Xuzhou Handler Special Vehicle Co.Ltd(300201)
independent director
Independent opinions on relevant matters of the board of directors in 2021
On April 26, 2022, the board of directors of Xuzhou Handler Special Vehicle Co.Ltd(300201) (hereinafter referred to as “the company”) held the 2021 annual board meeting by combining on-site and communication. In accordance with the requirements of the rules for independent directors of listed companies, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the relevant provisions of the articles of association, as independent directors of the company, we, in a serious and responsible attitude, after inquiring and understanding the relevant situation, express the following independent opinions on the relevant proposals considered at the 2021 board meeting:
1、 Independent opinions on the company’s self evaluation report on internal control in 2021
The independent directors Du min, Huang Huamin and Zhang Fubo did not sign their opinions on the company’s self-evaluation report on internal control in 2021: due to problems in corporate governance and internal control, personal performance of duties was limited, so they abstained from voting.
2、 Independent opinions on the occupation of non operating funds, capital transactions of other related parties and external guarantees of the company in 2021
Due to problems in corporate governance and internal control and restrictions on individual performance of duties, we cannot guarantee that there is no illegal occupation of funds with controlling shareholders and other related parties within the reporting period, nor can we guarantee that the company does not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals.
3、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s plan for no profit distribution in 2021 comprehensively considers the company’s development status and capital demand, which is conducive to meeting the capital demand for the sustainable and healthy development of the company and in line with the long-term interests of all shareholders of the company; When the board of directors considered this matter, the review procedure was legal and effective, and the above profit distribution plan was in line with the objective situation of the company; The company’s no profit distribution plan in 2021 is in line with the overall interests of the company and shareholders, the relevant provisions of the company law, the securities law and the articles of association, and there is no damage to the interests of investors, especially the interests of minority shareholders. Therefore, the independent directors unanimously agreed to the plan of no profit distribution in 2021 and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the renewal of accounting firm
The company renewed the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s accounting firm in 2022, and the employment procedures comply with the provisions of the articles of association, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the self regulatory guidance No. 2 of listed companies of Shenzhen Stock Exchange – standardized operation of companies listed on GEM, etc, We have no objection to the board’s reappointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s accounting firm in 2022, and agree to submit it to the company’s 2021 annual general meeting for deliberation.
5、 Independent opinions on matters involved in non-standard audit opinions
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued an audit report with no opinion on the company’s 2021 annual financial report. 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 and comply 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.
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(there is no text on this page, which is the signature page of Xuzhou Handler Special Vehicle Co.Ltd(300201) independent directors’ independent opinions on matters related to the 2021 annual board meeting.)
Zhang Fubo, Huang Huamin, Du min
Date: April 27, 2022
