Shenzhen Sinovatio Technology Co.Ltd(002912)
Report on the work of independent directors in 2021
(Le Hongwei)
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 six meetings of the board of directors, from the 18th meeting of the second board of directors to the 4th meeting of the third 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 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 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 reviewed 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
During my tenure as an independent director of the company, I conscientiously performed my duties as an independent director, reviewed and supervised 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 actively investigated Obtain the information needed for decision-making, provide relevant suggestions for the sustainable development of the company, and safeguard 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, earnestly performed the duties of independent directors, strictly reviewed the proposals considered by the board of directors, exercised the 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 actively participated in the training organized by China Securities Regulatory Commission and Shenzhen Securities Exchange Institute in various ways, continuously improved my ability to perform my duties, provided better suggestions for the company’s scientific decision-making and risk prevention, and earnestly safeguarded the legitimate rights and interests of 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 three 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 three 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 to discuss and consider matters related to the repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan, give full play to the work functions of the chairman 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 the election of directors and supervisors, the appointment of senior managers and other matters, studied and put forward suggestions on the candidates, selection criteria and procedures of corporate governance and management.
6、 Other matters
(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.
In 2022, I will continue to make full use of my professional knowledge to provide suggestions for the sustainable and healthy operation and development of the company and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially the majority of small and medium-sized shareholders, in strict accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, the articles of association and other company rules and regulations. At the same time, I would like to express my heartfelt thanks to the management of the company and the securities investment department for their active cooperation in the relevant work of independent directors!
(no text below)
(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:
(Le Hongwei)
March 15, 2022
