笛卡尔物流系统集团 2024年度报告

The Registrant, under the supervision and with the participation of the Registrant’s management, including the Registrant’s Chief Executive Officer (principal executive officer) and Chief FinancialOfficer (principal financial officer), evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of January31, 2025 (the “Evaluation Date”), pursuant to Rule13a-15(b)promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Registrant’s Chief Executive Officer and Chief Financial Officerconcluded that, as of the Evaluation Date, the Registrant’s disclosure controls and procedures were effective. Registrant’s fiscal year ended January31, 2025, filed herewith as Exhibit99.2 to this Annual Report on Form 40-F and incorporated herein by reference. During the period covered by this Annual Report on Form40-F, there have been no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably NOTICES PURSUANT TO RULE 104 OF REGULATION BTR AUDIT COMMITTEE FINANCIAL EXPERTThe Registrant’s Audit Committee of the Board of Directors currently consists of four members. The Registrant’s Board of Directors has determined that three members, being John J. Walker, DeepakChopra and Eric Demirian, are “audit committee financial experts” (as defined in paragraph 8(b)of General Instruction B to Form40-F). All members of the Audit Committee are independent within themeaning of the Nasdaq Stock Market’s (“Nasdaq”) director independence standards. Fiscal Year EndedJanuary31, 2025 AUDIT FEES— Audit fees consist of fees for professional services rendered for the audit of the Registrant’s annual consolidated financial statements, reviews of the Registrant’s interim consolidatedfinancial statements, services provided in connection with regulatory filings and statutory audits of certain of the Registrant’s foreign subsidiaries.AUDIT RELATED FEES— Audit related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Registrant’s financialstatements and are not reported as Audit Fees.PRE-APPROVAL POLICIES AND PROCEDURES The required disclosure is included under the heading “Commitments, Contingencies and Guarantees” in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended January31,2025, filed as Exhibit99.3to this Annual Report on Form40-F and incorporated by reference herein. IDENTIFICATION OF THE AUDIT COMMITTEEThe Registrant has a separately designated standing audit committee established in accordance with Section3(a)(58)(A)of the Exchange Act. The members of the audit committee as of the date of thefiling of this Annual Report on Form 40-F are: Mr.John J. Walker (Chair), Mr.Deepak Chopra, Mr.Eric Demirian and Ms. Kelley Irwin. The Registrant was granted an exemption from Nasdaq Stock Market Rulesrequiring each issuer to provide for a quorum at any meeting of the holders of common stock of no less than 33 1/3% of theoutstanding shares of the issuer’s common voting stock. This exemption was granted because Nasdaq’s requirements regarding the quorum required for meetings of the holders of common stock arecontrary to generally accepted business practices in Canada. In particular, Section139(1)of the Canada Business Corporations Act provides that a company’s by-laws may set the quorum requirementsfor a meeting of shareholders. The relevant provisions of the Registrant’s by-laws state that “Subject to the Act in respect of a majority shareholder, a quorum for the transaction of business at any meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented mayadjourn the meeting to a fixed time and place but may not transact any other business.” DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by theCommission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form40-F arises; or transactions in said securities. Annual Information Formfor the fiscal year ended January31, 2025Audited Annual Financial Statements for the fiscal year ended January31, 2025 (incorporated herein by reference to Exhibit99.1 of the Registrant’s Form6-K furnished with the SEC on March 6, 2025)Management’s Discussion and Analysis for the fiscal year ended January31, 2025 (incorporated herein by reference to Exhibit99.1 of the Registrant’s