Shenzhen Sinovatio Technology Co.Ltd(002912)
Report on the work of independent directors in 2021
(Xiao Youmei)
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 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 18th meeting of the second board of directors to the fourth 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 the absence shall be entrusted by means of communication. Whether there are two consecutive times of meeting, the number of times of attending the meeting and the number of times of not attending the meeting in person
Board of directors 6 1 5 0 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 general meeting of shareholders of the company complied with legal procedures, and I did not raise any objection to various proposals and other matters of the company.
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 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.
(II) 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.
(III) 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.
(IV) on October 14, 2021, the independent opinions with explicit consent were expressed on the proposal on the appointment of senior managers of the company and the proposal on the formulation of Shenzhen Sinovatio Technology Co.Ltd(002912) the term of office system and contractual management work plan for the members of the management layer, which were considered at the first meeting of the third board of directors. (V) 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 attend the board of directors and shareholders’ meeting 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; At the same time, it paid timely attention to the impact of external environment and market changes on the company, paid attention to the relevant media reports on the company, supervised the standardized operation of the company, actively and effectively performed the duties of independent directors, and safeguarded 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 terms of the company’s daily information disclosure in 2021, I supervised and inspected the information disclosure in accordance with the principle of “authenticity, accuracy, integrity and timeliness”, and urged the company to earnestly perform the information disclosure obligations in strict accordance with relevant laws and regulations and the company’s information disclosure management system. Through effective supervision, fully perform the duties of independent directors, promote good communication between the company and 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, carefully reviewed all proposals considered by the board of directors, and effectively safeguarded the legitimate rights and interests of the company and minority shareholders.
(III) self training and learning
I actively studied the latest requirements issued by the CSRC and the exchange, actively participated in various forms of training, further deepened the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of minority shareholders, and made suggestions for the sustainable development of the company, Earnestly safeguard the legitimate rights and interests of shareholders, especially minority shareholders.
5、 Appointment of special committees
As the chairman of the audit committee of the board of directors and the member of the remuneration and assessment 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 governance standards of listed companies, the articles of association, the rules of procedure of the audit committee of the board of directors and the rules of procedure of the remuneration and assessment committee of the board of directors.
In 2021, I attended two audit committee meetings, discussed and considered the internal audit work report and work plan for the second, third and fourth quarters of 2021, reviewed the formulation and implementation of the company’s internal control system, and conducted regular and irregular inspection and evaluation on the operation of the company’s financial management, Give full play to the role of audit and supervision.
In 2021, I attended a meeting of the remuneration and assessment committee, discussed and deliberated the proposal on the first lifting of restrictions in the restricted stock incentive plan in 2019, the failure of lifting restrictions and repurchase and cancellation of some restricted shares, and fully performed the functions of the Committee and provided better support for the decision-making of the board of directors.
6、 Other matters
(I) there is no proposal to convene the board of directors;
(III) there is no independent engagement of external audit institutions and consulting institutions.
In 2022, as an independent director of the company, I will continue to faithfully perform my duties and actively participate in the decision-making of major matters of the company; Make use of the company’s professional experience to make suggestions for the healthy and sustainable development of the company and promote the healthy operation of the company.
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(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:
(Xiao Youmei)
March 15, 2022
