Shenzhen Sinovatio Technology Co.Ltd(002912)
Report on the work of independent directors in 2021
(Peng Xiaoguang)
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 “standardized operation of companies listed on the main board of Shenzhen Stock Exchange” and relevant provisions such as the articles of association and working rules for independent directors, faithfully perform their duties, give full play to the role of independent directors, and earnestly safeguard the rights and interests of the company and minority 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 four meetings of the board of directors, from the 14th meeting of the second board of directors to the 17th 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 4 0 4 0 0 0 no
In 2021, I attended the 2020 general meeting of shareholders of the company as a nonvoting delegate.
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.
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, took advantage of the opportunity to attend the board of directors and shareholders’ meeting and other time to review and supervise the daily operation and management of the company, the implementation of resolutions of the board of directors, the construction and implementation of internal control and other systems, and carefully listened to the reports of relevant personnel, Actively investigate and obtain the information needed for decision-making, and put forward relevant suggestions for the sustainable development 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
During the company’s daily information disclosure in 2021, I reviewed the authenticity, accuracy, completeness and timeliness of information disclosure, and urged the company to strictly comply with the provisions of the stock listing rules of Shenzhen Stock Exchange, 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, Earnestly fulfill the obligation of information disclosure. 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 operation and management, financial status 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. 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, nomination committee, audit committee and chairman of the remuneration and assessment committee of the board of directors of the company, in accordance with laws and regulations, the governance standards 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 Exercise the rights conferred by 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, earnestly perform their duties and actively carry out their work.
In 2021, I attended four 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 four audit committee meetings, discussed and considered the internal audit work report and work plan for 2020 and the first quarter of 2021, reviewed the formulation and implementation of the company’s internal control system, and conducted regular and irregular inspection and evaluation of the company’s financial management and operation, Give full play to the role of audit and supervision.
In 2021, I attended a meeting of the remuneration and assessment committee to discuss and consider the remuneration scheme of directors, supervisors and senior managers, give full play to the working functions of the professional committee and promote the board of directors to improve the level of scientific decision-making.
In 2021, I attended one nomination committee meeting. 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.
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independent director:
(Peng Xiaoguang)
March 15, 2022
