Review opinions of the board of supervisors on relevant matters in 2021
According to the guidelines on internal control of listed companies and the articles of association of Shenzhen Stock Exchange Nanjing Baose Co.Ltd(300402) (hereinafter referred to as "the company") the board of supervisors issued the following audit opinions on relevant matters in 2021:
1、 Audit opinions on the self-evaluation report of the company's internal control in 2021
After review, 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 company's 2021 internal control self-evaluation report comprehensively, truly and objectively reflects the construction and operation of the company's internal control system. The board of supervisors has no objection to the company's 2021 internal control self-evaluation report. 2、 Review opinions on the company's 2021 Annual Report
After carefully reviewing the company's 2021 annual report and relevant materials, the board of supervisors believes that the procedures for the preparation and review of the company's 2021 annual report 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. Dahua Certified Public Accountants (special general partnership) audited the financial report of the company in 2021 and issued a standard unqualified report.
3、 Review 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), and the remaining undistributed profits will be carried forward to subsequent years. After review, the board of supervisors believes 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, articles of association and other relevant provisions, and takes full account of the interests of all shareholders, Have legitimacy and 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. The board of supervisors approved the company's profit distribution plan for 2021.
4、 Audit opinions on confirming the company's daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
After checking the implementation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022, the board of supervisors believes that:
1. In 2021, the daily connected transactions between the company and its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd., the controlling shareholder BaoTi Group Co., Ltd. and the related party Baoji Titanium Industry Co.Ltd(600456) were to meet the needs of normal production and operation. The transaction price was determined through bidding or price comparison procurement procedures and followed 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.
5、 Review opinions on the framework agreement of the company's daily related party transactions
After review, the board of supervisors believes 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 standardize the continuous daily related party transactions between the company and its wholly-owned subsidiary Baoji Ningtai and the above related parties. 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's influence 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.
Therefore, we agree to renew the framework agreement on daily related party transactions between the company, BaoTi Group Co., Ltd. and Baoji Titanium Industry Co.Ltd(600456) Baoji Titanium Industry Co.Ltd(600456) .
6、 Audit opinions on the reappointment of the company's audit institution in 2022
After examination, 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.
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(there is no text below, which is only the signature page of Nanjing Baose Co.Ltd(300402) "review opinions of the board of supervisors on relevant matters in 2021") (signature of the supervisor:
Geng Aiwu, Li jinrang, Ren Jianxin
Jiang Xintao Cheng hang
March 30, 2022
