Xuzhou Handler Special Vehicle Co.Ltd(300201)
2021 annual report of independent directors
Shareholders and shareholder representatives:
From June 21, 2021 to December 31, 2021, as an independent director of the Fifth Board of directors of Xuzhou Handler Special Vehicle Co.Ltd(300201) (hereinafter referred to as "the company") (I submitted my resignation to the company on October 27, 2021. The company has not yet been elected by election), during my term of office, I worked in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies issued by CSRC, the Listing Rules of gem shares of Shenzhen Stock Exchange The provisions and requirements of laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association, the working system of independent directors and other relevant systems of the company, regularly understand and inspect the operation of the company, earnestly perform the duties of independent directors, and fulfill their duties and duties diligently; Actively attend relevant meetings, carefully review the meeting proposals and relevant materials, actively participate in the discussion of various topics and put forward suggestions, express independent opinions on relevant matters of the board of directors, always participate in the company's decision-making from an independent and impartial position, give full play to the role of independent directors, actively promote the company's sound internal control system and standardized operation, and safeguard the legitimate interests of all shareholders of the company, especially small and medium-sized shareholders.
In accordance with the relevant requirements of Several Provisions on strengthening the protection of the rights and interests of shareholders of social public shares and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange issued by the CSRC, the report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at meetings
1. Attendance at the board of directors
In 2021, my attendance at the board of directors during my tenure is as follows:
Name of the meeting held this year. During my term of office, whether I have been called in person and entrusted to be absent for two consecutive times
Number of meetings of the board of directors number of meetings of the board of directors number of seats number of times of attending the meeting in person
Du min 10 5 0 0 no
Before the meeting, I timely obtained the materials and information required for the review of the meeting. After careful consideration of all proposals submitted to the board of directors, I expressed independent opinions on major issues, including 4 affirmative votes, 1 abstention vote and no negative vote. The convening and convening of the board of directors and general meeting of shareholders attended by me comply with legal procedures.
2. Attendance at the general meeting of shareholders
I personally attended the third extraordinary general meeting of shareholders of the company in 2021.
During the term of office of the convener of this year, he was called to attend the entrusted meeting
Name number of absences
Number of East general meetings number of shareholders' meetings number of shareholders' meetings number of seats
Du min 4 1 0 0 0
2、 Opinions of independent directors
In 2021, during my term of office, I carefully reviewed the major issues of the company with other independent directors and expressed the following opinions:
1. On June 23, 2021, the third meeting of the Fifth Board of directors was held to express clearly agreed independent opinions on the matters considered at the meeting that the company added mortgage guarantee to the bank and provided guarantee for wholly-owned subsidiaries.
2. On August 25, 2021, the fourth meeting of the Fifth Board of directors was held. Before the meeting, the company issued prior approval opinions on the capital increase and share expansion of the wholly-owned subsidiary and the waiver of the capital increase right of the wholly-owned subsidiary and related party transactions considered at the meeting, and the occupation of the company's funds by the controlling shareholders and other related parties External guarantee, capital increase and share expansion of wholly-owned subsidiaries and waiver of independent opinions on capital increase rights and related party transactions of wholly-owned subsidiaries.
I believe that the major matters considered by the company during my tenure in 2021 are in line with the provisions of the company law, securities law and other relevant laws and regulations and the articles of association, reflecting the principles of openness, fairness and impartiality. The company's procedures for considering and voting on major matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Performance of professional committees
I do not hold any position in the professional committee of the company.
4、 On site investigation of the company
During my tenure in 2021, I used meetings and other time to conduct on-site investigation on the company's strategic planning, financial situation, the establishment and implementation of internal control system and the implementation of resolutions of the board of directors, carefully listen to the report of the company's management on the operation of each stage and the progress of major events, and understand the company's production and operation; At the same time, it has effectively communicated with the management and audit institutions on the problems found in the process of financial audit to ensure the authenticity, legality and compliance of the information disclosed by the company. 5、 Training and learning
During the reporting period, I continued to strengthen the study of relevant laws, regulations and various rules and regulations of listed companies, deepen my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders' rights and interests of the public, comprehensively understand various systems related to the management of listed companies, and form the ideological consciousness of consciously protecting the shareholders' rights and interests of the public, Provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and improve the standard operation level of the company.
6、 Other work done in protecting the rights and interests of investors
1. During my tenure in 2021, I continued to pay attention to the company's information disclosure, and urged the company to improve the company's information disclosure management system in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the management measures for information disclosure; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company's information disclosure.
2. Perform the duties of independent directors in accordance with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations; At the same time, I always adhere to the principle of prudence, diligence and loyalty, deeply understand the improvement and implementation of the company's production and operation, management and internal control systems, the implementation of resolutions of the board of directors, financial management, related party transactions, business development and the progress of investment projects, consult relevant materials, communicate with relevant personnel, and pay attention to the operation and governance of the company.
3. During my tenure in 2021, I effectively performed the duties of an independent director. For each proposal to be considered by the board of directors, I first carefully reviewed the proposal materials and relevant introductions provided, and on this basis, I exercised my voting rights independently, objectively and prudently.
7、 Other working conditions
1. There is no proposal to convene the board of directors.
2. There was no independent engagement of external audit institutions and consulting institutions.
3. There is no proposal to hire or dismiss an accounting firm.
4. I resigned as an independent director on October 27, 2021 and repeatedly urged the company to hold a general meeting of shareholders to elect new independent directors, but so far there has been no result.
Since the equity dispute of the company in 2021, I have repeatedly asked the new and old controlling shareholders to set aside the dispute from the interests of the listed company, focus on the overall situation, come up with practical schemes and measures to solve the problems existing in the current corporate governance and safeguard the legitimate rights and interests of small and medium-sized shareholders.
Finally, I would like to express my respect and heartfelt thanks to the board of directors, the management team and relevant personnel for their active and effective cooperation and support in the process of performing my duties.
It is hereby reported. thank you!
Xuzhou Handler Special Vehicle Co.Ltd(300201)
Independent director: Du min
April 25, 2002
