Bear Electric Appliance Co.Ltd(002959)
Work report of the board of directors in 2021
In 2021, the board of directors of Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as “the company”) strictly followed the provisions and requirements of relevant laws and regulations and the company’s internal system, standardized operation, prudent and scientific decision-making, faithfully and diligently exercised its functions and powers, earnestly implemented the resolutions of the general meeting of shareholders, and effectively ensured the sustainable, stable and healthy development of the company. The work of the board of directors in 2021 is reported as follows:
1、 Main business indicators of the company
In 2021, the company achieved a total operating income of 36063403 million yuan, a year-on-year decrease of 1.46%; The net profit attributable to shareholders of listed companies was 283398900 yuan, a year-on-year decrease of 33.81%.
2、 Daily performance of the board of directors in 2021
(I) daily work of the board of directors
In 2021, the board of directors of the company held 7 meetings of the board of directors. The meetings are as follows:
1. The fourth meeting of the second board of directors of the company was held in the company’s conference room on March 25, 2021. The meeting deliberated and adopted four proposals, including the proposal on the company’s stock option and restricted stock incentive plan in 2021 (Draft) and its summary.
2. The fifth meeting of the second board of directors of the company was held in the conference room of the company on April 28, 2021, and 21 proposals including the full text and summary of 2020 annual report were considered and adopted.
3. The sixth meeting of the second board of directors of the company was held in the company’s conference room on May 21, 2021. Two proposals including the proposal on granting stock options and restricted shares to incentive objects for the first time were considered and adopted. 4. The seventh meeting of the second board of directors of the company was held in the company’s conference room on July 30, 2021. 14 proposals including the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects were considered and adopted.
5. The eighth meeting of the second board of directors of the company was held in the conference room of the company on August 25, 2021. Two proposals including the full text and summary of the 2021 semi annual report were considered and adopted.
6. The ninth meeting of the second board of directors of the company was held in the conference room of the company on October 26, 2021, and two proposals including the third quarter report of 2021 were considered and adopted.
7. The 10th meeting of the second board of directors of the company was held in the company’s conference room on December 28, 2021, and 10 proposals including the proposal on adjusting the company’s plan for issuing convertible corporate bonds to unspecified objects were considered and adopted.
(II) convening of general meeting of shareholders and implementation of resolutions
During the reporting period, the board of directors of the company convened three general meetings of shareholders. The details are as follows:
1. On April 16, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved two proposals, including the proposal on the company’s stock option and restricted stock incentive plan in 2021 (Draft) and its summary
2. On May 21, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and adopted 12 proposals such as the full text and summary of the 2020 annual report.
3. On August 16, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted 12 proposals including the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects.
In 2021, the board of directors of the company carefully implemented the resolutions of the general meeting of shareholders in strict accordance with the requirements of laws and regulations, successfully implemented the profit distribution in 2020, completed the appointment of audit institutions in 2021, and smoothly promoted the work related to the issuance of convertible corporate bonds to unspecified objects.
3、 Performance of each special committee of the board of directors
1. Performance of audit committee
During the reporting period, the audit committee of the board of directors of the company held three meetings to review and verify the regular reports prepared by the company, the internal control evaluation report, the summary report of internal audit work and other relevant reports submitted by the audit department, and summarize and analyze the work of the audit committee in the previous year. At the same time, regularly understand the operation of each business entity, timely form verification opinions and submit them to the board of directors of the company for review. During the preparation of the annual report, the audit committee of the board of directors of the company performed its duties diligently, did a good job in various coordination work in the audit process, summarized and evaluated the audit work of accountants, and actively played the role of audit and supervision.
2. Performance of remuneration and assessment committee
The salary and assessment committee is mainly responsible for formulating salary plans and schemes according to the nature, responsibilities and importance of the work of directors and senior managers of the company and the salary level of relevant positions in other relevant enterprises, and supervising the implementation of the company’s salary system. In 2021, the remuneration and assessment committee of the company drew up the remuneration scheme for the directors and senior managers of the company and submitted it to the board of directors for deliberation.
3. Performance of the strategy committee
The strategy committee is mainly responsible for studying and making suggestions on the company’s long-term development strategic plan, and studying and making suggestions on major investment and financing schemes, major capital operation and asset management projects that must be approved by the board of directors according to the articles of association. In 2021, the company’s Strategy Committee actively formulated the company’s development strategy and defined the company’s development direction.
4. Performance of the nomination committee
The nomination committee is mainly responsible for making recommendations to the board of directors on the size and composition of the board of directors according to the company’s operation, asset scale and ownership structure, studying the selection criteria and procedures of directors and senior managers, and making recommendations to the board of directors. In 2021, the company’s nomination committee actively sought suitable candidates for directors and senior managers, reviewed and made suggestions on candidates for directors and senior managers.
4、 Work plan of the board of directors in 2022
1. In 2022, the board of directors of the company will continue to uphold the principle of being responsible to the shareholders of the company, strive to complete various business indicators in 2022 according to quality and quantity, and maximize the interests of shareholders and the company. The company will strengthen the optimal allocation of internal resources, make full use of the brand effect, and develop and occupy more market resources and shares. The company will realize self innovation through management innovation, business model innovation and technological innovation.
2. In terms of the daily work of the board of directors, the board of directors will carefully carry out the deliberation of important matters, information disclosure and investor relations management of the company in strict accordance with the requirements of relevant laws and regulations, organize the implementation of various resolutions of the general meeting of shareholders, make scientific, reasonable and efficient decisions within the scope authorized by the general meeting of shareholders, and guide the enterprise to further strengthen internal control while steadily developing the operation of the company, Improve the corporate governance structure, effectively and timely guide and inspect the work of the management, fully support the work of the company, and promote the standardized operation of the company to a higher level.
3. In terms of internal control construction, the board of directors of the company will continue to strengthen internal control management, further improve the construction of internal control system, optimize the company’s business process, strengthen the implementation of internal control management system, promote and improve the company’s operation and management level and management efficiency, and enhance the enterprise’s risk prevention ability.
Bear Electric Appliance Co.Ltd(002959)
Board of directors
April 8, 2022
