Bear Electric Appliance Co.Ltd(002959) independent director
Independent opinions on matters related to the 14th meeting of the second board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, as independent directors of Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as the “company”), we express the following independent opinions on the relevant proposals in the 14th meeting of the second board of directors of the company:
1、 Special instructions and independent opinions on the company’s funds occupied by the company’s controlling shareholders and other related parties and the company’s external guarantee
In accordance with the requirements of relevant laws and regulations such as the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) announcement [2022] No. 26 “guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies”, we have carefully checked the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantees in 2021, and the results are as follows:
1. During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties. 2. As of December 31, 2021, the external guarantee balance of the company and the holding company was 2057546 million yuan, accounting for 9.95% of the latest audited net assets of the company, which were all guarantees provided to the holding company. The company has established a sound external guarantee risk control system. The financial risk is within the scope of the company’s control and will not damage the interests of the company. There is no obvious sign that the company may bear the guarantee liability due to the default of the guaranteed party’s debt. The company’s external guarantee decision-making and internal control procedures have been effectively implemented.
2、 Independent opinion on self evaluation report on internal control in 2021
The company has established a relatively perfect internal control system. All internal control systems comply with relevant laws and regulations, regulatory requirements and the provisions of the articles of association, and can meet the needs of the actual production and operation situation of the company. The operation of the internal control system has played an effective role in controlling all aspects and links of internal governance. We believe that the self-evaluation report on internal control of the company in 2021 comprehensively, objectively and truly reflects the implementation and effect of the company’s internal control system.
3、 Independent opinions on 2021 profit distribution plan
The company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the CSRC, conforms to the current actual situation of the company, is conducive to the sustainable, stable and healthy development of the company, and does not damage the interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we agree with the profit distribution plan and agree to submit the profit distribution plan to the general meeting of shareholders of the company for deliberation.
4、 The independent opinion on the special report on the storage and use of raised funds in 2021 the special report on the storage and use of raised funds in 2021 truthfully reflects the actual storage and use of the company’s raised funds in 2021, complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management and use of raised funds of listed companies, and there is no illegal use of raised funds, Nor does it change the purpose of the raised funds in a disguised form and damage the interests of shareholders.
5、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
ShineWing Certified Public Accountants (special general partnership) has an experienced practicing team, and the auditors have good professional standards and comprehensive quality. The audit report issued by ShineWing certified public accountants can objectively and truly reflect the company’s financial situation and operating results. We agree that the company will continue to employ ShineWing Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 6、 Independent opinions on the proposal on using part of its own funds for cash management
The company uses part of its own funds for cash management on the premise of ensuring the normal operation and capital safety of the company, which will not affect the daily production and operation of the company. Through timely and appropriate cash management of some of its own funds, it is conducive to further improve the overall performance level of the company and safeguard the interests of the company and shareholders. Therefore, we agree that the company uses part of its own funds for cash management, and agree to submit the matter to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on the prediction of daily connected transactions in 2022
The company’s daily related party transaction plan for 2022 is made according to the actual situation of the company’s daily production and operation. The transaction reasons are reasonable and sufficient, and the pricing principles and methods of related party transactions are appropriate and fair. When the board of directors considered this transaction, the related directors have avoided voting, and their decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association. This connected transaction does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, we agree to the expected events of the company’s daily connected transactions.
8、 Independent opinions on the remuneration plan for directors and supervisors in 2022
The company’s remuneration plan for directors and supervisors in 2022 comprehensively considers the actual situation of the company and the development level of the industry and region, which is conducive to the long-term development of the company, complies with the provisions of the articles of association, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, we agree to the remuneration plan and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the remuneration scheme for senior managers in 2022
The remuneration plan for senior managers in 2022 comprehensively considers the actual situation of the company and the development level of the industry and region, which is conducive to mobilizing the work enthusiasm of senior managers and the long-term development of the company. It is in line with the provisions of the articles of association and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, we agree to the compensation scheme.
10、 Independent opinions on the proposal on the provision for asset impairment in 2021
The provision for asset impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. Based on the principle of prudence, the basis is sufficient, in line with the actual situation of the company, and fairly reflects the financial status and operating results of the company as of December 31, 2021. Therefore, we agree to withdraw the provision for asset impairment this time. 11、 Independent opinions on the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares
The company’s termination of the 2021 stock option and restricted stock incentive plan and the cancellation of stock options and the repurchase and cancellation of restricted shares comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, will not affect the diligence of the company’s management team, and will not have a significant impact on the company’s daily operation and future development, There is no situation that damages the interests of the company and all shareholders.
Therefore, we agree to terminate the implementation of 2021 stock option and restricted stock incentive plan and handle the cancellation of relevant stock options and the repurchase and cancellation of restricted shares, and agree to submit it to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on adjusting the company’s issuance of convertible corporate bonds to unspecified objects
Verified:
1. According to the regulatory requirements of the CSRC, the company’s plan for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “plan for issuing convertible bonds”) the amount of financial investment newly invested or proposed to be invested from six months before the resolution date of the board of directors to the plan for issuing convertible bonds shall be deducted from the total amount of funds raised. Therefore, the company adjusts the plan for issuing convertible bonds and the proposals related to the plan for issuing convertible bonds, Comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the answers to some questions about refinancing business, and comply with the company’s long-term strategy and shareholders’ interests.
2. According to the adjustment of the plan for the issuance of convertible bonds, the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects shall be adjusted accordingly. The adjusted feasibility analysis report on the use of raised funds comprehensively considers the company’s industry and development stage, financing planning, financial status and other conditions, and fully demonstrates the necessity and feasibility of the issuance, which is conducive to investors’ comprehensive understanding of the issuance of convertible corporate bonds to unspecified objects.
Therefore, we do not agree to adjust the specific issues of convertible bonds issued by the company to the above. 13、 Independent opinions on the company’s issuance of convertible corporate bonds to unspecified objects, diluted immediate return, filling measures and relevant commitments
After verification, the immediate return and filling measures adjusted by the board of directors of the company are feasible, which is conducive to stabilizing and improving the business scale and efficiency of the company; At the same time, the controlling shareholders, actual controllers, directors and senior managers issued a commitment to ensure that the filling return measures can be effectively implemented, effectively protecting the interests of all shareholders. We agree to the above motion.
(no text below)
(there is no text on this page, which is the signature page of Bear Electric Appliance Co.Ltd(002959) independent director’s independent opinions on matters related to the 14th meeting of the second board of directors of the company) (signature): Yang Bin
April 7, 2022 (there is no text on this page, which is the signature page of Bear Electric Appliance Co.Ltd(002959) independent directors’ independent opinions on matters related to the 14th meeting of the second board of directors of the company) (signature): Guo Ying
April 7, 2022 (there is no text on this page, which is the signature page of Bear Electric Appliance Co.Ltd(002959) independent directors’ independent opinions on matters related to the 14th meeting of the second board of directors of the company) (signature): Luo Wei
April 7, 2022
