Work report of the board of supervisors in 2021
In 2021, the board of supervisors 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 “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 supervisors, in order to effectively safeguard the interests of the company and the rights and interests of the majority of shareholders, conscientiously perform the duties entrusted to the board of supervisors by the general meeting of shareholders, and carry out the company’s business decision-making procedures, legal operation The financial situation and the establishment and improvement of internal control system have been supervised and verified, which has played a positive role in ensuring the standardized operation and healthy development of the company. The main work of the board of supervisors in 2021 is reported as follows:
1、 Daily work of the board of supervisors
In 2021, the board of supervisors of the company held 9 meetings of the board of supervisors. The convening, convening and voting procedures of the board of supervisors were operated in strict accordance with the company law, the articles of association and the rules of procedure of the board of supervisors. All supervisors 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 13th meeting of the second board of supervisors, which deliberated and adopted the following two proposals:
(1) Proposal on joint investment and related party transactions with related parties;
(2) Proposal on developing foreign exchange hedging business.
2. On March 26, 2021, the company held the 14th meeting of the second board of supervisors, which deliberated and adopted the following three 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) Proposal on verifying the list of persons reserved for granting incentives under the 2019 restricted stock incentive plan.
3. On April 28, 2021, the company held the 15th meeting of the second board of supervisors, which deliberated and adopted the following 12 proposals:
(1) Proposal on the work report of the board of supervisors in 2020;
(2) Proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2020 annual report and its summary;
(3) Proposal on 2020 financial final accounts report;
(4) Proposal on 2020 profit distribution plan;
(5) Proposal on the self evaluation report on internal control in 2020;
(6) Proposal on reappointment of audit institutions in 2021;
(7) Proposal on the remuneration scheme of directors and supervisors in 2021;
(8) Proposal on daily connected transactions expected in 2021;
(9) Proposal on changes of accounting policies;
(10) Proposal on adjusting the repurchase price of some restricted shares granted for the first time under the restricted stock incentive plan in 2019;
(11) Proposal on repurchase and cancellation of some restricted shares granted for the first time under the 2019 restricted stock incentive plan;
(12) Proposal on the full text and text of Shenzhen Sinovatio Technology Co.Ltd(002912) 2021 first quarter report.
4. On May 14, 2021, the company held the 16th meeting of the second board of supervisors, which deliberated and adopted the following proposal:
(1) Proposal on terminating joint investment and related party transactions with related parties.
5. On August 26, 2021, the company held the 17th meeting of the second board of supervisors, which deliberated and adopted the following two 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.
6. On September 24, 2021, the company held the 18th meeting of the second board of supervisors, which deliberated and adopted the following two proposals:
(1) Proposal on the election of shareholder representative supervisors of the third board of supervisors;
(2) Proposal on changing the audit institution in 2021.
7. On October 14, 2021, the company held the first meeting of the third board of supervisors, which deliberated and adopted the following proposal:
(1) Proposal on the election of the chairman of the third board of supervisors.
8. On October 25, 2021, the company held the second meeting of the third board of supervisors, which deliberated and adopted the following proposal:
(1) Proposal on the third quarter report of Shenzhen Sinovatio Technology Co.Ltd(002912) 2021. 9. On December 24, 2021, the company held the third meeting of the third board of supervisors, which deliberated and adopted the following two proposals:
(1) Proposal on adjusting the repurchase price of restricted shares in 2019 restricted stock incentive plan; (2) Proposal on unfulfilled conditions for lifting the restrictions on sales in the first lifting period of the restricted stock incentive plan in 2019 and repurchase and cancellation of some restricted stocks.
2、 Audit opinions of the board of supervisors on the following matters of the company
1. Legal operation of the company
During the reporting period, the board of supervisors earnestly performed the functions and powers conferred by the company law, the articles of association and other relevant laws and regulations. All supervisors attended all previous general meetings of shareholders and the board of directors as nonvoting delegates, and reviewed the convening procedures, resolution process, implementation of resolutions of the general meeting of shareholders and the board of directors Directors and senior managers have effectively supervised and inspected the performance of their duties.
The board of supervisors believes that the convening and deliberation procedures of the general meeting of shareholders and the board of directors of the company comply with relevant laws and regulations; The board of directors of the company made timely, accurate and complete external information disclosure in strict accordance with the requirements of the information disclosure system; The directors and senior managers of the company are able to fulfill the obligations of integrity and diligence, be responsible for their work, seriously implement the resolutions of the general meeting of shareholders, and do not violate laws, regulations, the articles of association or damage the interests of the company. 2. Check the company’s financial and periodic report review
The financial audit report of the company in 2021 issued by Lixin certified public accountants truly reflects the financial situation of the company. The report shows that in 2021, the company realized an operating revenue of 6938775 million yuan, a decrease of 27.27% over the same period of the previous 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.
By checking the company’s accounting books and accounting vouchers, the board of supervisors believes that the company’s current financial system is sound, and the financial report truly, accurately and objectively reflects the company’s financial status and operation, without false records, misleading statements or major omissions.
The board of supervisors issued a written review opinion on the periodic report and considered that the procedures of the annual report, semi annual report and quarterly report of the company prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. 3. Acquisition and sale of assets by the company
During the reporting period, the company did not acquire or sell major assets.
4. External guarantee, equity and asset replacement
During the reporting period, the company has no new external guarantee. For the external guarantee in previous years, the company strictly abided by relevant laws and regulations and relevant provisions on external guarantee in the articles of association, and earnestly performed the corresponding review procedures. The company can strictly control the risk of external guarantee and does not provide any guarantee to the controlling shareholder, actual controller and other related parties, which fully protects the legitimate rights and interests of the company and all shareholders.
During the reporting period, the company did not have equity and asset replacement.
5. Related party transactions of the company
By checking the related party transactions of the company during the reporting period, the board of supervisors believed that the related party transactions of the company in 2021 followed the principle of objective, fair and impartial transactions, strictly implemented the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, fulfilled the corresponding legal procedures, and If the affiliated shareholders withdraw, they shall vote. The related party transactions of the company meet the actual needs of the company’s strategic development, the transaction price is fair, there is no transfer of interests in the transaction process, and there is no behavior damaging the interests of the company and all shareholders. 6. Implementation of internal control system
Through the verification of the company’s internal control, the board of supervisors believes that the company has established a relatively perfect corporate governance structure and internal control system, which has been continuously improved according to the actual situation of the enterprise and regulatory requirements, and the implementation of the company’s internal control system is in good condition. The self-evaluation report on internal control in 2021 issued by the board of directors comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system.
7. Establishment and implementation of insider information management system
The company has established a relatively perfect insider information management system, and can do a good job in insider information management and insider registration in strict accordance with the requirements, effectively preventing the occurrence of insider trading events and safeguarding the legitimate rights and interests of investors.
3、 Key work of the board of supervisors in 2022
In 2022, the board of supervisors will, in accordance with the latest laws and regulations and the articles of association, give full play to the rights conferred by shareholders, strictly perform the supervision function, supervise the diligence of the company’s directors and senior managers, supervise the deliberation and implementation process of the company’s financial management, foreign investment, related party transactions and other major matters, and ensure the compliant use of funds; Attend the company’s board of directors and shareholders’ meeting as nonvoting delegates according to law, timely grasp the legitimacy and compliance of the company’s major decision-making matters and various decision-making procedures, and better safeguard the rights and interests of shareholders, especially small and medium-sized shareholders.
Shenzhen Sinovatio Technology Co.Ltd(002912) board of supervisors
March 16, 2022
