Securities code: Xuzhou Handler Special Vehicle Co.Ltd(300201) securities abbreviation: Xuzhou Handler Special Vehicle Co.Ltd(300201) Announcement No.: 2022012 Xuzhou Handler Special Vehicle Co.Ltd(300201)
Announcement of resolutions of the 2021 annual meeting of the board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
On April 26, 2022, Xuzhou Handler Special Vehicle Co.Ltd(300201) (hereinafter referred to as “the company”) held the 2021 annual board of supervisors by combining on-site and communication. The notice of this meeting was sent in writing on April 15, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting, of which Li Yuhua and Chen you attended by means of communication. The meeting was presided over by Ms. Jiang Shanshan, chairman of the board of supervisors. After full discussion and deliberation, all supervisors expressed their opinions and signed resolutions, which were in line with the company law of the people’s Republic of China and other laws, administrative regulations and the provisions of Xuzhou Handler Special Vehicle Co.Ltd(300201) articles of association.
2、 Deliberation at the meeting of the board of supervisors
After deliberation, the meeting deliberated the following proposals one by one:
1. Proposal on the work report of the board of supervisors in 2021
For details, please refer to the company’s publication on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Report on the work of the board of supervisors in 2021.
Jiang Shanshan, chairman of the board of supervisors: agreed.
Opinions of supervisors Li Yuhua and Chen you: the company has been forcibly controlled by Ding Jianping since October 9, 2021
Report to the board of directors; Ma Chao and Deng Haojie have refused to attend the meeting of the board of directors since they reported to the board of directors on the evening of October 9, 2021; The securities department failed to be responsible and report to the Secretary of the board of directors in accordance with the requirements of the company’s information disclosure management system, resulting in serious defects in the internal control related to information disclosure. According to the requirements of the budget meeting at the beginning of the year, the cost and expense budget determined and imported into OA cannot be broken through, and any breakthrough must be reported to the board of directors for approval. However, at present, from the audit report, many cost and expense budget subjects have made great breakthroughs and have not fulfilled the approval procedures. Moreover, the general manager only has the approval authority of no more than 100000 yuan in a single budget, and those above must be approved by the chairman. This requirement has not been implemented after October 9, 2021. On November 12, 2021, chairman Jin Shiwei sent a letter to general manager Ma Chao on immediately initiating litigation and claim against the original shareholders of lianshuo technology. Ma Chao also replied that he would hire a lawyer to sue Yang Ya and other original shareholders of lianshuo technology who have performance commitment obligations in the name of the company, but so far there has been no progress in this matter. Jiang Shanshan, chairman of the board of supervisors, did not attend the board of directors on October 24, October 27 and November 9, 2021 for three consecutive times, and did not actively participate in the discussion of major decisions.
Voting results: the proposal was not adopted with 1 in favor, 2 against and 0 abstention.
2. Proposal on the full text and summary of the company’s 2021 Annual Report
The full text and abstract of the company’s 2021 annual report are published on cninfo.com for details（ http://www.cn.info.com.cn./ ）Relevant contents on. The company published the summary of 2021 annual report in Shanghai Securities News and securities times.
Comments of Jiang Shanshan, chairman of the board of supervisors: it is agreed that the supplementary opinions of directors Ma Chao and Deng Haojie on the annual report at the Xuzhou Handler Special Vehicle Co.Ltd(300201) board meeting on April 26, 2022 need to be supplemented in the body of the annual report.
Opinions of supervisors Li Yuhua and Chen you: agree with the final version confirmed by the chairman of the board of directors. After verification, agree to modify some contents of major environmental protection issues, which should be truthfully disclosed. They do not agree to include the first paragraph in the opinions of Ma Chao and Deng Haojie into the annual report, but they can disclose it as their signed opinions, which is their right as directors.
Voting results: the proposal was adopted with 3 votes in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Proposal on the company’s 2021 annual financial statement report
See details published on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Relevant announcements on. Voting results: the proposal was adopted with 3 votes in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. Proposal on the company’s self evaluation report on internal control in 2021
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn./ ）Announcement published on.
Jiang Shanshan, chairman of the board of supervisors, agreed that it needs to be revised to be consistent with the contents of the annual report on self-evaluation of internal control. Opinions of supervisors Li Yuhua and Chen you: No, the internal control self-evaluation report is issued by the company’s management, which is inconsistent with the contents of the annual report, so they voted against it.
Voting results: the proposal was not adopted with 1 in favor, 2 against and 0 abstention.
5. Proposal on the company’s profit distribution plan in 2021
In consideration of the company’s profit in 2021 and future fund use arrangements, according to the relevant provisions of the profit distribution policy in the articles of association, the board of directors proposed that no cash dividend, bonus shares or capital reserve be transferred to share capital in this year.
After review, the company’s profit distribution plan for 2021 is in line with the actual situation of the company and the needs of the company’s future business development. There is no violation of the relevant provisions of the company law and the articles of association, and does not damage the interests of the company’s shareholders, especially the minority shareholders. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Relevant announcements on.
Voting results: the proposal was adopted with 3 votes in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. Proposal on re employment of accounting firm
The board of supervisors believes that as the company’s accounting firm in 2021, China audit Zhonghuan Certified Public Accountants (special general partnership) has scrupulously performed its duties, followed the independent, objective and fair practice standards, provided high-quality audit services for the company in accordance with the auditing standards for Chinese certified public accountants, and better fulfilled the responsibilities and obligations specified in the contract Truly reflect the financial situation and operating results of the company.
The board of supervisors reviewed his professional ethics and ability to perform his duties, and agreed to renew the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s external auditor in 2022 for a period of one year. The relevant audit fees will be determined by both parties through negotiation in accordance with the authorization of the company’s general meeting of shareholders.
See details published on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Relevant announcements. Voting results: the proposal was adopted with 3 votes in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. Special instructions of the board of supervisors on matters involved in non-standard audit opinions
The board of supervisors believes that the special instructions of the board of supervisors on matters related to non-standard audit opinions comply with the provisions of relevant normative documents and regulations issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, and will fully support the board of directors and management of the company to take effective measures to solve matters related to which opinions cannot be expressed, assist them in carrying out relevant work, and effectively safeguard the legitimate rights and interests of the company and all shareholders.
Details are disclosed on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn./ ）Relevant announcements on.
Voting results: the proposal was adopted with 3 votes in favor, 0 against and 0 abstention.
8. Supervisors Li Yuhua and Chen you temporarily added the proposal on requiring the company’s management to perform their duties diligently and faithfully. Chairman of the board of supervisors Jiang Shanshan: objection. This proposal is not a proposal, but a transactional work.
Voting results: the proposal was adopted with 2 affirmative votes, 1 negative vote and 0 abstention.
9. Supervisors Li Yuhua and Chen you temporarily added the proposal on removing and re electing Ma Chao and Deng Haojie and submitting them to the general meeting of shareholders for deliberation
Jiang Shanshan, chairman of the board of supervisors: objection. The board of supervisors has no right to put forward this proposal, because the election and removal of directors are decided by the general meeting of shareholders.
Voting results: the proposal was adopted with 2 affirmative votes, 1 negative vote and 0 abstention.
3、 Documents for future reference
1. Resolutions of the board of supervisors signed by the attending supervisors;
2. Other documents required by Shenzhen Stock Exchange.
Xuzhou Handler Special Vehicle Co.Ltd(300201) board of supervisors April 27, 2002
