Shenzhen Sinovatio Technology Co.Ltd(002912) independent director
Independent opinions on matters related to the fifth meeting of the third board of directors
As an independent director of Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as “the company” or “the company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s systems such as Shenzhen Sinovatio Technology Co.Ltd(002912) articles of association and Shenzhen Sinovatio Technology Co.Ltd(002912) working rules for independent directors, Adhering to the principle of seeking truth from facts and based on the position of independent judgment, we have carefully reviewed the relevant materials of the proposal of the fifth meeting of the third board of directors of the company, and issued independent opinions as follows:
1、 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
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee behavior of listed companies, we have carefully implemented and verified the occupation of the company’s funds and external guarantee by the controlling shareholders and related parties as of December 31, 2021, Relevant explanations and independent opinions are as follows:
1. After verification, during the reporting period, the controlling shareholders and other related parties of the company did not occupy the company’s funds in violation of regulations, nor did they occupy the company’s funds in violation of regulations in the previous period but continued to the reporting period.
2. After verification, as of December 31, 2021, the company has not provided guarantees for shareholders, actual controllers and their affiliates, any unincorporated units or individuals, nor has it provided cumulative guarantees.
3. In terms of capital exchanges and external guarantees between the company and related parties, the company can strictly comply with the company law, the securities law, the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association and the management system of external guarantees, There are no violations and acts that damage the rights and interests of the company and minority shareholders. 2、 Independent opinions on the proposal on profit distribution plan in 2021
After verification, the scheme of no profit distribution in 2021 complies with the relevant provisions of laws, regulations and normative documents such as the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the articles of association. From the perspective of ensuring the sustainable development and follow-up capital needs of the company, the scheme is objective and reasonable, in line with the actual situation of the company and the needs of long-term development. There is no damage to the interests of minority shareholders, which is conducive to safeguarding the long-term interests of all shareholders of the company.
Therefore, all independent directors agree to the company’s profit distribution plan for 2021 and agree to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the proposal on the self evaluation report on internal control in 2021
The company’s internal risk prevention and control system has been effectively evaluated since 2021, which has met the actual requirements of the company’s internal production and management system, and has played a real role in the company’s internal risk prevention and control since 2021 It objectively reflects the construction and operation of the company’s internal control system.
4、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
Upon verification, Lixin Certified Public Accountants (special general partnership) is qualified for auditing securities and futures related businesses, and has rich experience and professional quality in auditing of listed companies. 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.
Therefore, all independent directors agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for a period of one year, and agreed to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the proposal on the remuneration scheme for directors and supervisors in 2022 the remuneration scheme for directors and supervisors in 2022 of the company conforms to the remuneration level of the company’s industry and scale and the actual operation of the company, complies with relevant laws, regulations, articles of association and other provisions, and is conducive to encouraging directors and supervisors of the company to perform their duties diligently, It is conducive to the long-term development and standardized governance of the company. The plan does not harm the interests of the company and shareholders, especially minority shareholders.
Therefore, all independent directors agree to the 2022 annual remuneration plan for directors and supervisors of the company and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on the remuneration scheme for senior managers in 2022
The company’s compensation plan for senior managers in 2022 is in line with the industry and scale of the company, the salary level and the actual operation of the company, as well as the provisions of relevant laws, regulations and the articles of association, which is conducive to encouraging the senior managers of the company to be diligent and responsible, and is conducive to the long-term development and standardized governance of the company. The plan does not harm the interests of the company and shareholders, especially minority shareholders.
Therefore, all independent directors agree to the company’s 2022 senior management compensation plan. 7、 Independent opinions on the proposal on the prediction of daily connected transactions in 2022
When the board of directors of the company deliberated on this proposal, the related directors have avoided voting, and their procedures are legal and effective, in line with the provisions of relevant laws, regulations and the articles of association. The daily related party transactions in 2022 are expected to be the normal transactions required for the daily production and operation of the company and its wholly-owned subsidiaries. The pricing is based on the market price and follows the principles of objectivity, fairness and rationality. It does not adversely affect the independence of the company and will not damage the interests of the company, its subsidiaries and the majority of shareholders. Therefore, all independent directors agree to the related matters expected by the company’s daily connected transactions in 2022.
The amount of daily related party transactions of the company in the previous year is within the expected amount range. The daily related party transactions of the company in 2021 met the actual business needs of the company and did not harm the interests of the company’s shareholders, especially the minority shareholders.
8、 Independent opinions on 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
In view of the unfulfilled conditions for the release of restrictions in the second release period of the restricted stock incentive plan in 2019 and the resignation of 23 original incentive objects among the granted incentive objects, the company has decided to repurchase and cancel a total of 1238490 restricted shares granted but not released. The above-mentioned repurchase and cancellation of some restricted shares comply with the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the measures for the administration of equity incentive by listed companies and other laws and regulations, as well as the relevant provisions in the Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (revised draft), and have fulfilled the necessary approval procedures, There is no situation that damages the interests of the listed company and all shareholders.
Therefore, all independent directors agreed to 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, and agreed to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on developing foreign exchange hedging business
The company and its wholly-owned subsidiaries have carried out relevant approval procedures for foreign exchange hedging business, comply with relevant national laws, regulations and the articles of association, and have established internal control system and effective risk control measures for foreign exchange hedging business in accordance with the requirements of relevant laws and regulations. On the premise of complying with national laws and regulations and ensuring that the normal production and operation of the company and its wholly-owned subsidiaries are not affected, the company and its wholly-owned subsidiaries timely carry out foreign exchange hedging business, which is conducive to preventing the risk of interest rate and exchange rate fluctuations, reducing the impact of market fluctuations on the operation and profit and loss of the company and its wholly-owned subsidiaries, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, all independent directors agree that the company and its wholly-owned subsidiaries carry out foreign exchange hedging business according to the needs of business development on the premise of ensuring that it does not affect the capital demand and capital safety of normal operation.
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(there is no text on this page, which is the signature page of Shenzhen Sinovatio Technology Co.Ltd(002912) independent directors’ independent opinions on matters related to the fifth meeting of the third board of directors)
Signature of independent director:
Zhou Chengzhu, Xiao Youmei, Le Hongwei
March 15, 2022
