Securities code: Ningxia Baofeng Energy Group Co.Ltd(600989) securities abbreviation: Ningxia Baofeng Energy Group Co.Ltd(600989) Announcement No.: 2022005 Ningxia Baofeng Energy Group Co.Ltd(600989)
Announcement of resolutions of the 11th meeting of the third board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings held
Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as “the company”) the notice of the 11th meeting of the third board of supervisors was sent to all supervisors of the company by e-mail and mobile office platform on February 25, 2022. The meeting was held by means of communication on March 9, 2022. The meeting was convened and presided over by Ms. Xia Yun, chairman of the board of supervisors of the company. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation and voting at the meeting
(I) review and approve the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) reviewed and approved the financial final accounts of 2021 and the financial budget report of 2022
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) the proposal on the special report on the deposit and use of the company’s raised funds in 2021 was deliberated and adopted
After review, the board of supervisors of the company held that in 2021, the company strictly controlled the use and management of the raised funds in accordance with the requirements of the company’s raised funds management system, the use of the raised funds met the needs of the raised investment projects, and there was no illegal use of the raised funds. The use of the raised funds does not conflict with the implementation plan of the raised investment project, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day Special report on the deposit and use of raised funds in Ningxia Baofeng Energy Group Co.Ltd(600989) 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
(IV) the proposal on the company’s 2021 annual profit distribution plan was deliberated and adopted
The board of supervisors of the company believes that the production and operation of the company in 2021 is good and the performance meets the expectations. The profit distribution plan formulated by the board of directors not only considers the reasonable return on investment to investors, but also takes into account the needs of the company’s sustainable development, and complies with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) of the CSRC Relevant provisions and requirements for cash dividends in normative documents and the articles of association. The differentiated dividend scheme proposed by the company to compensate the non restricted shareholders by the restricted shareholders makes the company’s obligation to donate to Ningxia Yanbao Charity Foundation fully borne by the restricted shareholders, protects the interests of the non restricted shareholders, agrees to pass the distribution scheme, and agrees to submit the proposal to the 2021 annual general meeting of the company for deliberation.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Announcement on annual profit distribution plan for Ningxia Baofeng Energy Group Co.Ltd(600989) 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After deliberation at the meeting, all supervisors of the company unanimously agreed that:
1. The preparation and review procedures of the company’s 2021 annual report and its summary comply with the provisions of laws, regulations, the articles of association and the company’s internal management system;
2. The format and content of the company’s 2021 annual report and its summary comply with the provisions of the CSRC and Shanghai Stock Exchange, and the information contained truly reflects the company’s operating results and financial status in 2021 from all aspects;
3. Before putting forward this opinion, it is not found that the personnel involved in the preparation and deliberation of the company’s 2021 annual report have violated the confidentiality provisions;
4. The supervisors attending the meeting agreed that the financial report prepared by the company was objective and fair;
5. The board of supervisors of the company believes that as of the end of the reporting period, the corporate governance structure of the company is sound and the internal control system is perfect; The operation of the board of directors and its special committees is standardized, the decision-making procedures are legal and effective, and the directors and senior managers of the company do not violate laws, regulations or damage the interests of the company and shareholders when performing their duties.
See the full text of the report published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021. For details of the abstract, it was published in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) Summary of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021 annual report.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the proposal on the company’s donation to Ningxia Yanbao charitable foundation was deliberated and adopted
In order to help the development of education in poor areas of Ningxia and actively practice the mission of being a socially responsible enterprise, the company plans to donate 500 million yuan in cash to Ningxia Yanbao charity foundation for public welfare charities and other public welfare activities focusing on donation and education.
This related party transaction has fulfilled the corresponding necessary legal procedures and complies with the provisions of relevant national laws, regulations and policies. The related party transaction is true and legal, and there is no damage to the interests of the company and its shareholders. For details, the company published the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Announcement of Ningxia Baofeng Energy Group Co.Ltd(600989) on related party transactions donated to Ningxia Yanbao charity foundation.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) the proposal on the company’s reappointment of the audit institution in 2022 and the payment of audit fees was deliberated and passed. The board of supervisors believed that Ernst & Young Huaming Certified Public Accountants (special general partnership) has the qualification of securities practice, and can be diligent, responsible, honest and trustworthy in the process of practice, earnestly perform its audit duties, and comply with the practice standards and ethics of certified public accountants, Objectively evaluate the company’s financial situation and operating results, and independently express audit opinions.
Agree to continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to authorize the management to determine its annual audit fee according to the specific workload and market price level of 2022 audit.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day Announcement of Ningxia Baofeng Energy Group Co.Ltd(600989) on renewing the appointment of accounting firms.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) reviewed and adopted the 2021 internal control evaluation report
The board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented, and the internal control system meets the needs of the company’s operation and management, ensures the orderly development of the company’s business activities, and ensures the full implementation and full realization of the company’s development strategy and business objectives. The 2021 internal control evaluation report truly and objectively reflects the construction and operation of the company’s internal control system. The company’s internal control system generally meets the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange. Agree with the relevant contents of the company’s 2021 annual internal control evaluation report.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) the proposal on Amending the rules of procedure of the board of supervisors was deliberated and adopted
It is agreed that the company will revise the relevant provisions of the rules of procedure of the board of supervisors in accordance with relevant regulations and requirements and in combination with the actual situation.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed rules of procedure of the board of supervisors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Ningxia Baofeng Energy Group Co.Ltd(600989) board of supervisors
March 10, 2022
