Securities code: Nanjing Baose Co.Ltd(300402) securities abbreviation: Nanjing Baose Co.Ltd(300402) Announcement No.: 2022006 Nanjing Baose Co.Ltd(300402)
Announcement of resolutions of the 7th Meeting of the 5th board of directors
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.
Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”) the seventh meeting of the Fifth Board of directors was held in the company’s conference room on March 30, 2022 by combining on-site and communication. The meeting notice was sent to all directors, supervisors and senior managers of the company by e-mail on March 19, 2022.
There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The meeting complied with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors. All supervisors and senior managers of the company attended the meeting as nonvoting delegates, and the meeting was legal and valid. The meeting was convened and presided over by Mr. Gao Qi, chairman of the board of directors. After voting by all directors present, the resolution of the meeting is as follows:
1、 Deliberated and passed the proposal on the work report of the general manager of the company in 2021
After deliberation, the board of directors held that the management of the company actively carried out various work and effectively implemented the resolutions of the board of directors and the general meeting of shareholders closely around the 2021 work plan.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
After deliberation, the board of Directors believes that the report objectively and truly reflects the work of the board of directors in 2021. The specific contents of the 2021 annual report of the board of directors of the company are detailed in the “section III Management Discussion and analysis IV. main business analysis” of the 2021 annual report published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
The independent directors Jiang Jianhua, Zhou Chunsong, Yang Xiuyun and Zhao Bin (who have left office) of the company have submitted work report to the board of directors respectively and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the 2021 report on the work of independent directors published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day. Voting results: 9 in favor, 0 against and 0 abstention.
3、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After deliberation, the board of Directors believes that the company has prepared the full text and summary of the company’s 2021 annual report in strict accordance with relevant laws, administrative regulations and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. The content of the report truly, accurately and completely reflects the actual situation of the company in 2021, and there are no false records, misleading statements or major omissions.
For details of the company’s 2021 annual report and 2021 annual report summary, please refer to cninfo.com, the gem information disclosure website designated by the CSRC. The summary of 2021 annual report is also published in the securities times and China Securities Journal.
Voting results: 9 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.
4、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The 2021 financial statements of the company have been audited by Dahua Certified Public Accountants (special general partnership) and issued standard unqualified opinions. After deliberation, the board of Directors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
For details, please refer to the financial statement of 2021 published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 9 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.
5、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The audit of Dahua Certified Public Accountants (special general partnership) confirmed that the net profit attributable to the shareholders of the listed company in 2021 was 5291533782 yuan, and the net profit of the parent company was 5290982261 yuan. According to the company law, the articles of association and other relevant provisions, after the surplus reserve of 5290982261 yuan is withdrawn according to 10% of the net profit realized by the parent company, the distributable profit of the parent company in 2021 is 47618840349 yuan, plus the undistributed profit of the parent company at the beginning of last year of 21374400126 yuan, minus the cash dividend of 101000000 yuan distributed in 2020. By the end of 2021, The company’s (parent company’s statement) accumulated profit available for distribution to shareholders is 1 Clenergy(Xiamen)Technology Co.Ltd(603628) 4161 yuan.
The total distribution base of the company’s dividend for the year 20231 (including the tax paid on 2021 shares) is RMB 0000000, and the total dividend paid to all shareholders in 20212 is RMB 0000000 (including the tax paid on 2021 shares). In this year, the company will not convert the capital reserve into share capital and will not give bonus shares. During the period from the disclosure date of this profit distribution plan to the date of equity distribution and equity registration, if the total share capital of the company changes, the distribution proportion will be adjusted according to the principle that the total distribution remains unchanged.
For details, please refer to the announcement on the profit distribution plan for 2021 published on cninfo, the gem information disclosure website designated by the CSRC on the same day.
The independent directors of the company issued independent opinions on this matter, and the board of supervisors issued audit opinions. For details, see the independent opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors and the audit opinions of the board of supervisors on matters related to 2021 published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 9 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.
6、 The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
The board of Directors believes that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system according to its actual situation and the requirements of laws and regulations. The company’s internal control system has strong pertinence, rationality and effectiveness, and has been well implemented and implemented. It can provide a reasonable guarantee for the preparation of true and fair financial statements and the healthy operation of the company’s business activities and the control of business risks. For details, see the 2021 internal control self-evaluation report published on cninfo, the gem information disclosure website designated by the CSRC on the same day.
The independent directors of the company gave independent opinions on the report and the board of supervisors gave audit opinions. For details, please refer to the independent opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors and the review opinions of the board of supervisors on matters related to 2021 published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 The proposal on confirming the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 was deliberated and adopted
In 2021, the company and its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd. (hereinafter referred to as “Baoji Ningtai”) actually incurred 447031 million yuan in related procurement with BaoTi Group Co., Ltd. (hereinafter referred to as “BaoTi group”), and 85.674 million yuan in related procurement with Baoji Titanium Industry Co.Ltd(600456) (hereinafter referred to as ” Baoji Titanium Industry Co.Ltd(600456) “).
In 2022, according to the actual production demand of signed orders and the forecast of market demand, the company and its wholly-owned subsidiary Baoji Ningtai expect to purchase no more than 160 million yuan of composite materials in BaoTi group and no more than 190 million yuan of titanium, nickel, zirconium and other materials in Baoji Titanium Industry Co.Ltd(600456) Baoji Titanium Industry Co.Ltd(600456) .
The board of Directors believes that the above daily connected transactions are necessary for business development and normal production and operation activities. The transaction price is based on the fair market price, follows the principles of openness, fairness and impartiality, performs the bidding or price comparison procurement procedures in strict accordance with the relevant systems and regulations of the company, and reasonably determines the procurement price. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
For details, please refer to the announcement on confirming the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day. The independent directors of the company approved the proposal in advance and expressed independent opinions, and the board of supervisors issued review opinions. For details, please refer to the independent directors’ prior approval opinions on matters related to the seventh meeting of the Fifth Board of directors and independent directors’ independent opinions on matters related to the seventh meeting of the Fifth Board of directors published on the gem information disclosure website designated by the CSRC on the same day Review opinions of the board of supervisors on relevant matters in 2021.
Related directors Gao Qi, Wu pijie, Chen Zhanqian, Ji Weimin and Wang Junqiang avoided voting on this proposal.
Voting results: 4 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.
8、 Deliberated and passed the proposal on the framework agreement on the company’s daily related party transactions
In view of the expiration of the related party transaction framework agreement signed by the company with the controlling shareholder BaoTi Group Co., Ltd. and its controlling subsidiary Baoji Titanium Industry Co.Ltd(600456) in 2019, in order to regulate the continuous daily related party transactions between the company and its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd. and related parties, in accordance with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules and the articles of association, It is agreed that the framework agreement on daily related party transactions between the company and BaoTi Group Co., Ltd. Baoji Titanium Industry Co.Ltd(600456) shall be renewed, and the agreement shall be valid for three years.
The independent directors of the company approved the proposal in advance and expressed independent opinions, and the board of supervisors issued review opinions. For details, please refer to the independent directors’ prior approval opinions on matters related to the seventh meeting of the Fifth Board of directors and independent directors’ independent opinions on matters related to the seventh meeting of the Fifth Board of directors published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day Review opinions of the board of supervisors on relevant matters in 2021.
Related directors Gao Qi, Wu pijie, Chen Zhanqian, Ji Weimin and Wang Junqiang avoided voting on this proposal.
Voting results: 4 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.
9、 The proposal on the company’s application for a comprehensive credit line of no more than 900 million yuan in 2022 was deliberated and adopted
In order to meet the company’s normal production and operation needs, the company plans to apply to banks or other financing institutions for a comprehensive credit line of no more than 900 million yuan in 2022, within which it will handle working capital loans required for daily operation and trade financing business related to its main business.
The legal representative of the company is authorized to approve the specific financing channels, credit varieties (including but not limited to working capital loans, financial leases, various guarantees, letters of credit, bank acceptance bills, etc.), quota allocation, financing period, financing interest rate and guarantee methods within the above comprehensive credit line. The authorization period is from the date of deliberation and approval by the general meeting of shareholders of the company to the date of authorization by the general meeting of shareholders of the next year.
For details, please refer to the announcement on applying for a comprehensive credit line of no more than RMB 900 million in 2022 published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 9 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.
10、 The proposal on Amending the registration system for insiders of inside information was deliberated and adopted
In order to further improve the management of the company’s inside information, strengthen the confidentiality of the inside information, maintain the fairness of the company’s information disclosure and protect the legitimate rights and interests of investors, in accordance with the securities law, the measures for the administration of information disclosure of listed companies (revised in 2021), the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies and other relevant laws and regulations According to the relevant provisions of the regulations and the articles of association, and in combination with the actual situation of the company, revise the company’s insider registration system.
The revised “insider information insider registration management system” was published on the same day on the gem information disclosure website cninfo.com designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
11、 The proposal on Revising the working system of independent directors was deliberated and adopted
In order to further improve the corporate governance structure of the company, strengthen the restraint and supervision mechanism for the board of directors and senior managers, better safeguard the interests of minority shareholders and promote the standardized operation of the company, in accordance with the company law, the securities law, the guidelines for the governance of listed companies and the rules for independent directors of listed companies Relevant laws and regulations, normative documents and relevant provisions of the articles of association, such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, guidance on the performance of duties of independent directors of listed companies, and revised the company’s independent director working system in combination with the actual situation of the company. The revised working system of independent directors was published on the same day on the gem information disclosure website cninfo.com designated by the CSRC.
Voting results: 9 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.
12、 The proposal on formulating the management measures for the authorization of the board of directors to the management was deliberated and adopted
In order to strictly implement the manager’s responsibility to the board of directors, urge the manager to perform the responsibility of organizing and implementing the resolutions of the board of directors, strengthen work supervision, and ensure the manager to exercise the functions and powers of operation and management according to law, the management measures for authorization from the board of directors to the manager are formulated in accordance with the company law, the articles of association, the general manager’s working rules and other relevant requirements, and in combination with the actual situation of the company.
The management measures for the authorization of the board of directors to the management is the same as
