Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as "the company") strictly followed the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies and other laws and regulations, as well as the articles of association, rules of procedure of the board of supervisors and other systems, With the attitude of being responsible for the interests of the company and shareholders' rights and interests, earnestly perform the functions and powers entrusted by relevant laws and regulations, and actively and effectively carry out work. It has effectively supervised the company's operation and management, internal control, financial status, related party transactions, the performance of duties of the company's directors and senior managers, the decision-making procedures and compliance of major matters of the company, safeguarded the interests of the company and all shareholders, and effectively played the functions of the board of supervisors. The work of the board of supervisors in 2021 is reported as follows: I. work of the board of supervisors during the reporting period
On March 18, 2021, the company completed the general election of the board of supervisors after the deliberation and approval of the first extraordinary general meeting of shareholders in 2021. The Fifth Board of supervisors was jointly formed by three non employee representative supervisors, Mr. Geng Aiwu, Mr. Li jinrang, Mr. Ren Jianxin and two employee representative supervisors, Mr. Jiang Xintao and Mr. Cheng hang. At the first meeting of the Fifth Board of supervisors held on the same day, Mr. Geng Aiwu was elected as the chairman of the Fifth Board of supervisors.
(I) convening of the meeting
During the reporting period, the board of supervisors of the company held seven meetings, and the convening, convening and voting procedures of the meetings were in line with the provisions of the company law and other relevant laws and regulations and the articles of association. All previous meetings were presided over by the chairman of the board of supervisors, and all supervisors participated in each meeting in person. All the proposals of the meeting were reviewed and approved. The details of the meeting are as follows:
No. holding time: proposal considered and adopted at the session of the meeting
1. On March 2, 2021, the first of the fourth session of the board of supervisors, the proposal on the general election of the board of supervisors and the nomination of the candidate for the supervisor of the non working representative of the 15th session of the fifth session of the board of supervisors.
2. Proposal on the election of the chairman of the 5th board of supervisors of the company on March 18, 2021. One meeting
1. Proposal on the work report of the board of supervisors in 2020. The 2nd of the 5th board of supervisors: proposal on the company's 2020 annual report and its summary; 3. The second meeting on April 19, 2021 3. Proposal on the company's 2020 annual financial statement report; 4. Proposal on the company's profit distribution plan in 2020; 5. Notice on the company's self-evaluation report on internal control in 2020
Proposal;
6. Proposal on confirming the company's daily connected transactions in 2020 and the forecast of daily connected transactions in 2021;
7. Proposal on the change of accounting policies of the company;
8. Proposal on reappointment of the company's audit institution in 2021. 4. On April 28, 2021, the 1st of the 5th board of supervisors, the proposal on the company's report for the first quarter of 2021. Third meeting
5. On August 25, 2021, the 1st session of the 5th board of supervisors, the proposal of the 4th meeting on the company's 2021 semi annual report and its summary.
Proposal on the third quarter report of the company in 2021 of the 5th board of supervisors; 6. The fifth meeting on October 26, 2021. 2. On signing the contract for the project of Tongzhou Bay out of gauge equipment manufacturing base
Make a proposal for an agreement.
7. On November 26, 2021, the 1st of the 5th board of supervisors, the proposal on Amending the rules of procedure of the board of supervisors. Sixth meeting
(II) attendance at meetings as nonvoting delegates
During the reporting period, the members of the board of supervisors of the company attended all the meetings of the board of directors and the general meeting of shareholders held by the company. Supervisors participated in the study of important decisions and decisions of the company by attending the board meeting as nonvoting delegates, effectively supervised the convening, convening, voting procedures and voting results of the meeting, effectively supervised whether the decisions made were in line with national laws and regulations, the articles of association and the interests of shareholders, and effectively safeguarded the legitimate rights and interests of the company and all shareholders.
2、 Opinions of the board of supervisors on relevant matters in 2021
During the reporting period, the board of supervisors of the company earnestly performed the functions of the board of supervisors in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies, the articles of association and other relevant provisions, in order to effectively safeguard the interests of the company and the rights and interests of small and medium-sized investors, Carefully supervised and inspected the company's legal operation, financial status, acquisition and sale of assets, related party transactions, external guarantees, occupation of funds by related parties, internal control, etc. According to the inspection results, the following opinions are expressed on the relevant situation of the company during the reporting period:
(I) legal operation of the company
The board of directors, the board of supervisors and the board of directors held the general meeting of shareholders, and supervised the performance of the board of directors, the executive procedures of the board of directors and the executive personnel according to law.
Provisions of normative documents and articles of Association; The operation of the board of directors was standardized, the decision-making was reasonable and the procedure was legal, and the resolutions of the general meeting of shareholders were carefully implemented; The company has established a relatively perfect internal control system, and timely revised and improved various internal control systems according to the changes of laws and regulations and the actual situation of the company; The company's information disclosure is true, accurate, complete, timely and fair; When performing their duties, the directors and senior managers of the company do not violate laws and regulations, the articles of association or damage the interests of the company and shareholders.
(II) check the company's financial situation
During the reporting period, with the attitude of being responsible to all shareholders, the board of supervisors supervised and inspected the company's financial management and financial status, and carefully reviewed the quarterly, semi annual and annual financial reports.
The board of supervisors believes that the company's financial system is perfect, the system is sound, the financial operation is standardized and the financial condition is good; The company's regular reports truthfully, accurately and completely reflect the company's financial status, operating results and cash flow, and there are no false records, misleading statements or major omissions; The standard unqualified audit report issued by Dahua Certified Public Accountants (special general partnership) on the company's 2021 financial report can truly and objectively reflect the company's financial situation and operating results in 2021.
(III) acquisition and sale of assets of the company
During the reporting period, the company did not buy or sell assets.
The board of supervisors held that during the reporting period, the company did not have insider trading and damage to shareholders' rights and interests, nor did it violate laws and regulations and the provisions of the articles of association.
(IV) related party transactions of the company
In 2021, the daily related party transactions of the company and its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd. (hereinafter referred to as "Baoji Ningtai") within the expected scope are as follows:
Actual amount estimated amount actual amount accounted for the proportion of related party transactions related party transactions in similar business category (10000 yuan) (10000 yuan) (%)
BaoTi group has purchased from related parties
Limited company composite materials and other materials 447031100005.48%
Purchase titanium from related parties Baoji Titanium Industry shares
Purchased raw materials 8567401 Doushen(Beijing) Education&Technology Inc(300010) .51%
Materials Co., Ltd. zirconium, nickel and other materials
Subtotal / 130377123000/
In addition to the above estimated daily connected transactions, other connected transactions occurred during the reporting period are as follows:
1. Related party guarantee provided by the controlling shareholder BaoTi Group Co., Ltd. for the company's loan
After the deliberation and approval of the 15th meeting of the third board of directors held on December 8, 2016 and December 26, 2016 and the second extraordinary general meeting of shareholders in 2016, the controlling shareholder BaoTi Group Co., Ltd. (hereinafter referred to as "BaoTi group") plans to provide joint and several liability guarantee for the company to apply for a comprehensive credit line of no more than 500 million yuan from the bank.
In 2021, from 2020 to 2021, and the cumulative amount of related party guarantee provided by BaoTi group for the company's loan in 2021 is 7007647 million yuan, of which 300 million yuan of related party guarantee occurred in 2020 and continued to 2021, 24 million yuan of guarantee responsibility has been fulfilled, and 60 million yuan of guarantee responsibility has not been fulfilled; The related party guarantee of RMB 4007647 million is new in 2021, and the guarantee liability has not been fulfilled.
By the end of this year, the balance of related party guarantees provided by BaoTi group for the company's loans was 460764700 yuan, accounting for 72.71% of the company's audited net assets as of December 31, 2021.
2. The company purchases goods from the related party baose Technology (Shenzhen) Co., Ltd
On January 7, 2021, the company signed the purchase contract with the related party baose Technology (Shenzhen) Co., Ltd. (hereinafter referred to as "baose technology", with 19.90% equity held by the company). The company purchased a batch of titanium structural parts from baose technology, with a contract amount of RMB 1695700. The contract will be completed in September 2021.
3. Yixing International Environmental Protection Development Co., Ltd
In June 2020, the company participated in the bidding of three environmental protection equipment of Yixing International Environmental Protection City Technology Development Co., Ltd. (hereinafter referred to as "Yixing Environmental Protection City"). After comprehensive evaluation of Yixing Environmental Protection City, the company is determined as the supplier. The company signed the equipment contract with Yixing Environmental Protection City on June 5, 2020, with the contract amount of 3.2 million yuan. The company elected Mr. Zhou Chunsong, chairman and general manager of Yixing Environmental Protection City as the independent director of the company at the 16th meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2020 held on August 26, 2020 and September 15, 2020. According to the provisions of the GEM Listing Rules of Shenzhen Stock Exchange, Yixing Environmental Protection City is an affiliated legal person of the company, and the above transactions constitute connected transactions. The company has explained this matter in the 2020 annual report, and the contract will be completed in February 2021.
On April 25, 2021, the company signed the equipment processing contract with Yixing International Environmental Protection City Technology Development Co., Ltd. (hereinafter referred to as "Yixing Environmental Protection City"), with the contract amount of 80000 yuan. The contract was completed in the current month.
On May 10, 2021, the company signed the processing contract with Yixing Environmental Protection City. Yixing Environmental Protection City purchased a batch of gaskets from the company with a contract amount of 3400 yuan. The contract will be completed in November 2021.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the company's related party transaction management system, the contract amount of related party transactions between the above company and its related parties baose technology and Yixing Environmental Protection City did not meet the review and disclosure standards of the board of directors, and the company disclosed it in the 2021 annual report.
The board of supervisors held that during the reporting period, the approval procedures, voting procedures and information disclosure of the above related party transactions of the company were carried out in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association. The transaction price was based on the market fair price and followed the principles of openness, fairness and impartiality, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
(V) external guarantee and equity and asset replacement
The board of supervisors checked the external guarantee, equity and asset replacement of the company.
1. During the reporting period, the company did not provide external guarantees, nor did it 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. During the reporting period, the company did not have debt restructuring, non monetary transactions and asset replacement, nor did it have any other circumstances that damaged the interests of the company's shareholders or caused the loss of the company's assets.
