Securities code: Shenzhen Sinovatio Technology Co.Ltd(002912) securities abbreviation: Shenzhen Sinovatio Technology Co.Ltd(002912) Announcement No.: 2022009 Shenzhen Sinovatio Technology Co.Ltd(002912)
Announcement of the resolution of the fourth meeting of the third board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as "the company" or "the company") the fourth meeting of the third session of the board of supervisors was held in Nanjing on March 15, 2022 by on-site combined with communication. The notice of the meeting was sent to all supervisors by e-mail on March 4, 2022. The meeting was convened and presided over by the chairman of the board of supervisors of the company. There were 5 supervisors who should attend the meeting, 5 supervisors who actually attended the meeting, 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、 Deliberation at the meeting of the board of supervisors
1. Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
In 2021, 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 supervisors and other company systems, and in order to effectively safeguard the interests of the company and the rights and interests of the majority of shareholders, all the supervisors of the company earnestly performed the duties entrusted to the board of supervisors by the general meeting of shareholders, and paid close attention to the company's business decision-making procedures, standardized operation, financial status The implementation of related party transactions and internal control system has been effectively supervised to ensure the standardized operation and sustainable development of the company.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on March 16, 2022 Disclosed the work report of the board of supervisors in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
After examination, the board of supervisors believes that the procedures for the preparation and deliberation of the 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
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 supervisors of the company signed a written confirmation on the 2021 annual report.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 5 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.
4. Deliberated and passed the proposal on profit distribution plan for 2021
Voting results: 5 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the profit distribution plan for 2021 complies with the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the articles of association, the profit distribution plan for the next three years (20202022) and so on, Combined with the company's actual operation and future development plan, it does not damage the interests of the company's shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company. The board of supervisors of the company agreed to the profit distribution plan for 2021.
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 Special instructions on no profit distribution in 2021 (Announcement No.: 2022013).
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors held that during the reporting period, the company has established a relatively perfect internal control system, which can be effectively implemented in accordance with the basic principles of internal control, ensure the orderly development of the company's business activities and effectively protect the fundamental interests of all shareholders of the company. The company's self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system. The board of supervisors has no objection to the self-evaluation report on internal control in 2021.
Lixin Certified Public Accountants (special general partnership) 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.
6. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 5 in favor, 0 against and 0 abstention.
Lixin Certified Public Accountants (special general partnership) was able to audit the company in accordance with the relevant provisions of the accounting standards for business enterprises and the auditing standards, and the audit report issued objectively and fairly reflected the company's financial situation and operating results, and better fulfilled the responsibilities and obligations stipulated in the contract between the two parties. In order to ensure the smooth progress of the company's audit work, the board of supervisors 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.
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 Announcement on reappointment of audit institutions in 2022 (Announcement No.: 2022010).
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on the remuneration plan for directors and supervisors in 2022 was deliberated and adopted
Voting results: 5 in favor, 0 against and 0 abstention.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on March 16, 2022 Disclosed the remuneration plan for directors and supervisors in 2022.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. Deliberated and passed the proposal on daily connected transactions expected in 2022
Voting results: 4 in favor, 0 against and 0 abstention, of which Ms. Yu Hao, the related supervisor, avoided voting because she held a position in the related 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.
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 Announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022012).
9. Deliberated and adopted the proposal on developing foreign exchange hedging business
Voting results: 5 in favor, 0 against and 0 abstention.
The company and its wholly-owned subsidiaries carry out foreign exchange hedging business, which is conducive to meeting the needs of normal operation and business, further improving the ability to deal with foreign exchange fluctuation risk, better avoiding and preventing exchange rate fluctuation risk and enhancing financial stability. Therefore, it is agreed that the company and its wholly-owned subsidiaries shall use the total amount of no more than US $50 million to carry out foreign exchange hedging business within 12 months after the deliberation and approval of the board of directors according to the actual business development.
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 Announcement on carrying out foreign exchange hedging business (Announcement No.: 2022018).
10. 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: 5 in favor, 0 against and 0 abstention.
After examination, the board of supervisors held that: the conditions for lifting the restrictions on sales in the second lifting period of the company's restricted stock incentive plan in 2019 were not fulfilled, and 23 original incentive objects among the granted incentive objects had resigned and no longer qualified for incentive. The above reasons involved 1238490 restricted shares, which should be repurchased and cancelled. The cancellation of this repurchase complies with the measures for the administration of equity incentive of listed companies and the Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (Revised Draft) and other relevant provisions. The decision-making and approval procedures are legal and compliant, and there is no damage to the interests of the company and its shareholders.
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 Disclosed 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.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolution of the 4th meeting of the 3rd board of supervisors
2. Shenzhen Sinovatio Technology Co.Ltd(002912) internal control assurance report;
3. 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.
It is hereby announced.
Shenzhen Sinovatio Technology Co.Ltd(002912)
Board of supervisors
March 16, 2022
