Shenzhen Sinovatio Technology Co.Ltd(002912)
Report on the work of independent directors in 2021
(column)
Shareholders and shareholder representatives:
During my tenure 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 companies listed on the main board of Shenzhen Stock Exchange, as well as the articles of association, working rules for independent directors and other relevant provisions, 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, the company held 6 meetings of the board of directors, from the 14th meeting of the second board of directors to the 19th meeting of the second 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 6 0 6 0 0 no
In 2021, I attended the 2020 annual general meeting of shareholders and the first extraordinary general meeting of shareholders in 2021.
In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal procedures, and I have no objection to all the proposals considered.
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 January 11, 2021, the independent opinions with explicit consent were expressed on the proposal on joint investment and related party transactions with related parties and the proposal on developing foreign exchange hedging business deliberated at the 14th meeting of the second board of directors.
(II) on March 26, 2021, the independent opinions with explicit consent were expressed on the proposal on adjusting the number of reserved shares in the 2019 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects deliberated at the 15th meeting of the second board of directors.
(III) on April 27, 2021, the company issued a prior approval opinion on the proposal on the expected daily connected transactions in 2021 and the proposal on the renewal of the auditor in 2021, and agreed to submit it to the 16th meeting of the second board of directors of the company for deliberation.
(IV) on April 28, 2021, the company issued special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee, and made comments on the proposal on the profit distribution plan in 2020 and the proposal on the renewal of the audit institution in 2021 considered at the 16th meeting of the second board of directors The proposal on the self-evaluation report on internal control in 2020 and the self-examination form for the implementation of internal control rules, the proposal on the remuneration scheme of directors and supervisors in 2021, the proposal on the remuneration scheme of senior managers in 2021, the proposal on the expected daily connected transactions in 2021, the proposal on the change of accounting policies The proposal on adjusting the repurchase price of some restricted shares granted by the 2019 restricted stock incentive plan for the first time and the proposal on repurchase cancellation of some restricted shares granted by the 2019 restricted stock incentive plan for the first time have expressed their independent opinions with explicit consent.
(V) on May 14, 2021, the independent opinions with explicit consent were expressed on the proposal on terminating joint investment and related party transactions with related parties and the proposal on electing independent directors deliberated at the 17th meeting of the second board of directors.
(VI) on August 26, 2021, the company issued special instructions and independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties and the company’s external guarantee, and expressed clearly agreed independent opinions on the proposal on using idle self owned funds for cash management and the proposal on applying for credit line from banks considered at the 18th meeting of the second board of directors.
(VII) on September 23, 2021, the company issued a prior approval opinion on the proposal on changing the audit institution in 2021 and agreed to submit it to the 19th meeting of the second board of directors for deliberation.
(VIII) on September 24, 2021, the independent opinions with explicit consent were expressed on the proposal on the election of non independent director candidates of the third board of directors, the proposal on the election of independent director candidates of the third board of directors and the proposal on the change of audit institution in 2021, which were considered at the 19th meeting of the second board of directors.
3、 On site investigation of the company
As an independent director of the company, I worked diligently and faithfully during my tenure as an independent director in 2021, listened carefully to the reports of relevant personnel when attending the meeting, and obtained the company’s production and operation, the implementation of internal control system and other information by attending on-site meetings, communicating with the management and other means, So as to make better use of professional knowledge to put forward relevant opinions and suggestions for the company; Timely pay attention to the impact of external environment and market changes on the company, pay attention to the relevant media reports on the company, supervise the standardized operation of the company, actively and effectively perform the duties of independent directors, and safeguard the legitimate rights and interests of the company and minority shareholders.
4、 Other work done in protecting the rights and interests of investors
(I) supervision of the company’s information disclosure
In the company’s daily information disclosure work in 2021, I supervised and inspected the authenticity, accuracy, completeness and timeliness of information disclosure, and urged the company to earnestly perform its information disclosure obligations in strict accordance with the provisions of the stock listing rules, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and the company’s information disclosure management system. Through effective supervision, fully perform the duties of independent directors, promote the company to maintain good communication with investors, and safeguard 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 operating conditions, financial 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 and its subordinate committees. 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 have actively studied the relevant regulations, normative documents and other relevant documents newly issued by the CSRC and Shenzhen Stock Exchange, and actively participated in the training organized by the CSRC and Shenzhen Stock Exchange in various ways, which has further deepened the understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting the interests of minority shareholders, Continuously improve their ability to perform their duties, provide better suggestions for the company’s scientific decision-making and risk prevention, and effectively safeguard the legitimate rights and interests of social public shareholders.
5、 Appointment of special committees
During my tenure as a member of the strategy committee of the board of directors and the chairman of the nomination committee of the company, I earnestly performed my duties and actively carried 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, I attended 7 meetings of the strategy committee, discussed and considered major issues affecting the company’s development, and put forward positive suggestions in combination with the company’s strategic development plan.
In 2021, I attended two meetings of the nomination committee. Discussed and considered matters such as the election of independent directors, studied and made suggestions on the candidates, selection criteria and procedures of corporate governance and management.
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.
(no text below)
(there is no text on this page, which is the signature page of Shenzhen Sinovatio Technology Co.Ltd(002912) 2021 annual report of independent directors)
independent director:
(column)
March 15, 2022
