Securities code: Bear Electric Appliance Co.Ltd(002959) securities abbreviation: Bear Electric Appliance Co.Ltd(002959) Announcement No.: 2022025 Bear Electric Appliance Co.Ltd(002959)
Announcement of resolutions of the 14th meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as “the company”) the 14th meeting of the second board of directors was held in the conference room of the company on April 7, 2022. The notice and meeting materials of the board meeting were sent to all directors of the company by email on March 28, 2022. The meeting was held in the form of on-site plus communication meeting, which was presided over by Mr. Li Yifeng, chairman of the board. Five directors should attend the meeting, five actually attended the meeting, and all supervisors and senior managers attended the meeting as nonvoting delegates. The convening and holding of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
The meeting was voted in writing. After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
1、 Considered and adopted the full text and summary of the 2021 Annual Report
See cninfo.com for the full text of the 2021 annual report（ http://www.cn.info.com.cn. ）；
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for the summary of 2021 annual report（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 2、 Deliberated and adopted the work report of the board of directors in 2021
The independent directors of the company submitted the 2021 report on the work of independent directors to the board of directors and will report on their work at the general meeting of shareholders.
The work report of the board of directors in 2021 and the work report of independent directors are detailed in cninfo.com（ http://www.cn.info.com.cn. )。
Voting results: 5 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Review and approve the 2021 general manager’s work report
There were no affirmative votes and 5 abstentions.
4、 Deliberated and adopted the financial final accounts report of 2021
See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 5、 Reviewed and approved the profit distribution plan for 2021
Audited by ShineWing Certified Public Accountants (special general partnership), in 2021, the parent company realized a net profit of 26651211087 yuan, withdrew 22200000 yuan of legal surplus reserve, subtracted 18773280000 yuan of dividend distribution in 2020 and 67894325494 yuan of undistributed profit at the beginning of the year, and the profit available for distribution to shareholders at the end of 2021 was 75750056581 yuan.
In order to enable shareholders to share the results of the company’s operation and development, according to the realization of the company’s profits and the needs of operation and development, the company’s plan for profit distribution and conversion of capital reserve into share capital in 2021 is: take the company’s existing total share capital of 1564440000 shares as the base, distribute discovery bonus of 6 yuan (including tax) for every 10 shares to all shareholders, and distribute cash dividend of 9386640000 yuan in total, After this dividend distribution, the undistributed profit balance of the parent company is 66363416581 yuan, which is carried forward to be distributed in subsequent years; No bonus shares will be given this year, and no accumulation fund will be converted into share capital. The above scheme complies with the company law, the articles of association and other relevant provisions. If the total share capital of the company changes from the publication of the distribution plan to the implementation, it shall be implemented based on the changed share capital, and the above distribution proportion shall remain unchanged. Voting results: 5 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 6、 Deliberated and adopted the report on self-evaluation of internal control in 2021
The independent directors of the company have expressed independent opinions on this matter, and the sponsor Dongguan Securities Co., Ltd. has expressed verification opinions on this matter. See cninfo.com for details of the 2021 internal control self evaluation report, the opinions of independent directors and the verification opinions of the sponsor（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
7、 The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
The independent directors of the company have expressed independent opinions on this matter, and the sponsor Dongguan Securities Co., Ltd. has expressed verification opinions on this matter. See cninfo.com for the specific contents of the opinions of independent directors and the verification opinions of the sponsor（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
8、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 9、 Deliberated and passed the proposal on using part of its own funds for cash management
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this matter. See http://www.cninfo.com.cn for details of the opinions of independent directors（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
10、 Deliberated and passed the proposal on applying for credit line from banks in 2022
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
11、 Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
See http / / www.cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 4 in favor, 0 against and 0 abstention. Mr. Li Yifeng, a related director, avoided voting. 12、 Deliberated and passed the proposal on the amount of external guarantee in 2022
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
13、 Deliberated and approved the remuneration plan for directors and supervisors in 2022
After the study of the remuneration and assessment committee of the board of directors of the company, the remuneration of non independent directors and employee representative supervisors of the company is formulated. The specific scheme is as follows:
Serial number name position annual salary (before tax) / 10000 yuan
1 Chairman and general manager Li Yifeng 180
2 director and deputy general manager of Ouyang Guirong 150
3 li Zhibin, chairman of the board of supervisors and employee representative supervisor 60
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against and 0 abstention. Mr. Li Yifeng and Ms. Ouyang Guirong, affiliated directors, withdrew from the vote. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
14、 Review and approve the 2022 senior management compensation plan
After the study of the remuneration and assessment committee of the board of directors of the company, the remuneration of senior managers of the company (excluding senior managers who concurrently serve as directors) is drawn up. The specific scheme is as follows:
Serial number name position annual salary (before tax) / 10000 yuan
1 Liu Kui, deputy general manager and Secretary of the board of directors 80
2 Zou Yonghui CFO 60
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
15、 Deliberated and passed 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.
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
16、 Deliberated and passed the proposal on terminating the implementation of 2021 stock option and restricted stock incentive plan and cancellation of options and repurchase and cancellation of restricted shares
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 4 in favor, 0 against and 0 abstention. Ouyang Guirong, a related director, avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
17、 Deliberated and passed the proposal on adjusting the company’s plan for issuing convertible corporate bonds to unspecified objects
According to the relevant regulatory requirements of China Securities Regulatory Commission, 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 adjusted the plan for issuing convertible bonds.
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
18、 Deliberated and passed the proposal on adjusting the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
19、 Deliberated and passed the proposal on issuing convertible corporate bonds to unspecified objects, diluting the immediate return and taking filling measures
See securities times and China Securities Journal for details
