Securities code: Nanjing Baose Co.Ltd(300402) securities abbreviation: Nanjing Baose Co.Ltd(300402) Announcement No.: 2022007 Nanjing Baose Co.Ltd(300402)
Announcement on resolutions of the 7th Meeting of the 5th board of supervisors
The company and all members of the board of supervisors 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 supervisors 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 supervisors of the company by e-mail on March 19, 2022.
Five supervisors should attend the meeting and five actually attended the meeting. The meeting is legal and valid in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. The meeting was convened and presided over by Mr. Geng Aiwu, chairman of the board of supervisors. After voting by all supervisors present, the resolution of the meeting is as follows:
1、 Deliberated and passed the proposal on the work report of the board of supervisors in 2021
For details, please refer to the work report of the board of supervisors in 2021 published on cninfo, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 5 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.
2、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After deliberation, the board of supervisors believes that the procedures for the preparation and review of the 2021 annual report and its summary by the board of directors comply with laws, administrative regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflect the actual situation of the company in 2021, and there are no false records, misleading statements or major omissions.
For details, please refer to the 2021 annual report and 2021 annual report summary published on cninfo, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 5 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.
3、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report
After deliberation, the board of supervisors held that the company’s 2021 financial statement objectively, truly and accurately reflected the company’s financial situation, operating results and cash flow 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: 5 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、 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.
After deliberation, the board of supervisors held that 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, takes full account of the interests of all shareholders, and has legitimacy Compliance. 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.
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.
Voting results: 5 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 self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
The board of supervisors believes that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s production and operation management, can be effectively implemented, plays a good role in risk prevention and control in all links of the company’s operation and management, ensures the orderly and effective development of the company’s business activities, and ensures the authenticity, legitimacy and integrity of the company’s accounting data, It has protected the safety and integrity of the company’s assets and safeguarded the interests of the company and its shareholders. The report truly and objectively reflects the construction and operation of the company’s internal control system.
The specific contents of the information disclosure report of the CSRC published on the website designated by the CSRC on the same day in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
6、 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) .
After review, the board of supervisors believes that:
1. The daily related party transactions between the company and its wholly-owned subsidiary Baoji Ningtai and related parties in 2021 are to meet the needs of normal production and operation. The transaction price is determined through bidding or price comparison procurement procedures and follows the market pricing principle; The fact that there is a certain difference between the actual and expected daily connected transactions in 2021 is a normal business behavior, and the explanation of the board of directors on the difference is in line with the actual situation; The above daily connected transactions account for a small proportion in similar transactions, which will not affect the independence of the company or rely on connected 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. The above approval procedures and voting procedures for related party transactions comply with the relevant laws, regulations, normative documents such as the company law and the securities law, as well as the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
For details, see the announcement on confirming the 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.
Voting results: 5 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.
7、 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 related party transactions between the company and its subsidiary Baoji Ningtai new materials Co., Ltd. and related parties, in accordance with the Shenzhen Stock Exchange gem stock listing rules, the articles of association and other relevant provisions, the company agrees to cooperate with BaoTi Group Co., Ltd Baoji Titanium Industry Co.Ltd(600456) renewed framework agreement on daily related party transactions “material supply agreement”, which is valid for three years.
After review, the board of supervisors believes that:
1. The framework agreement on daily related party transactions (material supply agreement) signed by the company with the controlling shareholder BaoTi Group Co., Ltd. and its holding subsidiary Baoji Titanium Industry Co.Ltd(600456) is to meet the needs of normal production and operation. The above agreement complies with relevant laws and regulations and the relevant provisions of 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 minority 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. The voting procedures of the board of directors in considering the above proposals comply with relevant laws, regulations, normative documents and the articles of association, which are legal and effective.
For details, please refer to the announcement on the framework agreement on daily connected transactions published on cninfo, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 5 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、 The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
The board of supervisors believes that Dahua certified public accountants 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 followed the professional standards of independence, objectivity and impartiality and provided better audit services for the company. The report issued by Dahua certified public accountants can objectively and truly reflect the actual situation, financial status and operating results of the company, fulfill the responsibilities of the audit institution and safeguard the legitimate rights and interests of the company and shareholders from a professional perspective.
In order to ensure the stability and continuity of the company’s audit work, we agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
For details, see the announcement on renewing the appointment of accounting firms published on cninfo, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 5 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.
It is hereby announced.
Nanjing Baose Co.Ltd(300402) board of supervisors April 1, 2022
