Xuzhou Handler Special Vehicle Co.Ltd(300201)
2021 annual report of independent directors
Shareholders and shareholder representatives:
From January 1, 2021 to May 21, 2021, as an independent director of the 5th board of directors of Xuzhou Handler Special Vehicle Co.Ltd(300201) (hereinafter referred to as “the company”), I served in strict accordance with the company law, the rules for independent directors of listed companies of China Securities Regulatory Commission, the rules for the listing of shares on the gem of Shenzhen Stock Exchange According to the provisions and requirements of laws and regulations, normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, working system of independent directors and other relevant systems of the company, regularly understand and inspect the operation of the company, earnestly perform the duties of independent directors, and fulfill their duties and duties 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 the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, I hereby report my performance of independent director duties during my tenure in 2021 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
Sun Jian 9 4 0 0 0 no
Before the meeting, I timely obtained the materials and information required for the deliberation of the meeting. After careful deliberation on all the proposals submitted to the board of directors, I expressed independent opinions on major issues. All the proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders. Therefore, I voted in favour without objection or abstention. The convening and holding of the board of directors and general meeting of shareholders I participated in comply with legal procedures, and relevant major business decision-making and other major matters have been subject to relevant approval procedures, which are legal and effective.
2. Attendance at the general meeting of shareholders
I personally attended the first extraordinary general meeting in 2021, the annual general meeting in 2020 and the second 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
Sun Jian 4 3 3 0 0
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.
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、 Supervise and inspect the implementation of the company’s information disclosure management system
Urge the company to do a good job of information disclosure in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, so as to ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure and safeguard the legitimate rights and interests of the company and shareholders.
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 term of office 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 Shenzhen Stock Exchange GEM Listing Rules and the information disclosure management measures; 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, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies 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 term of office in 2021, I effectively performed the duties of independent directors. 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.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. Make use of their professional knowledge and experience to provide constructive suggestions for the development of the company and provide reference for the scientific decision-making of the board of directors.
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: Sun Jian April 25, 2002
