Securities code: Shenzhen Sinovatio Technology Co.Ltd(002912) securities abbreviation: Shenzhen Sinovatio Technology Co.Ltd(002912) Announcement No.: 2022008 Shenzhen Sinovatio Technology Co.Ltd(002912)
Announcement of the resolution of the fifth meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as "the company" or "the company") the fifth meeting of the third board of directors was held in Nanjing on March 15, 2022 by means of on-site combined with communication voting. The notice of the meeting was sent to all directors by e-mail on March 4, 2022. The meeting was convened and presided over by the chairman of the company. 9 directors should attend the meeting, 9 directors actually attended, and all supervisors and senior managers of the company attended as nonvoting delegates. The notice, convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the Shenzhen Sinovatio Technology Co.Ltd(002912) articles of Association (hereinafter referred to as the "articles of association"), and are legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
In 2021, all directors, in accordance with the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other company systems, strictly perform the duties entrusted to directors by the general meeting of shareholders, earnestly safeguard the interests of the company and the interests of shareholders, especially small and medium-sized shareholders, and in accordance with the company's long-term development strategy and objectives, Carry out all work diligently and give full play to the due role of the board of directors in corporate governance and standardized operation.
The current independent directors of the company, Mr. Zhou Chengzhu, Ms. Xiao Youmei and Mr. Le Hongwei, as well as the former independent directors, Mr. Zhou Zhuzhu, Mr. Liu Yong and Mr. Peng Xiaoguang, submitted the report on the work of independent directors in 2021 to the board of directors respectively, and will report on their work on site at the 2021 general meeting of shareholders.
Disclosed the work report of the board of directors in 2021 and the work report of independent directors in 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. Deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
Mr. Ling Dongsheng, the general manager of the company, reported the 2021 general manager work report to all directors. All directors believed that the report objectively and truly reflected the overall operation of the company in 2021. The management effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and the overall operation of the company was in good condition.
3. Annual review report on 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors of the company agreed to submit the annual report of 2021 and its summary.
For details, please refer to the company's announcement on securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 16, 2022 The disclosed summary of annual report of 2021 (Announcement No.: 2022017) and on cninfo (www.cn. Info. Com. CN.) Annual report 2021 disclosed. The directors and senior managers of the company signed the written confirmation on the 2021 annual report.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
Audited by Lixin Certified Public Accountants (special general partnership), in 2021, the company realized an operating income of 6938775 million yuan, a decrease of 27.27% over the same period of last year; The net profit attributable to the shareholders of the listed company was 562683 million yuan, a decrease of 77.29% over the same period of the previous year. At the end of 2021, the total assets of the company were 21637794 million yuan, a decrease of 5.66% over the same period of last year; The net assets of the company were 1679831400 yuan, a decrease of 4.29% over the same period last year. For details, please refer to the company's website (www.cn. Info. Com. CN.) on March 16, 2022 Disclosed financial final accounts report of 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on profit distribution plan for 2021
Voting results: 9 in favor, 0 against and 0 abstention.
In view of the fact that the net cash flow from operating activities in accordance with the consolidated statement of the company in 2021 is negative, the profit distribution of the company in 2021 does not meet the basic conditions for cash dividends specified in the articles of association and the profit distribution plan for the next three years (20202022), and comprehensively consider the long-term strategic plan of the company, In order to ensure the company's daily operation and future capital needs, the board of directors of the company agreed that the profit distribution plan for 2021 is: no cash dividend, no bonus shares, and no capital reserve converted into share capital.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company's announcement on securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 16, 2022 The special instructions on the proposed no profit distribution in 2021 (Announcement No.: 2022013) disclosed and on cninfo.com (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors disclosed.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
In 2021, the company's internal control system has been established and effectively implemented. All internal control systems meet the requirements of national laws and regulations and the actual needs of the company's production and operation. All key activities of the company's internal control can be carried out in strict accordance with the provisions of various systems, and no violation of the basic norms of enterprise internal control and other relevant rules is found.
The independent directors of the company expressed their independent opinions on this matter, and Lixin Certified Public Accountants (special general partnership) also issued an internal control assurance report.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on March 16, 2022 Self evaluation report on internal control in 2021 and assurance report on Shenzhen Sinovatio Technology Co.Ltd(002912) internal control disclosed.
7. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
While serving as the company's audit institution, Lixin Certified Public Accountants (special general partnership) audited the company in strict accordance with the relevant provisions of the accounting standards for business enterprises and the auditing standards. The audit report issued objectively and fairly reflected the company's financial situation and business results, and better fulfilled the responsibilities and obligations stipulated in the contract between both parties. In order to ensure the smooth progress of the company's audit work, the board of directors of the company agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022, responsible for the audit of the company's accounting statements and other related work, with a term of employment of one year.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter.
For details, please refer to the company's announcement on securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 16, 2022 The announcement on renewing the appointment of audit institutions in 2022 (Announcement No.: 2022010) disclosed and on cninfo (www.cn. Info. Com. CN.) Prior approval opinions of independent directors on matters related to the fifth meeting of the third board of directors and independent opinions of independent directors on matters related to the fifth meeting of the third board of directors disclosed.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. The proposal on the remuneration plan for directors and supervisors in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on March 16, 2022 The disclosed remuneration plan for directors and supervisors in 2022 and the independent opinions of independent directors on matters related to the fifth meeting of the third board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. Deliberated and passed the proposal on the remuneration plan for senior managers in 2022
Voting results: 7 in favor, 0 against and 0 abstention, of which Mr. Ling Dongsheng and Mr. Wang Mingyi, the related directors, as senior managers of the company, avoided voting.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on March 16, 2022 Disclosed the remuneration plan for senior managers in 2022 and the independent opinions of independent directors on matters related to the fifth meeting of the third board of directors.
10. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting results: 5 in favor, 0 against and 0 abstention, among which the affiliated directors Mr. Li Shouyu, Mr. Ian Jiang, Mr. Chen waihua and Ms. fan Qiaoqiao avoided voting due to their positions in the affiliated party Shenzhen Innovation Investment Group Co., Ltd.
It is estimated that the amount of daily related party transactions between the company and its wholly-owned subsidiaries and the related party Shenzhen Innovation Investment Group Co., Ltd. in 2022 will not exceed 8 million yuan.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter.
For details, please refer to the company's announcement on securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 16, 2022 The announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022012) disclosed and on cninfo.com (www.cn. Info. Com. CN.) The disclosed prior approval opinions of independent directors on matters related to the fifth meeting of the third board of directors and independent opinions of independent directors on matters related to the fifth meeting of the third board of directors.
11. Deliberated and passed the proposal on the unfulfilled conditions for lifting the restrictions on sales in the second lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares
Voting results: 8 in favor, 0 against and 0 abstention, of which Mr. Wang Mingyi, the director, avoided voting as the incentive object.
As the company's performance assessment in 2019, 2020 and 2021 did not meet the conditions for the lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019, and 23 original incentive objects resigned for personal reasons, the board of directors of the company agreed to repurchase and cancel 1238490 restricted shares granted but not lifted.
The independent directors of the company expressed their independent opinions on the matter, and Beijing JUNHE (Shenzhen) law firm also issued a legal opinion on the matter.
For details, please refer to the company's announcement on securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 16, 2022 The announcement on unfulfilled conditions for lifting restrictions on sales and repurchase and cancellation of some restricted shares in the second lifting period of the restricted stock incentive plan in 2019 (Announcement No.: 2022015) and on cninfo.com.cn The independent opinions of independent directors on matters related to the fifth meeting of the third board of directors and the legal opinion of Beijing JUNHE (Shenzhen) law firm on the repurchase and cancellation of Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan.
12. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
As the company's performance assessment in 2019, 2020 and 2021 did not meet the conditions for the lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019, and 23 original incentive objects resigned for personal reasons, the company plans to repurchase and cancel 1238490 restricted shares granted but not lifted. After the cancellation of this repurchase, the total share capital of the company was changed from 173070208 to 171831718, and the registered capital was changed from 173070208 to 171831718.
At the same time, the company is responsible for the relevant provisions of the articles of association
