Nanjing Baose Co.Ltd(300402) independent director
Prior approval opinions on matters related to the seventh meeting of the Fifth Board of directors
As an independent director of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”), after carefully reviewing the relevant materials of the seventh meeting of the Fifth Board of directors of the company, in accordance with the relevant provisions of normative documents such as the rules for independent directors of listed companies, the standards for the governance of listed companies, the self regulatory guidelines for GEM listed companies No. 2 of Shenzhen Stock Exchange – standardized operation of GEM listed companies, etc, Give the following prior approval opinions:
1、 Prior approval opinions on confirming the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
After carefully reviewing the proposal on confirming the daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 submitted by the board of directors in advance, we believe that:
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.
Therefore, we agree with the company’s daily related party transactions in 2021 and the expected matters of daily related party transactions in 2022, and agree to submit the proposal to the seventh meeting of the Fifth Board of directors for deliberation, and the related directors need to avoid voting. 2、 Prior approval opinions on the framework agreement of the company’s daily related party transactions
After carefully reviewing the proposal on the framework agreement on the company’s daily related party transactions submitted by the board of directors in advance, we believe that:
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. Therefore, we agree to renew the daily related party transaction framework agreement between the company and the above related parties, and agree to submit the proposal to the seventh meeting of the Fifth Board of directors for deliberation, and the related directors need to avoid voting.
3、 Prior approval opinions on the renewal of the company’s audit institution in 2022
After careful review of the proposal on the renewal of the company’s audit institution in 2022 submitted by the board of directors in advance, we believe that Dahua Certified Public Accountants (special general partnership) has the qualification for securities and futures related businesses and 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, and the audit reports and other reports issued for the company could objectively and fairly reflect the actual situation, financial status and operating results of the company. We agree to continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the proposal to the seventh meeting of the Fifth Board of directors for deliberation.
(there is no text below, which is only the signature page of Nanjing Baose Co.Ltd(300402) independent directors’ prior approval opinions on matters related to the seventh meeting of the Fifth Board of directors) independent directors:
Jiang Jianhua, Zhou Chunsong, Yang Xiuyun
March 29, 2022
