Securities code: Bear Electric Appliance Co.Ltd(002959) securities abbreviation: Bear Electric Appliance Co.Ltd(002959) Announcement No.: 2022026 Bear Electric Appliance Co.Ltd(002959)
Announcement of resolutions of the 13th meeting of the second board of supervisors
The company and all members of the board of supervisors 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 13th meeting of the second board of supervisors was held in the company’s conference room on April 7, 2022. The notice and meeting materials of the meeting of the board of supervisors were sent to all supervisors of the company by email on March 28, 2022. The meeting was held on site and presided over by Mr. Li Zhibin, chairman of the board of supervisors. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. 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 attending supervisors, the following proposals were considered and adopted at this meeting:
1、 Considered and adopted the full text and summary of the 2021 Annual Report
After review, the board of supervisors believes that the procedures for the preparation and review of the 2021 annual report of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
Voting results: 3 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 supervisors in 2021
See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 3、 Deliberated and adopted the financial final accounts report of 2021
After review, the board of supervisors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
4、 Reviewed and approved the profit distribution plan for 2021
After review, the board of supervisors believes that the profit distribution plan for 2021 complies with the relevant provisions of the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association. The board of supervisors approved the company’s profit distribution plan for 2021.
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 5、 Deliberated and adopted the report on self-evaluation of internal control in 2021
After review, the board of supervisors believes that the company has established a relatively sound internal control system in accordance with the requirements of the basic norms of enterprise internal control, combined with its own actual business situation and industry characteristics, and has been effectively implemented. The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the basic situation of the operation of the internal control system.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
After review, the board of supervisors believes that the special report on the deposit and use of raised funds in 2021 complies with the provisions of relevant format guidelines and truthfully reflects the actual deposit and use of raised funds of the company. Voting results: 3 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
After review, the board of supervisors believes that the reappointment of ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 complies with the relevant provisions of the company law, the securities law and the articles of association, and agrees to reappoint ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 8、 Deliberated and passed the proposal on using part of its own funds for cash management
After review, the board of supervisors believes that the company’s use of part of its own funds for cash management can improve the relevant provisions of the articles of association, and agrees to use part of its own funds for cash management. Voting results: 3 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 the prediction of daily connected transactions in 2022
After review, the board of supervisors believes that the expected events of this daily related party transaction meet the needs of the company’s daily operation and business development. The pricing of this related party transaction is based on the market price, follows the principles of objectivity, fairness and reasonableness, has no adverse impact on the company’s sustainable operation ability and independence, and the company’s main business will not rely on or be controlled by related parties due to such transactions, There is no situation that damages the legitimate rights and interests of the company and all shareholders, especially minority shareholders. The decision-making procedure for the board of directors to consider the expected matters of this daily connected transaction is legal and effective, and complies with the provisions of relevant laws and regulations and the articles of association. The board of supervisors agreed to the expected events of the company’s daily connected transactions.
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 10、 Deliberated and approved the remuneration plan for directors and supervisors in 2022
After review, the board of supervisors believes that the remuneration plan of the company’s directors and supervisors in 2022 is formulated according to the remuneration level of the company’s industry and the actual operation of the company, which is conducive to the steady development of the company. The decision-making procedure and determination basis of the remuneration scheme comply with the provisions of relevant laws and regulations and the articles of association, there is no infringement on the interests of shareholders, and can fully reflect the diligent and responsible performance of the above personnel.
Voting results: 2 in favor, 0 against and 0 abstention. Mr. Li Zhibin, the related supervisor, avoided voting, and this proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11、 Deliberated and passed the proposal on the provision for asset impairment in 2021
After review, the board of supervisors held that the company’s provision for credit impairment and asset impairment in accordance with the accounting standards for business enterprises and relevant regulations is in line with the actual situation of the company, and can more fairly reflect the company’s asset status after the provision. The decision-making procedure of the board of directors on this matter is legal and in line with the interests of the company’s shareholders, and agreed to the provision for credit impairment and asset impairment this time.
Voting results: 3 in favor, 0 against and 0 abstention.
12、 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
After review, the board of supervisors held that: in view of the company’s intention to terminate the implementation of the 2021 stock option and restricted stock incentive plan, a total of 716000 stock options of 123 incentive objects were cancelled; Repurchase and cancel 444000 restricted shares of 35 incentive objects.
The board of supervisors verified the list of incentive objects involved in the repurchase, and the list of objects to be cancelled of stock options and restricted shares is consistent with the objects whose registration of the first grant of stock options and Restricted Shares Incentive Plan in 2021.
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 relevant laws, regulations and normative documents, and there is no situation damaging the interests of the company and all shareholders. If the company continues to implement this equity incentive plan, it will be difficult to achieve the expected incentive purpose and incentive effect. The termination of this implementation is conducive to protecting the legitimate interests of the company and its employees, will not affect the stability of the company’s management team, will not affect the continuous operation of the company, and will not damage the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders. The deliberation procedures of the board of directors on the repurchase and cancellation of restricted shares comply with relevant regulations and are legal and effective. Therefore, the board of supervisors agreed to terminate the implementation of the 2021 stock option and restricted stock incentive plan and handle the cancellation of relevant stock options and the repurchase and cancellation of restricted shares.
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 13、 Deliberated and passed the proposal on adjusting the company’s plan for issuing convertible corporate bonds to unspecified objects
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against and 0 abstention.
14、 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. ）。
Voting results: 3 in favor, 0 against and 0 abstention.
15、 Deliberated and passed the proposal on issuing convertible corporate bonds to unspecified objects, diluting the immediate return and taking filling measures
See securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Bear Electric Appliance Co.Ltd(002959) board of supervisors
April 8, 2022
