Baoding Lucky Innovative Materials Co.Ltd(300446) meeting documents of the board of supervisors
Baoding Lucky Innovative Materials Co.Ltd(300446)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "the company") was responsible to the shareholders and the company in accordance with the company law, the securities law and the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) In accordance with the provisions of laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association and the rules of procedure of the board of supervisors of the company, conscientiously perform the functions and powers conferred by relevant laws and regulations, actively and effectively carry out work, and have a good understanding of the company's legal operation, financial situation, related party transactions, performance of duties of directors and senior managers Effectively supervised the decision-making procedures and compliance of major matters of the company, and safeguarded the rights and interests of the company and all shareholders. The work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
The board of supervisors held four meetings in 2021, and the organization, convening and voting of the meeting were in line with the provisions of the company law and the articles of association. All the supervisors of the company attended the meetings, and all the proposals of the meeting were deliberated and passed. The details of the meeting are as follows:
Meeting time and proposal
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on the report on the deposit and use of raised funds in 2020 3. Proposal on the self-evaluation report on internal control in 2020
4. Proposal on using idle self owned funds for cash management
5. Proposal on using idle raised funds for cash management
6. Proposal on the company's 2020 financial final accounts report
On April 23, 2021, the 4th board of supervisors 7. Proposal on the daily related party transactions in 2020 and the forecast of the sixth meeting of daily related party transactions in 2021
8. Proposal on the company's 2020 profit distribution plan
9. Proposal on the full text and summary of 2020 Annual Report
10. Proposal on the full text of the company's report for the first quarter of 2021
11. Proposal on adjusting the implementation progress of some investment projects with raised funds 12. Proposal on the company's intention to sign financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd
1. Proposal on the full text and summary of the company's 2021 semi annual report; 2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021 to the Fourth Board of supervisors on August 20, 2021;
The 7th meeting 3. Proposal on renewing the appointment of audit institutions in 2021;
4. Proposal on increasing the forecast of daily connected transactions in 2021;
5. Proposal on changes in accounting policies.
Baoding Lucky Innovative Materials Co.Ltd(300446) meeting documents of the board of supervisors
On October 25, 2021, the 4th board of supervisors 1. Proposal on the full text of the company's report for the third quarter of 2021.
Eighth meeting
The 9th meeting of the 4th board of supervisors on December 3, 2021
2、 Supervisory opinions of the board of supervisors on relevant matters in 2021
During the reporting period, in accordance with the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the articles of association and other relevant provisions, the board of supervisors of the company earnestly performed the functions of the board of supervisors in order to effectively safeguard the interests of the company and the rights and interests of small and medium-sized investors, and carried out the legal operation, financial status, fund-raising, acquisition, sale of assets, related party transactions After careful deliberation, it is agreed that:
(I) legal operation of the company
During the reporting period, the company's supervisors attended all the meetings of the board of directors and shareholders as nonvoting delegates, and conducted a thorough investigation on the convening procedures, resolutions, decision-making procedures, implementation of the resolutions of the board of directors and shareholders' meeting in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions The directors and senior managers of the company have effectively supervised the performance of their duties and the company's internal control system. The board of supervisors held that the operation of the board of directors of the company in 2021 was standardized and the decision-making procedures were legal, and all resolutions were carefully implemented in accordance with the resolutions of the general meeting of shareholders. The company has established a relatively perfect internal control system. The management of the company operates in accordance with the law and operates in a standardized manner. The directors and senior managers of the company strictly abide by their duties when performing their duties and exercising their functions and powers, and take safeguarding the interests of the company's shareholders as the starting point. There are no violations of laws, regulations, normative documents and the articles of association, as well as acts damaging the interests of the company and shareholders.
(II) check the company's financial situation
During the reporting period, the board of supervisors of the company, through careful inspection of the company's financial situation, access to the company's data and on-site inspection, believed that the company's financial system was relatively sound, the operation was standardized, in good condition, and there were no major omissions and false records. Grant Thornton Certified Public Accountants (special general partnership) audited the company's 2021 financial report and issued a standard unqualified audit report, which truly and objectively reflected the company's financial status and operating results, and found no violation of professional ethics.
(III) deposit and use of raised funds
During the reporting period, the board of supervisors inspected the use of the company's raised funds and held that in 2021, in terms of the storage and management of the raised funds, the company strictly followed the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and the guidelines for the self-discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - Chuang Chuang Chuang
Baoding Lucky Innovative Materials Co.Ltd(300446) meeting documents of the board of supervisors
During the reporting period, the company used a total of 575264 million yuan of raised funds to invest in raised investment projects, and there was no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
(IV) related party transactions of the company
The sixth meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on daily connected transactions in 2020 and the forecast of daily connected transactions in 2021, and the seventh meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on increasing the forecast of daily connected transactions in 2021. After careful review, the board of supervisors held that:
(1) The related party transactions between the company and related parties are necessary to meet the normal production and operation. The transaction price is based on the market pricing, does not violate the principles of openness, fairness and impartiality, complies with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company on the management of related party transactions, and does not damage the interests of the company and minority shareholders.
(2) This part of the transaction has no impact on the independence of the company, and the main business of the company will not rely on or be controlled by related parties due to this kind of transaction.
(3) When the board of directors deliberated the proposal on the daily connected transactions in 2020 and the forecast of daily connected transactions in 2021 and the proposal on increasing the forecast of daily connected transactions in 2021, the connected directors avoided voting, and the deliberation procedures were in line with the company law, the securities law and other relevant laws and regulations as well as the relevant provisions of the articles of association.
(V) external guarantee and fund occupation of related parties
The board of supervisors inspected the company's external guarantee and the occupation of funds by related parties, and found that during the reporting period, the company had no external guarantee business, and there were no external guarantees that occurred in the previous period but continued to the reporting period. During the reporting period, there was no occupation of funds by related parties, no other damage to the interests of shareholders or loss of assets of the company.
(VI) opinions on the self-evaluation report of internal control
According to the self-evaluation report on internal control of the company in 2021, the board of supervisors believes that the company has established a relatively perfect corporate governance structure, internal control system and internal control environment for standardized operation; The establishment of the company's internal control system has played a good role in risk prevention and control of all links of the company's operation and management, ensured the legality, compliance and asset safety of operation and management, and ensured the authenticity, accuracy and accuracy of financial reports and relevant information
Baoding Lucky Innovative Materials Co.Ltd(300446) meeting documents of the board of supervisors
Integrity, improve the operation efficiency and effect, and promote the steady realization of the company's development strategy.
(VII) establishment and implementation of insider information management system by the company
During the reporting period, according to the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company implemented the registration management of insiders in strict accordance with the registration system of insiders formulated by the company, and required relevant insiders to register and file during the sensitive periods such as the announcement of major events, performance forecast and regular reports issued by the company. During the reporting period, the company did not use insider information to illegally buy and sell stocks. 3、 Work prospect of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to perform its duties in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other laws and regulations, as well as the articles of association, rules of procedure of the board of supervisors and other normative documents, and attend the general meetings of directors, shareholders and relevant meetings of the company as nonvoting delegates according to law, Timely grasp the legitimacy of the company's major decision-making matters and supervise various decision-making procedures, carry out supervision activities for the company's operation and investment activities, so as to effectively safeguard and protect the interests of the company and shareholders, diligently perform supervision duties, do their own work, and further promote the standardized operation of the company.
Baoding Lucky Innovative Materials Co.Ltd(300446) board of supervisors April 15, 2022
