Dongguan Securities Co., Ltd
About Bear Electric Appliance Co.Ltd(002959)
Continuous supervision and regular on-site inspection report
Name of Sponsor: Dongguan Securities Co., Ltd. abbreviation of the sponsored company: Bear Electric Appliance Co.Ltd(002959)
Name of sponsor representative: Yang Na Tel: 0769-22113782
Name of sponsor representative: Yao Genfa Tel: 0769-22113782
Names of on-site inspectors: Yao Genfa, Wen bin, Qian Xiaoxiao
Corresponding period of on-site inspection: October 2020 to November 2021
On site inspection time: December 27, 2021 to December 30, 2021
1、 On site inspection items and opinions
(I) is corporate governance not applicable
On site inspection means (including but not limited to those listed in Article 33 of guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) check the company’s public information disclosure documents; 2) Review and copy relevant documents of the company’s three meetings, including meeting notice, proposal, vote, meeting minutes, resolution, etc; 3) Refer to the articles of association, the rules of the three sessions and the specific contents and implementation of various corporate governance systems.
1. Whether the articles of association and corporate governance system are complete and compliant √
2. Whether the articles of association and the rules of the third board of directors have been effectively implemented √
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees and meeting contents are complete, and whether the meeting materials are kept completely
4. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior management of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, have they fulfilled the obligations of √ disclosure of corresponding procedures and information
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled the corresponding √ procedures and information disclosure obligations
8. Whether the company’s personnel, assets, finance, organization and business are independent √
9. Whether there is no horizontal competition between the company and the controlling shareholders and actual controllers √
(II) on site inspection means of internal control (including but not limited to those listed in Article 33 of guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) check the establishment of internal control system by comparing with relevant laws and regulations; 2) Check the internal audit report and other relevant documents issued by the company’s internal audit department; 3) Consult the relevant meeting documents of the special committee of the board of directors of the company; 4) Refer to the self-evaluation report of the board of directors on the effectiveness of internal control. 1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations √ (if applicable)
2. Whether the internal audit system and internal √ audit department are established within 6 months after the listing of shares (if applicable) 3 Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable) √ 4 Whether the audit committee holds a meeting at least quarterly to review the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports the internal audit progress, quality and major problems found to the board of directors at least once a quarter (if applicable) 6 Does the internal audit department report the implementation of the internal √ audit work plan and the problems found in the internal audit work to the audit committee at least quarterly
(if applicable) 7 Does the internal audit department audit the deposit and use of raised funds at least once a quarter (if applicable) 8 Whether the internal audit department submits the internal audit work plan for the next year to the audit committee two months before the end of each fiscal year (if applicable) 9 Whether the internal audit department submits the annual internal audit report (if applicable) to the audit committee within two months after the end of each fiscal year 10 Whether the internal audit department submits an internal control √ evaluation report to the audit committee at least once a year (if applicable) 11 Whether it has established √ a complete and compliant internal control system for engaging in venture capital, entrusted financial management, hedging business and other matters (III) on-site inspection means of information disclosure (including but not limited to those listed in Article 33 of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) consult the relevant documents of the company’s three sessions; 2) Consult and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; 3) Consult relevant supporting documents of information disclosure; 4) Checked the company’s information disclosure system and other relevant documents;
1. Whether the announcement disclosed by the company is consistent with the actual situation √
2. Whether the contents disclosed by the company are complete √
3. Whether the disclosed matters of the company have not changed significantly or made important progress √
4. Whether there are no major events that should be disclosed but not disclosed √
5. Whether the transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company’s information √ disclosure management system
6. Whether the investor relations activity record form is published on the interactive website of the exchange in time √
(IV) on site inspection means for the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement (including but not limited to those listed in Article 33 of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) consult the articles of association, related party transaction system and other relevant system documents; 2) Consult and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange; 3) Check the company’s regular reports and transaction details; 4) Check the company’s loan information; 5) Review the financial Sub Ledger and spot check the large amount capital transaction vouchers. 1. Whether a system has been established to prevent controlling shareholders, actual controllers and their affiliates from directly or √ indirectly occupying the funds or other resources of the listed company 2 Whether the controlling shareholders, actual controllers and their affiliates do not directly or indirectly √ occupy the funds or other resources of the listed company 3 Whether the review procedures of related party transactions are in compliance and fulfill the corresponding information disclosure obligations √
4. Whether the price of related party transactions is fair √
5. Whether there is no related party transaction that is not related √
6. Whether the external guarantee review procedures are compliant and fulfill the corresponding information disclosure obligations √
7. Whether the guaranteed party has no deterioration of financial status, failure to pay off the guaranteed debt √ at maturity, etc
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding √ approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection means for the use of raised funds (including but not limited to those listed in Article 33 of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) visit the construction site of the company’s raised investment projects; 2) Reviewed the contract for the use of raised funds and its fund use approval form and payment voucher, and copied the fund use approval form and payment voucher for large contracts; 3) Consulted the bank statements of each special account for raised funds of the company;
4) Verify the special reports of accountants and the board of directors on the use of raised funds; 5) Check the contents of the company’s announcement.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place √
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied by a third party or entrusted financial management in violation of regulations √ 4 Whether there are no situations such as changing the purpose of raised funds without performing the review procedures, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. 5 If the company uses idle raised funds to temporarily supplement working capital, changes the investment direction of raised funds to permanently supplement working capital, or uses over raised funds to supplement working capital, or √ repays bank loans, does the company not make venture capital investment during the commitment period
√ (see
“II. Present
6. Check whether the use of raised funds is consistent with the disclosed situation, and check the project progress and investment benefit
Whether it is consistent with the prospectus, etc
Problems and
Description “)
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance (including but not limited to those listed in Article 33 of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) consult the company’s regular reports and conduct financial analysis; 2) Check and review the contents announced by the company on the information disclosure website designated by Shenzhen Stock Exchange.
1. Whether there are significant fluctuations in performance √
2. Is there a reasonable explanation for the large fluctuation of performance √
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company’s performance √
(VII) on site inspection means for the performance of the company’s and shareholders’ commitments (including but not limited to those listed in Article 33 of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) check the company’s periodic reports and other information disclosure documents; 2) Check the relevant commitments and performance made by the company, shareholders and other relevant personnel; 3) Check the information on restricted shares issued by the registration and Clearing Company.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
(VIII) on site inspection means for other important matters (including but not limited to those listed in Article 33 of guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business): 1) check the cash dividend system and its implementation; 2) Review and copy major contracts and original vouchers 3) review the company’s public information disclosure documents; 4) Check the large amount fund transaction data in the company’s system.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed √
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed √
3. Whether large capital transactions have real transaction background and reasonable reasons √
4. Whether there is no significant change or √ risk during the performance of major investment or major contract
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the company’s problems found by the regulatory authorities and the sponsor in the early stage have been rectified according to the relevant √ requirements. II. Problems and explanations found in the on-site inspection
As of the date of issuance of this inspection report, the use of the company’s raised funds is consistent with the disclosed situation. In 2020, the company adjusted the time when the raised investment project reached the expected usable state and changed the project of Bear Electric Appliance Co.Ltd(002959) creative small household appliance production and construction (Daliang Wusha), as follows:
1. Adjust the time when the investment project of raised funds reaches the scheduled use state
According to the company’s overall development strategic layout, external market changes and epidemic influencing factors, the company has moderately adjusted the investment progress of raised investment projects in combination with the actual operation. The raised investment projects of the company are ” Bear Electric Appliance Co.Ltd(002959) information construction project”, Bear Electric Appliance Co.Ltd(002959) smart small household appliance manufacturing base project “, Bear Electric Appliance Co.Ltd(002959) R & D center construction project” and ” Bear Electric Appliance Co.Ltd(002959) creative small household appliance production and construction (Jun\’an) project”. The four raised investment projects are delayed due to some capital construction processes and the procurement process of fixed assets such as project equipment, As a result, the company’s investment progress has not reached the expectation.
The company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors on April 28, 2021, deliberated and adopted the proposal on adjusting the time for raising investment projects to reach the predetermined usable state, and agreed to adjust the time for raising investment projects to reach the predetermined usable state.
2. Changes in the actual investment projects of the previously raised funds
On December 28, 2021, the company held the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors, which deliberated and approved the proposal on changing the use of some raised funds. The company plans to terminate the production and construction of Bear Electric Appliance Co.Ltd(002959) creative small household appliances (Daliang Wusha) project in advance, and transfer the remaining raised funds of RMB 260.1317 million and subsequent interest Financial income is used for creative small household appliances (Leliu) base project.
