Xuzhou Handler Special Vehicle Co.Ltd(300201)
2021 annual report of independent directors
Shareholders and shareholder representatives:
From January 1, 2021 to December 31, 2021, as an independent director of the Fourth Board of directors of Xuzhou Handler Special Vehicle Co.Ltd(300201) (hereinafter referred to as “the company”) Independent directors of the 5th board of directors (in September 2021, the company received a civil ruling from the people’s Court of Xuzhou Economic and Technological Development Zone, Jiangsu Province, prohibiting the company from electing themselves and others as independent directors of the 5th board of directors in the resolution of the 2020 annual general meeting made by the company on May 21, 2021), and the term of office shall be in strict accordance with the company law The guidance on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents, the provisions and requirements of the company’s charter, the working system of independent directors and other relevant systems of the company issued by the CSRC, and regularly understand and inspect the operation of the company, Conscientiously perform the duties of independent directors, scrupulously and 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 held this year during my term of office, whether I have been absent from the board of directors for two consecutive times, the number of meetings of the board of directors, the number of seats, the number of times of attending the meeting in person
Zhang Fubo 9 0 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 8 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 company’s first extraordinary general meeting in 2021, the annual general meeting in 2020, the second extraordinary general meeting in 2021 and the third extraordinary general meeting 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
Zhang Fubo 4 400
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 April 2, 2021, the 30th meeting of the Fourth Board of directors was held to express prior approval opinions and independent opinions on the proposal on terminating non-public development of A-Shares and the proposal on signing between the company and subscribers submitted to the meeting for deliberation.
2. On April 28, 2021, the 31st meeting of the Fourth Board of directors was held. Prior to the meeting, the company issued prior approval opinions on the matters submitted for consideration, such as the renewal of the accounting firm and the expected daily connected transactions of the company in 2021, and the self-evaluation report on the company’s internal control in 2020, the occupation of non operating funds and the capital transactions of other connected parties and external guarantees of the company in 2020 About the company’s special report on the deposit and use of raised funds in 2020, the company’s profit distribution plan in 2020, the continued employment of accounting firms, the application of the company and its subsidiaries for credit lines and guarantees from banks in 2021, the expected daily connected transactions of the company in 2021, the exclusion of Herman Schmitz Co., Ltd. from the scope of the company’s consolidated statements About accounting errors and retroactive adjustment in the early stage, matters involved in non-standard audit opinions, general election of the company’s board of directors and nomination of candidates for non independent directors of the Fifth Board of directors, general election of the company’s board of directors and nomination of candidates for independent directors of the Fifth Board of directors, transfer of equity of Shenzhen Juneng Weiye Technology Co., Ltd., a wholly-owned subsidiary of the company Express explicit and agreed independent opinions on the transfer of equity of Shenzhen lianshuo Automation Technology Co., Ltd., a wholly-owned subsidiary.
3. On May 21, 2021, the first meeting of the Fifth Board of directors was held, and the independent opinions with explicit consent were expressed on the proposal on the appointment of senior managers considered at the meeting.
4. On June 4, 2021, the second meeting of the Fifth Board of directors was held, and based on the position of independent judgment, the independent opinions explicitly agreed on the proposal on the by election of independent directors of the Fifth Board of directors considered at the meeting were expressed.
5. 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.
6. 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
1. Performance in the strategy committee
As a member of the strategy committee of the board of directors of the company, during my tenure in 2021, in accordance with the relevant requirements of the implementation rules of the special committee of the board of directors of the company, I was able to earnestly perform the duties of independent directors, actively understand the operation and Industry Development of the company, study and put forward suggestions on the company’s long-term development strategy and major investment decisions, make the decisions of the board of directors more scientific, and actively participate in the relevant work of the strategy committee, Earnestly fulfilled the responsibilities and obligations of the members of the strategy committee.
2. Performance of duties in the audit committee
As a member of the audit committee of the board of directors of the company, I participated in the daily work of the audit committee and reviewed, discussed and deliberated on the company’s internal audit, internal control, change of accounting firm and other matters. Presided over the work in accordance with the provisions of the working system of independent directors, the working rules of the audit committee of the board of directors and other relevant systems, reviewed the company’s internal control system and implementation, reviewed the company’s accounting policies, understood the company’s financial status and operating results, supervised and guided the internal audit department to conduct regular and irregular inspection and evaluation of the company’s financial management and operation, Earnestly fulfilled the responsibilities and obligations of the convener of the audit committee.
3. Performance of duties in the salary and assessment committee
As a member of the remuneration and assessment committee of the board of directors of the company, during my tenure in 2021, I participated in the daily work of the remuneration and assessment committee in accordance with the working system of independent directors, the working rules of the remuneration and assessment committee of the board of directors and other relevant systems, put forward suggestions on the remuneration and assessment standards and procedures of the directors and senior managers of the company, and fulfilled the duties and obligations of the members of the remuneration and assessment committee.
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. Although the people’s Court of Xuzhou Economic and Technological Development Zone made the decision of the 2020 annual general meeting of shareholders to elect me and others as independent directors of the Fifth Board of directors, and the company also stopped paying subsidies to independent directors, and the conditions for the performance of duties of independent directors were limited, I still actively performed my duties and performed my duties diligently for the legitimate interests of all shareholders, especially 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: Zhang Fubo
April 25, 2002
