Shenzhen Sinovatio Technology Co.Ltd(002912)
Report on the work of independent directors in 2021
(Zhou Chengzhu)
Shareholders and shareholder representatives:
As an independent director of Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as “the company” or “the company”), I have strictly followed the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange Relevant laws and regulations such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and relevant provisions such as the articles of association and working rules for independent directors, faithfully perform their duties, give full play to the role of independent directors, and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at the meeting
In 2021, during my tenure as an independent director of the company, the company held four meetings of the board of directors, from the first meeting of the third board of directors to the fourth meeting of the third board of directors. My attendance at the board of directors is as follows:
The meeting shall be attended on site and entrusted to attend by means of communication. Whether there are two consecutive times of meeting, number of times of attending the meeting and number of times of not attending the meeting in person
Board of directors 4 1 3 0 0 0 no
In 2021, I attended the first extraordinary general meeting of shareholders of the company in 2021.
In 2021, the convening of the board of directors and general meeting of shareholders of the company met the legal procedures. After careful deliberation, I have no objection to all proposals.
2、 Giving prior approval and independent opinions
In 2021, I carefully reviewed the meeting materials in accordance with the provisions of relevant laws, regulations and normative documents, and issued prior approval and independent opinions on relevant matters of the company as follows:
(I) on October 14, 2021, the independent opinions with explicit consent were expressed on the relevant proposals on the appointment of senior managers of the company and the proposal on formulating Shenzhen Sinovatio Technology Co.Ltd(002912) the working plan for the tenure system and contractual management of the members of the management layer, which were considered at the first meeting of the third board of directors. (II) on December 24, 2021, the independent opinions with explicit consent were expressed on the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan and the proposal on the failure to lift the restrictions in the first lifting period of the 2019 restricted stock incentive plan and the repurchase and cancellation of some restricted shares.
3、 On site investigation of the company
As an independent director of the company, during my tenure as an independent director in 2021, I diligently and faithfully performed my duties as an independent director, and took advantage of the opportunity to participate in the board of directors, the general meeting of shareholders and other time to conduct on-site inspection on the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors, Carefully listened to the reports of relevant personnel, actively investigated and obtained the information needed for decision-making, put forward relevant opinions and suggestions for the company with professional knowledge, and actively and effectively performed the duties of independent directors.
4、 Other work done in protecting the rights and interests of investors
(I) supervision of the company’s information disclosure
In 2021, when I was an independent director, I supervised and inspected the information disclosure, urged the company to timely perform the information disclosure obligations in strict accordance with the relevant requirements of the CSRC and Shenzhen Stock Exchange and the provisions of the company’s information disclosure management system, ensured the company to establish good communication channels with investors, and safeguarded the legitimate rights and interests of the company and shareholders.
(II) supervision of the company’s operation and management
I paid close attention to the company’s operation and management and internal control. Through effective supervision and inspection, I fully performed the duties of independent directors and carefully reviewed the proposals considered by the board of directors. On this basis, I exercised my voting rights independently, objectively and prudently, and effectively safeguarded the legitimate rights and interests of the company and minority shareholders.
(III) self training and learning
I actively studied the relevant regulations, normative systems and documents newly issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, participated in the training organized by Shenzhen Stock Exchange and Shenzhen Securities Regulatory Bureau, and further deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of minority shareholders, Maintain the legitimate rights and interests of small and medium-sized shareholders and effectively improve their professional knowledge.
5、 Appointment of special committees
As a member of the strategy committee of the board of directors and the chairman of the nomination committee of the company, I earnestly perform my duties and actively carry out my work in accordance with the rights conferred by laws, regulations, the guidelines for the governance of listed companies, the articles of association, the rules of procedure of the strategy committee of the board of directors and the rules of procedure of the nomination committee of the board of directors. In 2021, during my tenure, the company did not hold a strategy committee and a nomination committee.
6、 Other matters
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to hire or dismiss an accounting firm;
(III) there is no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to perform my duties in a prudent, honest, diligent and conscientious manner, adhere to the principle of independent and objective judgment, participate in the decision-making of the board of directors and its committees, use my professional knowledge and experience to provide more suggestions for the sustainable development of the company and give full play to the functions of independent directors in accordance with the provisions and requirements of relevant laws and regulations, Earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
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independent director:
(Zhou Chengzhu)
March 15, 2022
