Xuzhou Handler Special Vehicle Co.Ltd(300201) 2021 annual work report of the board of supervisors
Stock Code: Xuzhou Handler Special Vehicle Co.Ltd(300201)
Stock abbreviation: Xuzhou Handler Special Vehicle Co.Ltd(300201)
April, 2002
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Xuzhou Handler Special Vehicle Co.Ltd(300201) (hereinafter referred to as “the company”) strictly complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant laws and regulations, As well as the provisions of the articles of association, the rules of procedure of the board of supervisors and other rules and regulations, in line with the principle of being responsible to the company and all shareholders, scrupulously perform their duties, be diligent and conscientious, earnestly perform various responsibilities entrusted by the law and the general meeting of shareholders, implement various resolutions made by the general meeting of shareholders, fully exercise the functions and powers of supervisors, and be responsible for the company’s production and business activities, major events, financial status and directors The senior managers have supervised the performance of their duties, promoted the standardized operation of the company and safeguarded the legitimate rights and interests of the company and all shareholders. Now the work of the board of supervisors in 2021 is reported as follows:
1、 Specific work of the board of supervisors in 2021 (I) during the reporting period, the board of supervisors of the company organized and held 6 meetings, the specific contents are as follows:
1. On March 31, 2021, the 23rd Meeting of the Fourth Board of supervisors was held, which deliberated and adopted the proposal on terminating the non-public development of A-Shares and the proposal on signing the termination agreement of the conditional effective share subscription agreement and supplementary agreement between the company and the subscription object.
2. On April 27, 2021, the 24th Meeting of the fourth session of the board of supervisors was held, and the following proposals were considered and adopted: the proposal on the work report of the board of supervisors in 2020, the proposal on the full text and summary of the company’s annual report in 2020, the proposal on the company’s final financial report in 2020, and the proposal on the company’s special report on the deposit and use of raised funds in 2020 The proposal on the company’s internal control self-evaluation report in 2020, the proposal on the company’s occupation of non operating funds and other related capital transactions in 2020, the proposal on the company’s profit distribution plan in 2020, the proposal on the continued employment of accounting firms, the proposal on the application of the company and its subsidiaries for credit lines and guarantees from banks in 2021 Proposal on the daily connected transactions of the company in 2021, proposal on the correction and retroactive adjustment of accounting errors in the early stage, review opinion of the board of supervisors on the special instructions of the board of directors on matters involved in non-standard audit opinions, proposal on Herman Schmitz Co., Ltd. not included in the scope of the company’s consolidated statements Proposal on the general election of the company’s board of supervisors and the nomination of non employee representative supervisor candidates for the Fifth Board of supervisors, proposal on the transfer of equity of Shenzhen Juneng Weiye Technology Co., Ltd., a wholly-owned subsidiary, proposal on the transfer of equity of Shenzhen lianshuo Automation Technology Co., Ltd., a wholly-owned subsidiary, and the first quarter report of the company in 2021.
3. On May 17, 2021, the 25th meeting of the Fourth Board of supervisors was held, and the following proposals were considered and adopted: proposal on convening the second extraordinary general meeting of shareholders in 2021, proposal on submitting the proposal on removing non independent directors of Xuzhou Handler Special Vehicle Co.Ltd(300201) the Fifth Board of directors to the second extraordinary general meeting of shareholders in 2021 for deliberation Proposal on submitting the proposal on selecting non independent directors of Xuzhou Handler Special Vehicle Co.Ltd(300201) the Fifth Board of directors to the second extraordinary general meeting of shareholders in 2021 for deliberation, proposal on submitting the proposal on removing supervisors of Xuzhou Handler Special Vehicle Co.Ltd(300201) the Fifth Board of supervisors to the second extraordinary general meeting of shareholders in 2021 for deliberation Proposal on submitting the proposal on selecting candidates of Xuzhou Handler Special Vehicle Co.Ltd(300201) the 5th board of supervisors to the second extraordinary general meeting of shareholders in 2021 for deliberation, and proposal on submitting the proposal on revoking the transfer of wholly-owned subsidiary Shenzhen lianshuo Automation Technology Co., Ltd. to the second extraordinary general meeting of shareholders in 2021 for deliberation.
4. On May 21, 2021, the first meeting of the Fifth Board of supervisors was held, and the proposal on electing the chairman of the Fifth Board of supervisors of the company was deliberated and adopted.
5. On August 25, 2021, the second meeting of the Fifth Board of supervisors was held, and the following proposals were considered and adopted: the proposal on the full text and summary of the company’s semi annual report in 2021, and the proposal on increasing capital and shares of wholly-owned subsidiaries and waiving the right to increase capital and related party transactions of wholly-owned subsidiaries.
6. On October 27, 2021, the third meeting of the Fifth Board of supervisors was held, and the proposal on the disclosure of the third quarter report of 2021 was considered and adopted.
(II) in 2021, with the strong support of all shareholders of the company and the active cooperation of the board of directors and the management, the board of supervisors also attended the meetings of the board of directors and the general meeting of shareholders, participated in the discussion of major decisions of the company, and supervised the proposals considered by the board of directors and the general meeting of shareholders and the convening procedures of the meeting according to law.
(III) in 2021, the board of supervisors paid close attention to the company’s operation, carefully supervised the company’s finance and fund utilization, inspected the job behavior of the company’s board of directors and management, and ensured the standardization of the company’s operation and management behavior.
2、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company carefully supervised and inspected the company’s legal operation, financial situation, related party transactions and other matters in strict accordance with relevant laws, regulations and the articles of association. According to the inspection results, the following opinions were issued on the relevant situation of the company during the reporting period:
(I) legal operation of the company
During the reporting period, the board of supervisors earnestly performed the functions and powers conferred by the company law, the articles of association and other relevant laws and regulations, attended the general meeting of shareholders and the meeting of the board of directors according to law, understood the company’s production and operation decisions, and supervised the performance of directors and senior managers of the company. The board of supervisors believes that all major decision-making procedures of the company have followed the provisions of the company law and the articles of association, and a relatively perfect internal management system and internal control mechanism have been established and are constantly improving.
When performing their duties, the directors and senior managers of the company can seriously implement the national laws and regulations, the articles of association and the resolutions of the general meeting of shareholders and the board of directors, abide by their duties, be diligent and enterprising, and do not violate the laws, regulations, the articles of Association or damage the interests of the shareholders and the company.
(II) check the financial situation of the company
In the attitude of being responsible to all shareholders, the board of supervisors supervised and inspected the financial situation of the company and carefully reviewed the quarterly, semi annual and annual financial reports submitted by the board of directors.
The board of supervisors believes that the company’s financial system is sound and the financial operation is standardized. The financial reports of each period prepared by the company objectively, truly and accurately reflect the company’s financial situation and operating results, and there are no false records, misleading statements and major omissions.
(III) acquisition and sale of assets by the company
There was no significant acquisition of assets in 2021. In 2021, the company transferred 100% equity of Shenzhen Juneng Weiye Technology Co., Ltd. to Xiao Dan and Hu Shengyang at the price of 5 million yuan, and transferred 100% equity of Shenzhen lianshuo Automation Technology Co., Ltd. to Wu Zeqin and Song Jun at the price of 1 yuan. In addition, there were no other major asset sales.
(IV) related party transactions of the company
After checking the related party transactions of the company during the reporting period, the board of supervisors believes that there is no situation that damages the interests of the company and non related shareholders. The company has no significant dependence on related parties, and related party transactions have no significant impact on the company’s financial status and operating results.
(V) external guarantee, equity and asset replacement of the company
After checking the external guarantee of the company during the reporting period, the board of supervisors held that the company had no other external guarantee except for the guarantee for its subsidiaries. The company’s guarantee for subsidiaries belongs to the reasonable capital needs of normal production and operation, the decision-making procedure is legal, and there is no damage to the interests of the company and its shareholders.
In addition, there was no debt restructuring, non monetary transactions and asset replacement in 2021.
(VI) establishment and implementation of insider information management system by the company
After checking the establishment and implementation of the insider management system during the reporting period, the board of supervisors of the company believes that the company has established the insider management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system except that the relevant personnel acting as the Secretary of the company failed to report the information of lawyers, accountants and other relevant personnel in the third quarter report, At present, it is unknown whether the directors, supervisors, senior managers and other relevant insiders of the company have insider information, and insiders use insider information to buy and sell the shares of the company. During the reporting period, the company was not investigated and rectified by the regulatory authorities.
(VII) self evaluation report on internal control of the company
The board of supervisors of the company checked the construction and operation of the internal control system during the reporting period. The board of supervisors believes that the company has established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations, which can ensure the healthy operation of the company’s businesses and the control of business risks.
(VIII) information disclosure management system of the company
The board of supervisors checked the establishment and implementation of the information disclosure management system of the company during the reporting period, and found no violation of laws and regulations in information disclosure. The board of supervisors believes that the company has established a relatively perfect information disclosure management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly standardized the information transmission process in accordance with the relevant information disclosure management system. The directors, supervisors and senior executives of the company respectively guaranteed that the information disclosure was true, accurate and complete, and there was no case that the regulatory authorities investigated or required rectification due to the information disclosure.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to actively adapt to the development needs of the company, expand work ideas, abide by the principle of good faith, strengthen supervision, take it as its own responsibility to effectively safeguard and protect the legitimate interests of the company and shareholders from infringement, faithfully and diligently perform its supervision duties, do a solid job in all work, and promote the better and faster development of the company.
The work plan of the board of supervisors in 2022 mainly includes the following aspects:
(I) be diligent, actively participate in important meetings such as the board of directors and the general meeting of shareholders, participate in the decision-making process of major matters, urge the directors and senior managers of the company to be diligent and responsible, and safeguard the interests of all shareholders, especially small and medium-sized shareholders. (II) regularly or irregularly check the company’s financial situation, focus on the company’s foreign investment activities, and promote the continuous improvement of the company’s operation and management efficiency.
(III) strengthen the supervision of the company’s investment, property disposal, mergers and acquisitions, related party transactions and other major matters.
(IV) actively participate in all kinds of study and training held by Shenzhen Stock Exchange and Jiangsu securities regulatory bureau, timely and thoroughly implement all newly formulated or revised normative documents, continuously improve supervision efficiency, and actively urge the construction and effective operation of the company’s internal control system.
Xuzhou Handler Special Vehicle Co.Ltd(300201) board of supervisors April 27, 2002
