Xuzhou Handler Special Vehicle Co.Ltd(300201)
Independent directors' opinions on non-standard financial report of 2021
Special description of matters involved in audit opinions
Xuzhou Handler Special Vehicle Co.Ltd(300201) Special Purpose Vehicle Co., Ltd. (hereinafter referred to as "the company" and " Xuzhou Handler Special Vehicle Co.Ltd(300201) ") hired China audit Zhonghuan as the auditor of the company's financial report in 2021, and China audit Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as "China audit Zhonghuan") audited the company's financial statements, including the consolidated and parent company's balance sheet on December 31, 2021, the consolidated and parent company's income statement in 2021 After combining the cash flow statement of the parent company, the statement of changes in shareholders' equity of the parent company and the notes to relevant financial statements, the company issued the audit report of 2021 (Zhong Huan Shen Zi (2022) No. 0310124) for which it was unable to express an opinion. In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 - non-standard unqualified audit opinions and the handling of matters involved, the special instructions of the board of directors of the company on the matters involved in the non-standard audit opinions are as follows: I. The matters involved in the opinions cannot be expressed in the audit report
Contents in the audit report that cannot express opinions:
(I) impact of the actual controller's power seizing litigation on the financial statements of 2021
As stated in financial statements 11, 1, the parent company of the company and 13, events after the balance sheet date, 3, Ding Jianping, the original actual controller of the company, and Jiangsu Electromechanical Research Institute Co., Ltd. (hereinafter referred to as "Jiangsu Electromechanical Research Institute") signed the voting right entrustment agreement and the declaration letter of concerted action relationship with zhongtianze Holding Group Co., Ltd. (hereinafter referred to as "zhongtianze group") in April 2020, Meanwhile, Jiangsu Electromechanical Research Institute transferred 52046076 shares corresponding to 5% of its total share capital to zhongtianze group, which became the new actual controller of the company. However, since April 2021, the new honest accuser has launched a number of lawsuits against the control right of Xuzhou Handler Special Vehicle Co.Ltd(300201) company, and the lawsuit is still waiting for further hearing by the court or in the appeal stage.
As stated in the responsibilities of the management and the governance for the financial statements: Xuzhou Handler Special Vehicle Co.Ltd(300201) the governance shall be responsible for supervising the financial reporting process, and the management shall be responsible for preparing the financial statements in accordance with the provisions of the accounting standards for business enterprises to achieve a fair reflection, and designing, implementing and maintaining necessary internal control so that the financial statements are free from material misstatement caused by fraud or error.
However, due to the new honest controller's contention for the control and operation management of Xuzhou Handler Special Vehicle Co.Ltd(300201) company, according to the publicly disclosed information, the communication between Xuzhou Handler Special Vehicle Co.Ltd(300201) Management (board of directors) and management (Management) is limited, some directors claim that they are unable to perform their duties, and because the above-mentioned power seizing lawsuit has not been concluded, some responsibilities of management and management for the preparation of financial statements and operation management cannot be performed due to the ruling and judgment of the court, There may be failure risk in the internal control related to the preparation and supervision of financial statements. We are unable to obtain sufficient and appropriate audit evidence to eliminate our doubts about whether there is material misstatement in the 2021 financial statements of Xuzhou Handler Special Vehicle Co.Ltd(300201) company.
(II) continuing impact of reservations in 2020
As described in notes VI, 49, investment income and VII, changes in the scope of consolidation to the financial statements, Xuzhou Handler Special Vehicle Co.Ltd(300201) company disposed of its subsidiary Shenzhen lianshuo Automation Technology Co., Ltd. (hereinafter referred to as "Shenzhen lianshuo") and its subsidiary Shenzhen Juneng Weiye Technology Co., Ltd. (hereinafter referred to as "Shenzhen Juneng") in May 2021, resulting in an investment income of 186396 million yuan.
As stated in notes VI and 7 to the financial statements and other receivables, as of December 31, 2021, the original value of other receivables receivable from Shenzhen lianshuo and Shenzhen Juneng was 881094 million yuan and 98.258 million yuan respectively. As Xuzhou Handler Special Vehicle Co.Ltd(300201) company exempted all debts of Shenzhen lianshuo and agreed on the repayment plan with Shenzhen Juneng, but Shenzhen Juneng did not fully perform, the company accrued corresponding bad debt reserves, The year-end balance of bad debt provision is 881094 million yuan and 42.645 million yuan respectively, and the net book value of other receivables from Shenzhen lianshuo and Shenzhen Juneng is 0 yuan and 556131 million yuan respectively.
However, as stated in our qualified opinion on the 2020 financial statements of Xuzhou Handler Special Vehicle Co.Ltd(300201) company, due to the inability to implement sufficient and reasonable audit procedures and obtain appropriate audit evidence, we have eliminated our doubts about the authenticity and recoverability of the book value of accounts receivable, the authenticity and completeness of the book value of inventories and the accuracy of valuation, as well as the authenticity and completeness of the book value of accounts payable, Moreover, in view of the continuity of the above assets and liabilities, we cannot judge the actual impact of the above disposal on the opening balance of corresponding accounts in the consolidated financial statements of Xuzhou Handler Special Vehicle Co.Ltd(300201) company in 2021, the current amount of corresponding accounts in the consolidated income statement in 2021 and the profit and loss of equity disposal in 2021.
At the same time, we failed to obtain sufficient and appropriate audit evidence to eliminate our doubts about the recoverability of other receivables of Shenzhen lianshuo and Shenzhen Juneng, the accuracy of provision for impairment, and whether there is capital occupation.
(III) matters related to the project under construction of the subsidiary Huizhou lianshuo Technology Co., Ltd. (hereinafter referred to as "Huizhou lianshuo")
As stated in notes VI, 16, construction in progress and 21, other non current assets to the financial statements, as of December 31, 2021, the original book value of the construction in progress of Huizhou lianshuo plant construction project was 1482081 million yuan, and the project has not been completed and settled. The original value of Huizhou lianshuo's advance payment for engineering equipment is 415001 million yuan, the year-end balance of impairment provision is 415001 million yuan respectively, and the net value of other non current assets is 0 yuan.
Huizhou lianshuo has made advance payment for engineering equipment to the suppliers of plant construction projects, but according to the actual inventory, the equipment of some suppliers has not been delivered and installed in time, the engineering construction project has not been completed, and the above suppliers have not settled, accepted or issued invoices to Huizhou lianshuo.
We have checked the payment flow, invoices, contracts and settlement sheets for the construction in progress and the advance payment, carried out on-site inventory, and sent letters to the main suppliers for confirmation. However, with a small amount of external evidence and limited alternative procedures, we are unable to obtain sufficient and appropriate audit evidence to eliminate the authenticity and accuracy of the construction in progress and the authenticity and accuracy of the advance payment Recoverability and whether there are doubts about the occupation of funds.
(IV) relevant matters of the joint venture company Hermann Schmitz Co., Ltd. (hereinafter referred to as "German Schmitz")
As stated in notes VI, 7, other receivables and notes VI, 12, long-term equity investment in the financial statements, as of December 31, 2021, the original value of other receivables of Xuzhou Handler Special Vehicle Co.Ltd(300201) company to Hermann Schmitz Co., Ltd. was 20.679 million yuan, the balance of bad debt provision was 186111 million yuan, the net book value of other receivables was 2.0679 million yuan, and the book value of long-term equity investment in Schmitz, Germany was 394323 million yuan, The balance of impairment provision is 394323 million yuan, and the net book value of long-term equity investment is 0 yuan.
Germany Schmitz was involved in the bankruptcy proceedings of its subsidiary Schmitz fire & rescue GmbH, and its business situation declined at the same time. Xuzhou Handler Special Vehicle Co.Ltd(300201) company made an impairment provision of 394323 million yuan. Limited by the limited external evidence and the failure to effectively implement the audit or review procedures of Schmitz, Germany, we failed to obtain sufficient and appropriate audit evidence to eliminate our doubts about the recoverability of long-term equity investment and the accuracy of impairment provision.
Xuzhou Handler Special Vehicle Co.Ltd(300201) has other receivables from Schmitz, Germany, which mainly purchased two fire engines from Schmitz in 2018 but did not arrive, and purchased epidemic prevention materials in China on its behalf in 2020 but did not receive the payment. Due to the limited external evidence and the failure to effectively implement the German Schmitz audit or review procedures, we failed to obtain sufficient and appropriate audit evidence to eliminate our doubts about the authenticity and recoverability of the above other receivables, the accuracy of the provision for impairment, and whether it forms the occupation of funds.
We conducted our audit in accordance with the auditing standards for Chinese certified public accountants. The "responsibilities of certified public accountants for the audit of financial statements" in the audit report further expounds our responsibilities under these standards. In accordance with the code of professional ethics for Chinese certified public accountants, we are independent of Xuzhou Handler Special Vehicle Co.Ltd(300201) company and have fulfilled other responsibilities in terms of professional ethics. We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for our audit opinion. 2、 Opinions of independent directors of the company on this matter
Zhongshen Zhonghuan issued an audit report on the company's 2021 annual financial report that cannot express an opinion. As an independent director of the company, after communicating with the audit institution and relevant personnel, we recognize the contents of the matters described in the audit report, which is in line with the current actual situation of the company. At the same time, we will urge the board of directors and management to continuously follow up the situation of the matter and earnestly safeguard the interests of the company and shareholders. 3、 Measures taken by the company
Relevant parties of the company actively cooperated and submitted relevant materials during the annual audit conducted by Zhongshen Zhonghuan. The board of directors and the management of the company respect, understand and accept the above matters, and have fully realized the possible adverse impact of the above matters on the listed company and its shareholders, especially small and medium-sized shareholders. It is proposed to take the following measures:
1. Fully verify the impact of the event
The company has attached great importance to the relevant matters that cannot express opinions. The board of directors of the company will seriously study the countermeasures, actively promote the work of improving corporate governance, and solve the problems faced by the company as soon as possible. The company will timely disclose the progress of relevant matters in accordance with regulations.
2. Strengthening corporate governance
In the future, the board of directors of the company will attach great importance to and continuously improve the governance structure, improve the governance level, improve the internal control standard system, urge relevant shareholders to solve problems in accordance with laws and regulations, and further improve the quality of listed companies.
3. Cooperate with audit
In the process of rectification, the company continued to cooperate with the central audit group, and took various measures to provide the central audit group with sufficient and appropriate evidence to support the audit conclusion. For the matters involved in which opinions cannot be expressed, the company promises to verify the relevant situation as soon as possible, determine the relevant impact, and submit the self-examination results and evidence materials to accountants for review, so as to eliminate and resolve various adverse factors as soon as possible.
It is hereby explained
Xuzhou Handler Special Vehicle Co.Ltd(300201) independent directors: Huang Huamin, Zhang Fubo, Du min April 27, 2022
