Securities code: Xuzhou Handler Special Vehicle Co.Ltd(300201) securities abbreviation: Xuzhou Handler Special Vehicle Co.Ltd(300201) Announcement No.: 2022011 Xuzhou Handler Special Vehicle Co.Ltd(300201)
Announcement of resolutions of the 2021 annual board meeting
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. At 3:00 p.m. on April 26, 2022, the 2021 annual board of directors of Xuzhou Handler Special Vehicle Co.Ltd(300201) (hereinafter referred to as “the company”) held a meeting by means of communication. In accordance with the provisions of the Xuzhou Handler Special Vehicle Co.Ltd(300201) articles of association and the rules of procedure of Xuzhou Handler Special Vehicle Co.Ltd(300201) board of directors, the meeting was notified to all directors, supervisors and senior managers on April 22.
2. There are 9 directors who should attend the meeting and 9 actually attended the meeting.
3. The board of directors was presided over by the chairman Mr. Jin Shiwei. The company’s supervisors Jiang Shanshan, Li Yuhua, Chen you, the chief financial officer Chen Qingjun, the chairman’s Secretary Jiang Yan and the staff of the audit department Miao Zhengyi attended the meeting as nonvoting delegates. 4. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of Xuzhou Handler Special Vehicle Co.Ltd(300201) articles of association.
2、 Deliberations of the board meeting
The meeting considered the following proposals one by one:
1. Proposal on the full text and summary of the company’s 2021 Annual Report
The board of directors of the company has prepared the full text and summary of the 2021 annual report in strict accordance with relevant laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company in 2021, and there are no false records, misleading statements or major omissions.
The full text and abstract of the company’s 2021 annual report are published on cninfo.com on the same day（ 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.
Directors Jin Shiwei, Bo Xiaoming, Dong Dai, Tong Xiaomin, Ma Chao and Deng Haojie, with 6 votes in favor.
Mr. Deng Haojie and Mr. Ma Haozhao were appointed as the leaders of the supervision group on October 1, 2021, and the official seal was still in the custody of the original director of the Party committee. The purpose of establishing this group is to organize and carry out self-help in operation, coordinate and solve the problems existing in operation, stabilize people’s minds and put Xuzhou Handler Special Vehicle Co.Ltd(300201) on a normal track as soon as possible. At present, the company’s official seal, contract seal and license are still kept by Han Ying, the seal specialist of the general management department who originally kept the seal and license; The special seal for finance, online banking for voucher preparation and online banking for review are still kept and used by the staff of the finance department, and the special seal for finance of the company has always been kept and used by the company’s accountant Shao Ruiping; The voucher preparation online banking was originally kept by Jin Qianxi, the cashier accountant of the finance department. Due to the need of work, the post was adjusted, and the voucher preparation online banking was handed over to Zhang Jiazhen, the accountant of the finance department. Zhang Jiazhen served as the cashier accountant of the company since he entered the finance department in December 2017 and was responsible for the custody and use of the voucher preparation online banking; The company’s online banking has been kept and used by the accountant Ren Shenfeng. There is no case of being robbed by Ding Jianping and taking over the company in an all-round way. 2. Update some contents of major environmental protection issues.
The signed opinions of directors Jin Shiwei, Bo Xiaoming, Dong Dai and Tong Xiaomin are: after verification, it is agreed 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.
Independent directors Du min, Huang Huamin and Zhang Fubo abstained. The opinions signed by independent directors Du min, Huang Huamin and Zhang Fubo are: due to problems in corporate governance and internal control, personal performance of duties is limited.
Voting results: the proposal was adopted by 6 votes in favor, 0 against and 3 abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. Proposal on the work report of the board of directors in 2021
The detailed contents of the work report of the board of directors in 2021 are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant contents of “section IV corporate governance” of the company’s 2021 annual report on.
The detailed contents of the 2021 annual report of independent directors are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant contents on.
Directors Jin Shiwei, Bo Xiaoming, Dong Dai, Tong Xiaomin, Ma Chao and Deng Haojie, with 6 votes in favor.
The signature opinion of directors Ma Chao and Deng Haojie is: it needs to be added in the work report of the board of directors: the opinions of directors Ma Chao and Deng Haojie: the official seal and license are still in the hands of the original personnel. On October 9, 2021, the Xuzhou Handler Special Vehicle Co.Ltd(300201) Party committee led the establishment of a temporary supervision team to ensure the normal operation of Xuzhou Handler Special Vehicle Co.Ltd(300201) Party committee. The purpose of establishing this group is to organize and carry out self-help in operation, coordinate and solve the problems existing in operation, stabilize people’s minds and put Xuzhou Handler Special Vehicle Co.Ltd(300201) on a normal track as soon as possible. At present, the company’s official seal, contract seal and license are still kept by Han Ying, the seal specialist of the general management department who originally kept the seal and license; The special seal for finance, online banking for voucher preparation and online banking for review are still kept and used by the staff of the finance department, and the special seal for finance of the company has always been kept and used by the company’s accountant Shao Ruiping; The voucher preparation online banking was originally kept by Jin Qianxi, the cashier accountant of the finance department. Due to the need of work, the post was adjusted, and the voucher preparation online banking was handed over to Zhang Jiazhen, the accountant of the finance department. Zhang Jiazhen served as the cashier accountant of the company since he entered the finance department in December 2017 and was responsible for the custody and use of the voucher preparation online banking; The company’s online banking has been kept and used by the accountant Ren Shenfeng. There is no case of being robbed by Ding Jianping and taking over the company in an all-round way.
The signed opinions of directors Jin Shiwei, Bo Xiaoming, Dong Dai and Tong Xiaomin are: they do not agree to include the opinions signed by Ma Chao and Deng Haojie in the work report of the board of directors, but they can be disclosed as their signed opinions, which is their right as directors.
Independent directors Du min, Huang Huamin and Zhang Fubo abstained. Independent directors Du min, Huang Huamin and Zhang Fubo signed the opinion that due to problems in corporate governance and internal control, personal performance of duties is limited.
Voting results: the proposal was adopted by 6 votes in favor, 0 against and 3 abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Proposal on the work report of the general manager of the company in 2021
The directors attending the meeting listened carefully to the 2021 general manager work report made by Mr. Ma Chao, the general manager. Directors Ma Chao and Deng Haojie voted in favor.
Directors Jin Shiwei, Bo Xiaoming, Dong Dai and Tong Xiaomin voted against. The signed opinions of directors Jin Shiwei, Bo Xiaoming, Dong Dai and Tong Xiaomin are: after Ding Jianping forcibly robbed the official seal and license and forcibly controlled the production and operation of the company on October 9, 2021, the resolutions of the board of directors and the board of supervisors of the company can not be effectively implemented and implemented; The management of the company will no longer 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. Therefore, I voted against the general manager’s work report.
Independent directors Du min, Huang Huamin and Zhang Fubo abstained. The opinions signed by independent directors Du min, Huang Huamin and Zhang Fubo are: due to problems in corporate governance and internal control, personal performance of duties is limited.
Voting results: the proposal was rejected by 2 votes in favor, 4 against and 3 abstentions.
4. Proposal on the company’s 2021 annual financial statement report
The specific contents of the 2021 annual financial statement are detailed in the relevant contents published on cninfo.com on the same day.
Directors Jin Shiwei, Bo Xiaoming, Dong Dai, Tong Xiaomin, Ma Chao and Deng Haojie, with 6 votes in favor.
Independent directors Du min, Huang Huamin and Zhang Fubo abstained. Independent directors Du min, Huang Huamin and Zhang Fubo signed the opinion that due to problems in corporate governance and internal control, personal performance of duties is limited.
Voting results: the proposal was adopted by 6 votes in favor, 0 against and 3 abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Proposal on the company’s self evaluation report on internal control in 2021
The specific contents of the 2021 internal control self-evaluation report are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Directors Ma Chao and Deng Haojie voted in favor. The signed opinions of directors Ma Chao and Deng Haojie are: it needs to be revised to be consistent with the contents of the annual report on self-evaluation of internal control.
Directors Jin Shiwei, Bo Xiaoming, Dong Dai and Tong Xiaomin voted against. The signed opinions of directors Jin Shiwei, Bo Xiaoming, Dong Dai and Tong Xiaomin are: 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.
Independent directors Du min, Huang Huamin and Zhang Fubo abstained. Independent directors Du min, Huang Huamin and Zhang Fubo signed the opinion that due to problems in corporate governance and internal control, personal performance of duties is limited.
Voting results: the proposal was rejected by 2 votes in favor, 4 against and 3 abstentions.
6. Proposal on the company’s profit distribution plan in 2021
In order to realize the sustainable, stable and healthy development of the company and better safeguard the long-term interests of shareholders, in combination with the current overall market environment and the company’s operation, the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares and no capital reserve converted into share capital.
The independent directors of the company have clearly agreed to the proposal on the company’s profit distribution plan for 2021 deliberated at this meeting.
Voting results: the proposal was adopted by 9 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. Proposal on re employment of accounting firm
According to the proposal of the audit committee of the board of directors of the company and in combination with the opinions previously approved by the independent directors of the company, the board of directors agreed to renew the appointment of China audit Zhonghuan Certified Public Accountants (special general partnership) as the external audit institution of the company in 2022 for one year, and requested the general meeting of shareholders to authorize the management to refer to the relevant audit fee standards of the price department and the actual fee level of the region according to the total assets, audit scope and workload of the company, Negotiate with the accounting firm to determine the audit fee.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter.
The specific contents of the announcement on renewing the appointment of accounting firms are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Directors Jin Shiwei, Bo Xiaoming, Dong Dai, Tong Xiaomin and independent directors Du min, Huang Huamin and Zhang Fubo agreed by 7 votes.
Directors Ma Chao and Deng Haojie abstained 2 votes. The signed opinion of directors Ma Chao and Deng Haojie is: Reason: it is impossible to judge that the accountant takes the communication letter requiring the management to issue an approval opinion as the basis for judging the audit opinion. Voting results: the proposal was adopted by 7 votes in favor, 0 against and 2 abstentions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. Special instructions of the board of directors on matters involved in non-standard audit opinions
The special instructions of the board of directors on matters related to non-standard audit opinions are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting results: the proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
9. Proposal on convening the 2021 annual general meeting of shareholders
For details of the announcement on convening the 2021 annual general meeting of shareholders, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Directors Jin Shiwei, Bo Xiaoming, Dong Dai, Tong Xiaomin and independent directors Du min, Huang Huamin and Zhang Fubo agreed by 7 votes.
Directors Ma Chao and Deng Haojie voted against. The reason why the directors Ma Chao and Deng Haojie signed the opinion is: there is a dispute over the determination of the effectiveness of the voting rights of shareholders’ shares. At present, the court has not made a judgment, which may lead to the invalidity of the resolution of the general meeting of shareholders convened by the fifth board of directors and further chaos of the company.
The proposal was adopted with 0 votes and 7 abstentions.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Other documents required by Shenzhen Stock Exchange.
Xuzhou Handler Special Vehicle Co.Ltd(300201) board of directors April 27, 2002
