Huang Lei
April 29, 2002
