Jiangsu Nanfang Bearing Co.Ltd(002553)
Jiangsu Nanfang Bearing Co.Ltd(002553)
Opinions on matters considered and related matters at the 11th meeting of the 5th board of supervisors
Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) the 11th meeting of the 5th board of supervisors was held in the company’s conference room on April 11, 2022. In accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and administrative regulations According to the provisions of departmental rules, normative documents and the articles of association, the opinions on the deliberations and related matters of the 11th meeting of the 5th board of supervisors are as follows:
(1) Legal operation of the company:
In accordance with the provisions of the company law and the articles of association, the board of supervisors of the company conscientiously performed its duties, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, and supervised the operation of the company in 2021. It is considered that during the reporting period, in accordance with the relevant national laws, regulations and the articles of association, the company established a relatively perfect internal control system, and the decision-making procedures comply with the relevant provisions; When performing their duties, the directors and other senior managers of the company do not violate laws, regulations, rules and the articles of association or damage the interests of the company and shareholders. (2) Check the financial status of the company
In 2021, the board of supervisors carefully examined and reviewed the company’s accounting statements and financial materials. The board of supervisors believed that the financial management and internal control system were sound, there were no major omissions and false records in accounting, and the company’s financial status and operating results were good. The financial report truly and objectively reflects the financial situation and operating results of the company in 2021.
(3) Actual investment of raised funds of the company
By the end of 2019, the raised funds have been used up and the special account for raised funds has been cancelled. During the reporting period, the company has no special account for raised funds.
(4) Major investments and asset sales of the company
In 2021, there was no major investment, acquisition or sale of assets, and no damage to shareholders’ rights and interests or loss of assets of the company were found.
Jiangsu Nanfang Bearing Co.Ltd(002553)
(5) Related party transactions of the company
In 2021, the company had daily connected transactions with Changzhou Taibo Jingchuang Machinery Co., Ltd., Changzhou Taibo Needle Roller Bearing Co., Ltd. and Changzhou KEMET CNC Technology Co., Ltd., with a total amount of 1.6389 million yuan. The board of supervisors believes that the related party transactions between the company and related parties are carried out in accordance with the principle of “fairness, voluntariness and mutual benefit”, which is a market-oriented choice for the company to operate normally and improve economic benefits, and the transaction amount is very small, and the decision-making procedure is legal and effective; The transaction price is determined according to the market price, and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders.
(6) Opinions on self-evaluation of the company’s internal control
The board of supervisors reviewed the evaluation report on the company’s internal control in 2021 and the construction and operation of the company’s internal control system submitted by the board of directors. The board of supervisors believed that the company had established a relatively perfect internal control system and could be effectively implemented. The company’s internal control evaluation report truly and objectively reflects the actual situation of the company’s internal control system.
(7) External guarantee
In 2021, there was no external guarantee and no behavior damaging the interests of the company and shareholders, especially minority shareholders.
(8) Information disclosure management
During the reporting period, the board of supervisors checked the information disclosure of the company, and the information disclosure of the company complied with the relevant provisions of laws and regulations such as the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. The company’s information disclosure is true, accurate, timely and complete, which can effectively protect the right to know of investors, especially small and medium-sized shareholders. (9) Review of the establishment and implementation of insider information management system by the company.
In 2021, the board of supervisors strictly supervised and reviewed the establishment and implementation of the company’s insider management system. The board of supervisors believed that the company had improved the insider registration and management system in accordance with the provisions of the CSRC announcement [2011] No. 30 and the Jiangsu regulatory bureau’s szjggz [2011] No. 591 document. The Secretary of the board of directors was seriously responsible for the insider information management, timely, complete The registration and management of insider information has been accurately completed, and the registration and filing materials and files of insider information have been kept uniformly. The board of supervisors will continue to strictly supervise the implementation of the system, improve the standard operation level of the company and effectively maintain the system
Jiangsu Nanfang Bearing Co.Ltd(002553)
The interests of minority shareholders. The board of supervisors of the company attaches great importance to the implementation of the registration and management system for insiders and strictly prevents the disclosure of insider information.
Jiangsu Nanfang Bearing Co.Ltd(002553)
(there is no text on this page, which is the signature page of Jiangsu Nanfang Bearing Co.Ltd(002553) board of supervisors’ opinions on the deliberation and related matters of the 11th meeting of the 5th session) signature of supervisors:
Yang Wenjin, Zhu Chen, Zhou Xiaoyan
Jiangsu Nanfang Bearing Co.Ltd(002553) board of supervisors
April 11, 2002
