Nanjing Baose Co.Ltd(300402) independent director
Independent opinions on matters related to the 7th Meeting of the 5th board of directors
Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”) held the 7th Meeting of the 5th board of directors on March 30, 2022. In accordance with the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for GEM listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws, regulations and the articles of association According to the relevant provisions of the working system of independent directors, as an independent director of the company, based on the position of independence, objectivity and impartiality, we hereby express the following independent opinions on the matters related to the 2021 annual report of the company and the relevant proposals considered at the seventh meeting of the Fifth Board of directors:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee in 2021
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, as an independent director of the company, During the reporting period, the company carefully checked the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and related parties, and issued independent opinions as follows: 1. During the reporting period, the company did not have the illegal occupation of the company’s funds by the controlling shareholders and other related parties, nor did it have the illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021.
2. During the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties, any unincorporated units or individuals; The controlling shareholder, actual controller and other related parties also did not force the company to provide guarantee for others.
2、 Independent opinions on the company’s profit distribution plan in 2021
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 company’s profit distribution plan for 2021 is proposed as follows: Based on the total share capital of 202000000 shares on December 31, 2021, the company will distribute cash dividends of RMB 1.00 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 2020000000 (including tax). The remaining undistributed profits will be carried forward to the following years for the development of the company’s main business.
After verification, we believe that:
1. The company’s profit distribution plan for 2021 complies with the company law, the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other relevant laws and regulations, normative documents, the articles of association and other relevant provisions. On the premise of ensuring the normal operation and long-term development of the company, Fully considering the interests of all shareholders, it is legal and compliant. 2. The voting procedures of the board of directors in considering the above proposals comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
In view of the above reasons, we agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, we believe that the company has established a relatively sound internal control system in accordance with the relevant provisions of the company law, the securities law, the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the basic norms of enterprise internal control, and in combination with its own operating characteristics. The existing internal control system of the company covers all levels and links of the company’s operation, In particular, the company has established a strict control system for the internal investment, implementation and effective control of related party transactions, which has played a good role in the prevention and effective control of the company’s internal investment, implementation and other related party transactions, It ensures the authenticity, legitimacy and integrity of accounting materials, protects the safety and integrity of assets, and protects the interests of the company and shareholders.
The self evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
4、 With regard to the independent opinions on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022, after verification, we believe that:
1. In 2021, the company and its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd. purchased raw materials from BaoTi Group Co., Ltd. Baoji Titanium Industry Co.Ltd(600456) for daily related party transactions, which were required by normal production and operation activities. The transaction price was determined through bidding or price comparison procurement procedures and followed the market pricing principle; The board of directors’ statement that there is a certain difference between the actual and expected daily connected transactions in 2021 is in line with the actual situation. The difference belongs to normal business behavior and has no significant impact on the daily connected transactions and performance of the company; The above daily related party transactions account for a small proportion in similar transactions, which will not affect the independence of the company and cause the company’s dependence on related parties. The estimated amount of daily related party transactions in 2022 is based on the actual production demand of signed orders and the forecast and estimation of market demand, which is reasonable.
2. When the board of directors of the company voted on the above related party transactions, the related directors avoided voting, and the voting procedures comply with relevant laws and regulations, normative documents and the articles of association, which are legal and effective.
In view of the above reasons, we agree with the expected matters of the company’s daily connected transactions in 2021 and 2022, and agree to submit the matter to the company’s 2021 annual general meeting for deliberation.
5、 Independent opinions on the framework agreement of the company’s daily related party transactions
After verification, we believe that:
1. The framework agreement on daily related party transactions (material supply agreement) renewed by the company with the controlling shareholder BaoTi Group Co., Ltd. and its holding subsidiary Baoji Titanium Industry Co.Ltd(600456) is to continue to regulate the continuous daily related party transactions between the company and its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd. and the above related parties.
The above agreement complies with the relevant provisions of relevant laws and regulations, normative documents and the articles of association. The transaction price is determined according to the market price and follows the principles of openness, fairness and impartiality. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Such related party transactions will not affect the independence of the company and will not cause the company to rely on related parties.
2. When the board of directors of the company voted on the above related party transactions, the related directors avoided voting, and the voting procedures comply with relevant laws and regulations, normative documents and the articles of association, which are legal and effective.
In view of the above reasons, we agree to renew the framework agreement on daily connected transactions between the company, BaoTi Group Co., Ltd. and Baoji Titanium Industry Co.Ltd(600456) and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation. 6、 Independent opinion on the reappointment of the company’s audit institution in 2021
After verification, we believe that Dahua Certified Public Accountants (special general partnership) has the qualification of securities and futures related business, and has the experience and ability to provide audit services for listed companies. During the period of serving as the company’s audit institution in 2021, Dahua Certified Public Accountants (special general partnership) followed the independent, objective and fair practice standards, provided better audit services for the company, and the reports issued for the company can objectively and fairly reflect the actual situation, financial status and operating results of the company. The deliberation procedures of the board of directors comply with the relevant provisions of laws and regulations, normative documents and the articles of association. We agree to continue to employ Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
(there is no text below, which is only the signature page of Nanjing Baose Co.Ltd(300402) “independent opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors”):
Jiang Jianhua, Zhou Chunsong, Yang Xiuyun
March 30, 2022
