Shenzhen Sinovatio Technology Co.Ltd(002912)
Annual report of the board of directors in 2021
In 2021, the board of directors of Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as "the company" or "the company") strictly followed the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China (hereinafter referred to as "the securities law"), the stock listing rules of Shenzhen Stock Exchange In accordance with the provisions of laws and regulations such as the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and the company's systems such as the articles of association and the rules of procedure of the board of directors, in order to effectively safeguard the interests of the company and the rights and interests of the majority of shareholders, earnestly perform the responsibilities entrusted to the board of directors by the general meeting of shareholders, and diligently carry out all work in accordance with the development strategy and objectives determined by the company, Constantly standardize the corporate governance structure and ensure the scientific decision-making and standardized operation of the board of directors. The work of the board of directors in 2021 is reported as follows:
1、 Review of the company's operation in 2021
In 2021, the international macro situation is becoming more and more complex, the covid-19 epidemic outside China continues to repeat, and many factors such as the adjustment of financial budget expenditure of customers in major industries in China have brought challenges to the company's operation. The signing and implementation progress of some orders of the company have been affected, resulting in a decline in the company's operating performance to a certain extent. However, in the face of difficulties and problems, the company made timely adjustments and took various measures to actively carry out product innovation and business transformation. On the one hand, the company continued to increase R & D investment in traditional business areas to maintain its continuous leading edge in products and technology; On the other hand, the company closely followed the wave of enterprise digital transformation and continued to increase R & D and market investment in the direction of government and enterprise business, laying the foundation for the company's long-term strategic development.
Main business indicators of the company in 2021: the operating revenue was 6938775 million yuan, a decrease of 27.27% over the same period of last year; The operating profit was 235393 million yuan, a decrease of 90.98% over the same period last year; The total profit was 244553 million yuan, a decrease of 90.67% 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.
2、 Daily work of the board of directors
(I) operation of the board of directors
In 2021, the board of directors of the company held 10 board meetings. The convening, convening and voting procedures of the board of directors were operated in strict accordance with the company law, the articles of association, the rules of procedure of the board of directors and other relevant regulations. All directors of the company attended the meeting through on-site or communication. The details are as follows:
1. On January 11, 2021, the company held the 14th meeting of the second board of directors, which deliberated and adopted the following four proposals:
(1) Proposal on joint investment and related party transactions with related parties;
(2) Proposal on formulating the foreign exchange hedging business management system;
(3) Proposal on carrying out foreign exchange hedging business;
(4) Proposal on improving the quality self inspection report and rectification plan of Listed Companies in 2020.
2. On March 26, 2021, the company held the 15th meeting of the second board of directors, which deliberated and adopted the following two proposals:
(1) Proposal on adjusting the reserved part of 2019 restricted stock incentive plan;
(2) Proposal on granting reserved restricted shares to incentive objects.
3. On April 28, 2021, the company held the 16th meeting of the second board of directors, which deliberated and adopted the following 15 proposals:
(1) Proposal on the work report of the board of directors in 2020;
(2) Proposal on 2020 general manager's work report;
(3) Proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2020 annual report and its summary;
(4) Proposal on 2020 financial final accounts report;
(5) Proposal on 2020 profit distribution plan;
(6) Proposal on the self evaluation report on internal control in 2020;
(7) Proposal on reappointment of audit institutions in 2021;
(8) Proposal on the remuneration scheme of directors and supervisors in 2021;
(9) Proposal on the remuneration scheme of senior managers in 2021;
(10) Proposal on daily connected transactions expected in 2021;
(11) Proposal on changes of accounting policies;
(12) Proposal on adjusting the repurchase price of some restricted shares granted for the first time under the restricted stock incentive plan in 2019;
(13) Proposal on repurchase and cancellation of some restricted shares granted for the first time under the 2019 restricted stock incentive plan;
(14) Proposal on the full text and text of Shenzhen Sinovatio Technology Co.Ltd(002912) 2021 first quarter report;
(15) Proposal on proposing to convene the 2020 annual general meeting of shareholders.
4. On May 14, 2021, the company held the 17th meeting of the second board of directors, which deliberated and adopted the following three proposals:
(1) Proposal on changing the registered capital and amending the articles of Association;
(2) Proposal on the election of independent directors;
(3) Proposal on terminating joint investment and related party transactions with related parties.
5. On August 26, 2021, the company held the 18th meeting of the second board of directors, which deliberated and adopted the following three proposals:
(1) Proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2021 semi annual report and its summary;
(2) Proposal on using idle self owned funds for cash management;
(3) Proposal on applying for credit line from banks.
6. On September 24, 2021, the company held the 19th meeting of the second board of directors, which deliberated and adopted the following four proposals:
(1) Proposal on the election of non independent directors of the third board of directors;
(2) Proposal on the election of independent directors of the third board of directors;
(3) Proposal on changing the audit institution in 2021;
(4) Proposal on convening the first extraordinary general meeting of shareholders in 2021.
7. On October 14, 2021, the company held the first meeting of the third board of directors, which deliberated and adopted the following 9 proposals:
(1) Proposal on the election of the chairman of the third board of directors;
(2) Proposal on the election of members of special committees of the third board of directors;
(3) Proposal on appointing the general manager of the company;
(4) Proposal on appointing deputy general manager of the company;
(5) Proposal on appointing the Secretary of the board of directors of the company;
(6) Proposal on the appointment of the company's chief financial officer;
(7) Proposal on appointing the person in charge of internal audit of the company;
(8) Proposal on appointment of securities affairs representative of the company;
(9) Proposal on formulating Shenzhen Sinovatio Technology Co.Ltd(002912) the working plan on the tenure system and contractual management of the members of the management
8. On October 25, 2021, the company held the second meeting of the third board of directors, which deliberated and adopted the following proposal:
(1) Proposal on the third quarter report of Shenzhen Sinovatio Technology Co.Ltd(002912) 2021.
9. On November 30, 2021, the company held the third meeting of the third board of directors, which deliberated and adopted the following proposal:
(1) Proposal on formulating Shenzhen Sinovatio Technology Co.Ltd(002912) board of directors Authorization Management Regulations.
10. On December 24, 2021, the company held the fourth meeting of the third board of directors, which deliberated and adopted the following four proposals:
(1) Proposal on adjusting the repurchase price of restricted shares in 2019 restricted stock incentive plan; (2) Proposal on the unfulfilled conditions for lifting the restrictions on sales in the first lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted stocks;
(3) Proposal on changing the registered capital and amending the articles of Association;
(4) Proposal on convening the first extraordinary general meeting of shareholders in 2022.
(II) the board of directors convened the general meeting of shareholders and implemented the resolutions of the general meeting of shareholders
In 2021, the board of directors of the company convened and organized two general meetings of shareholders, as follows:
1. On May 28, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and adopted the following 10 proposals:
(1) Proposal on the election of independent directors;
(2) Proposal on the work report of the board of directors in 2020;
(3) Proposal on the work report of the board of supervisors in 2020;
(4) Proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2020 annual report and its summary;
(5) Proposal on 2020 financial final accounts report;
(6) Proposal on 2020 profit distribution plan;
(7) Proposal on reappointment of audit institutions in 2021;
(8) Proposal on the remuneration scheme of directors and supervisors in 2021;
(9) Proposal on repurchase and cancellation of some restricted shares granted for the first time under the 2019 restricted stock incentive plan;
(10) Proposal on changing the registered capital and amending the articles of association.
2. On October 14, 2021, the company held the first extraordinary general meeting of shareholders in 2021, which deliberated and adopted the following five proposals:
(1) Proposal on the election of non independent directors of the third board of directors;
(2) Proposal on the election of independent directors of the third board of directors;
(3) Proposal on the election of shareholder representative supervisors of the third board of supervisors;
(4) Proposal on using idle self owned funds for cash management;
(5) Proposal on changing the audit institution in 2021.
In accordance with the company law, securities law and other relevant laws and regulations and the requirements of the articles of association, the board of directors of the company shall carefully implement the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders. (III) performance of special committees of the board of directors
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. Each committee operates in accordance with the terms of reference stipulated in the standards for the governance of listed companies and the rules of procedure of each committee, studies professional matters and puts forward opinions and suggestions for the decision-making of the board of directors. The details are as follows:
1. In 2021, the company held seven strategic committees of the board of directors. The strategy committee of the board of directors of the company deliberated on a number of proposals related to the company's daily operation and strategic planning, such as the company's fund management, foreign investment, related party transactions and subsidiary management, and put forward constructive opinions for the company's strategic decision-making.
2. In 2021, the company held five audit committees under the board of directors. The audit committee of the board of directors of the company reviews the company's financial report, the selection of audit institutions, internal audit work and other matters, and cooperates with the audit institutions to complete the annual audit work, so as to ensure that the audit process is legal and compliant, and the audit report truly and accurately reflects the company's business status.
3. In 2021, the company held two nomination committees of the board of directors. The nomination committee of the board of directors has carefully reviewed the qualifications, selection criteria and election and appointment process of the company's directors, supervisors and senior managers, which has provided great help for the company to select the management and management.
4. In 2021, the company held two salary and assessment committees. The remuneration and assessment committee of the board of directors of the company has formulated the remuneration plan for directors, supervisors and senior managers in 2021 with reference to the requirements of relevant rules and regulations. At the same time, the company strictly reviewed the implementation of the 2019 restricted stock incentive plan formulated by the company, gave full play to the working functions of the professional committee, and promoted the board of directors to improve the level of scientific decision-making.
(IV) performance of duties of independent directors
The independent directors of the company earnestly perform the duties entrusted by the shareholders to the independent directors and fully participate in the decision-making of major events of the company in accordance with the relevant provisions of the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies and the company's working rules for independent directors. In 2021, the independent directors carefully reviewed the proposals considered at the meeting of the board of directors and other matters of the company and confirmed that there was no violation of the company; He also expressed relevant independent opinions on related party transactions, profit distribution, election of directors and supervisors, change of audit institution and equity incentive. Therefore, all the independent directors of the company provided valuable professional suggestions and opinions on the company's major decisions, which improved the scientificity and objectivity of the company's decisions.
(V) information disclosure management
In 2021, the company's information disclosure was not corrected or amended. The board of directors of the company shall, in accordance with the guidelines on information disclosure format of the CSRC and Shenzhen Stock Exchange and other relevant provisions on information disclosure, and in combination with the actual situation of the company, truthfully, accurately, completely and timely issue temporary announcements such as meeting resolutions and major events, faithfully perform the obligation of information disclosure, and effectively improve the standardized operation level and transparency of the company, Protect the interests of investors to the greatest extent.
(VI) Investor Relations Management
In 2021, the company achieved good results through on-site reception and holding
