Stock code: 002960 Securities abbreviation: Bluebird Fire Announcement number: 2021-082
The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate, complete and free from misrepresentations, misleading statements or material omissions.
On October 26, 2021, Blue Bird Fire Co., Ltd. (hereinafter referred to as the "Company") held the 60th meeting of the 3rd Board of Directors and the 24th meeting of the 3rd Supervisory Board, respectively, deliberated and passed the "Proposal on Repurchasing and Canceling Some of the Restricted Shares Granted but Not Yet Lifted", and agreed to the Company's repurchase and cancellation of some of the restricted shares granted for the first time in 2020 and the Restricted Stock Incentive Plan for the first time but not yet lifted. This matter needs to be submitted to the general meeting of shareholders for deliberation and approval before it can be implemented. The specific matters are announced as follows:
1. Decision-making procedures and approval of equity incentive plans
(1) On March 8, 2020, the 20th meeting of the third session of the Board of Directors of the Company deliberated and passed the "Proposal on the > of the Company's < the First Phase of the 2020 Stock Option and Restricted Stock Incentive Plan (Draft) and Its Summary", "the Proposal on the > on the Implementation of the Company's < 2020 First Stock Option and Restricted Stock Incentive Plan", and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives". The seventh meeting of the third session of the Supervisory Board of the Company deliberated and passed the relevant proposals, and the independent directors of the Company issued independent opinions.
(2) On April 22, 2020, the 23rd meeting of the third session of the Board of Directors of the Company deliberated and passed the "Proposal on the > of the Company's < the First Phase of the 2020 Stock Option and Restricted Stock Incentive Plan (Revised Draft) and its Summary", the "Proposal on the > of the Company's < the First Phase of the 2020 Stock Option and Restricted Stock Incentive Plan (Revised Draft)", and the "Proposal on Convening the Company's 2019 Annual General Meeting of Shareholders". The eighth meeting of the third session of the Supervisory Board of the Company deliberated and passed the relevant proposals, and the independent directors of the Company issued independent opinions.
(3) From March 9, 2020 to March 19, 2020, the company announced the name and position of the incentive object to be reserved for the incentive plan on the company's official website, and as of the expiration of the publicity period, the company's board of supervisors has not received any objection from anyone to the proposed incentive object. On May 8, 2020, the Supervisory Board of the Company issued the "Review Opinion and Announcement of the Supervisory Board on the List of Incentive Recipients of the First Phase of the Company's 2020 Stock Option and Restricted Stock Incentive Plan".
(4) On May 15, 2020, the Company's 2019 Annual General Meeting of Shareholders deliberated and passed the "Proposal on the > of the Company's < 2020 First Stock Option and Restricted Stock Incentive Plan (Revised Draft) and its Summary", the "Proposal on the Company's < the Measures for the Implementation of the First Stock Option and Restricted Stock Incentive Plan in 2020 (Revised Draft) >", and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives". The Company's implementation of the first stock option and restricted stock incentive plan for 2020 was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive recipient when the incentive recipient meets the conditions, and handle all matters necessary for the grant; at the same time, the company disclosed the " BlueBird Fire Co., Ltd. Self-Examination Report on insider trading of the Company's shares in the first phase of the 2020 Stock Option and Restricted Stock Incentive Plan.
(5) On May 19, 2020, the 27th meeting of the 3rd Board of Directors and the 10th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on The Reserved Grant of Stock Options and Restricted Shares to Incentive Recipients". The Supervisory Board verified and agreed to the list of incentive recipients reserved for grant, and the independent directors of the Company expressed an independent opinion on it.
(6) On June 16, 2020, the Company completed the registration of stock options and restricted shares, and the final number of registered stock options was 4.685 million, and the number of registered restricted shares was 6.21 million shares.
(VII) On October 30, 2020, the 39th meeting of the 3rd Board of Directors and the 15th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Adjusting the Equity Price of the First Phase of the 2020 Stock Option and Restricted Stock Incentive Plan". The independent directors of the Company have expressed a concurring independent opinion on this.
(VIII) On April 28, 2021, the 48th meeting of the 3rd Board of Directors and the 18th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on the Achievement of the Exercise Conditions of the First Exercise Period of Stock Options and Restricted Stock Incentive Plan in 2020", "Proposal on Canceling the Stock Options Granted but Not Yet Exercised by Some Incentive Recipients of the First Phase of Stock Options and Restricted Stock Incentive Plans in 2020", "Proposal on Cancelling Stock Options Granted but Not Yet Exercised by Some Incentive Recipients of the First Phase of Stock Options and Restricted Stock Incentive Plans in 2020", "Proposal on Cancellation of Stock Options Granted but Not Yet Exercised by Some Incentive Recipients of the First Stock Option and Restricted Stock Incentive Plan in 2020", "Proposal on Cancellation of Stock Options Granted but Not Yet Exercised by Some Incentive Recipients of the First Stock Option and Restricted Stock Incentive Plan in 2020", "Proposal on Cancellation of Stock Options Granted but Not Yet Exercised by Some Incentive Recipients of the First Phase of Stock Options and Restricted Stock Incentive Plan in 2020", "Proposal on Cancellation of In connection with the proposal to grant the first tranche of the 2020 Stock Option and Restricted Stock Incentive Plan for the first time the first release of the restricted stock, the independent directors of the Company expressed an independent opinion on the above matters.
(IX) On May 14, 2021, the 49th meeting of the 3rd Board of Directors and the 19th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Granting Reserved Stock Options and Restricted Shares to Incentive Recipients". The Supervisory Board verified and agreed to the list of incentive recipients reserved for grant, and the independent directors of the Company expressed an independent opinion on it.
(10) On June 3, 2021, the 52nd meeting of the 3rd Board of Directors and the 21st meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Adjusting the Number and Price of The Relevant Rights and Interests Granted for the First Grant and Reserved Grant of the First Phase of the Stock Option and Restricted Stock Incentive Plan in 2020", due to the Company's 2020 annual equity distribution, agreed to the number and exercise price of the stock options first granted and reserved for the first time in the 2020 Stock Option and Restricted Stock Incentive Plan, The number of restricted shares and the grant/repurchase price are adjusted.
(11) On August 11, 2021, the 55th meeting of the 3rd Board of Directors and the 22nd meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Cancellation of Some Stock Options Granted but Not Yet Exercised", because one incentive object resigned and did not meet the incentive conditions, and agreed that the Company cancelled all the stock options that had been granted but not yet exercised.
(XII) On October 26, 2021, the 60th meeting of the 3rd Board of Directors and the 24th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Repurchasing and Canceling Some of the Restricted Shares Granted but Not Yet Lifted", and the Company intends to repurchase and cancel 146,063 restricted shares for the first time in 2020 stock options and restricted stock incentive plan, and the repurchase price is adjusted to 8.49 yuan per share plus the interest on bank deposits in the same period on the date of the repurchase cancellation implemented by the Board of Directors.
2. The reason, quantity and price of the repurchase cancellation
1. The reason for the cancellation of the repurchase
In accordance with the relevant laws, regulations and normative documents such as the Measures for the Administration of Equity Incentives of Listed Companies, as well as the Articles of Association of the Company, the First Phase of the Stock Option and Restricted Stock Incentive Plan in 2020 (Revised Draft), and the Measures for the Implementation of the First Stock Option and Restricted Stock Incentive Plan in 2020, the 48th meeting of the 3rd Board of Directors and the 18th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Measures for the Implementation of the 48th Meeting of the Third Board of Directors and the 18th Meeting of the Third Board of Supervisors" Regarding the proposal to lift the first restriction period of the restricted stock of the first stock option and restricted stock incentive plan in 2020, according to the individual-level performance appraisal of the first release period of the restricted stock granted for the first time in the equity incentive plan, since some of the incentive recipients failed to reach 100% unlocking, the company agreed to repurchase and cancel 104,400 shares of restricted shares that had been granted but not yet lifted that did not meet the conditions for lifting the restriction.
2. The quantity, price and adjustment of the repurchase cancellation
In view of the implementation of the company's 2019 annual equity distribution plan and 2020 annual equity distribution plan, the 39th meeting of the 3rd board of directors and the 15th meeting of the 3rd Supervisory Board of the company deliberated and passed the "Proposal on Adjusting the Equity Price of the First Grant of The First Stock Option and Restricted Stock Incentive Plan in 2020", the 52nd meeting of the 3rd Board of Directors and the 21st meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Adjusting the Equity Price of the First Phase of the 2020 Stock Option and Restricted Stock Incentive Plan", the 52nd meeting of the 3rd Board of Directors and the 21st meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal Proposal to Adjust the Number and Price of The Number and Price of The First Grant and Reserved Grant of The First Share Option and Restricted Stock Incentive Plan in 2020, agreeing to adjust the number of Restricted Shares and the Repurchase/Grant Price of the First Grant of Restricted Stock option and Restricted Stock Incentive Plan for the First Tranche of 2020: The number of Granted Restricted Shares that the Company intends to repurchase and cancel during the first Restriction Period to 146,063 Shares; The First Grant of Restricted Stock/ The grant price was adjusted to 8.49 yuan per share.
According to the company's "2020 First Phase Stock Option and Restricted Stock Incentive Plan (Draft Amendment)", "If the incentive object's personal performance appraisal rating in the previous year is A/B/C, the personal performance appraisal of the incentive object in the previous year "meets the standard", the incentive object can lift the restriction in accordance with the proportion specified in this incentive plan, and the part that has not been lifted in the current period is repurchased and cancelled by the company, and the repurchase price is the grant price plus the interest on the bank deposit in the same period", and the actual price of the repurchase is 8.49 yuan / Shares plus interest on bank deposits on the date the Board of Directors implements the repurchase cancellation for the same period.
3. Source of funds
The funds used to repurchase and cancel the restricted shares are all the company's own funds.
3. Changes in the company's share capital structure after the cancellation of the repurchase
As of the date of this announcement, the total share capital of the Company is 348,282,702 shares, and after the completion of the cancellation of the restricted stock repurchase, the total share capital of the Company will be reduced by 146,063 shares, and the changes in the Company's share capital structure are as follows:
Note: The share capital structure before the repurchase cancellation is the company's share capital on the disclosure date of this announcement, and the share capital structure after the actual completion of the repurchase cancellation is subject to the issuer's share capital structure table provided by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
4. The impact of the repurchase and cancellation of some restricted shares on the company
The company's repurchase and cancellation of some of the restricted shares that have been granted but have not yet been lifted will not lead to changes in the company's controlling shareholders, and the company's equity distribution will still meet the listing conditions; it will not harm the interests of the company and all shareholders, will not have a greater impact on the company's financial situation and operating results, and will not affect the enthusiasm and stability of the company's management team. The company's management team will continue to be diligent and conscientious, conscientiously perform their work responsibilities, and create value for shareholders. This matter is subject to the deliberation and approval of the General Meeting of Shareholders before it can be implemented.
5. Opinions of independent directors
After verification, the independent directors believe that the repurchase and cancellation of some restricted shares complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies, the First Phase of Stock Options and Restricted Stock Incentive Plan in 2020 (Revised Draft), and the Measures for the Implementation of the First Stock Option and Restricted Stock Incentive Plan in 2020 (Revised Draft), which does not harm the rights and interests of the Company and all shareholders, and will not have a substantial impact on the Company's financial situation and operating results. Nor will it affect the diligence and diligence of the Company's management team, and we agree to the Company's repurchase and cancellation of some restricted shares.
6. Opinions of the Board of Supervisors
After review, the Board of Supervisors believes that, in view of the results of the individual performance appraisal of some incentive recipients, the company's cancellation of the restricted stock repurchase that does not meet the conditions for lifting the restriction on the first grant of restricted shares complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies, the First Phase of Stock Options and Restricted Stock Incentive Plans in 2020 (Revised Draft), and the Measures for the Implementation of the First Stock Option and Restricted Stock Incentive Plan in 2020 (Revised Draft), and the procedures are legal 3. Compliance, there is no infringement on the interests of all shareholders, especially small and medium-sized shareholders. The Supervisory Board unanimously agreed that the Company would repurchase and cancel some restricted shares.
7. Legal opinions issued by lawyers
The repurchase cancellation complies with the relevant laws and regulations and the provisions of the Incentive Plan (Revised Draft), and is legal and effective. The Company is still required to perform the corresponding statutory formalities for the cancellation of the repurchase and the change in share capital caused by it.
8. Documents for reference
1. Resolution of the 60th meeting of the third board of directors;
2. Resolution of the 24th meeting of the 3rd Supervisory Board;
3. Independent directors' independent opinions on matters related to the 60th meeting of the third board of directors;
4. Legal opinion.
This is hereby announced.
Bluebird Fire Co., Ltd
board of directors
October 26, 2021
Stock code: 002960 Securities abbreviation: Bluebird Fire Announcement number: 2021-083
Announcement on the Renewal of the Company's 2021 Annual Auditor
On October 26, 2021, Qingniao Fire Co., Ltd. (hereinafter referred to as the "Company") held the 60th meeting of the 3rd Board of Directors and the 24th meeting of the 3rd Supervisory Board, and deliberated and passed the "Proposal on The Renewal of the Company's 2021 Annual Auditor", and intends to renew Zhongxinghua Certified Public Accountants (Special General Partnership) as the Company's 2021 annual auditor. This matter has yet to be submitted to the Company's General Meeting of Shareholders for consideration. The specifics are as follows:
1. Explanation of the matters to be renewed to the accounting firm
Zhongxinghua Certified Public Accountants (Special General Partnership) is a professional auditing institution with securities qualifications, with the experience and ability to provide audit services for listed companies, and can better meet the requirements of the company's establishment and improvement of internal control and financial audit work. In the process of the 2020 annual audit, Zhongxinghua Certified Public Accountants (Special General Partnership) adheres to objective, independent and impartial auditing standards, carries out work in good faith, pays attention to the protection of investors' rights and interests, and issues audit opinions fairly and reasonably.
In order to ensure the continuity and stability of the audit work, the Company intends to re-appoint Zhongxinghua Certified Public Accountants (Special General Partnership) as the Company's 2021 annual auditor for the period from the date of the deliberation and approval of the proposal by the Company's General Meeting of Shareholders to the date of the 2021 Annual General Meeting of Shareholders, at which time the Company's management will negotiate with Zhongxinghua Certified Public Accountants (Special General Partnership) in accordance with the authorization to determine the relevant audit fees in accordance with the audit requirements and audit scope of the 2021 annual audit.
2. Basic information of the accounting firm to be hired
(1) Institutional information
Zhongxinghua Certified Public Accountants (Special General Partnership) was established in 1993 and was approved by the State Administration for Industry and Commerce in 2000 and restructured into "Zhongxinghua Accounting Firm Co., Ltd." In 2009, it was absorbed and merged with Jiangsu Fuhua Accounting Firm and renamed as "Zhongxinghua Fuhua Accounting Firm Co., Ltd." In 2013, the company carried out the transformation of the partnership system, and the name of the transformed firm was "Zhongxinghua Accounting Firm (Special General Partnership)" (hereinafter referred to as "Zhongxinghua"). Registered address: 20th floor, South Building, Building 1, No. 20 Lize Road, Fengtai District, Beijing. Lead Partner Li Zunnong. At the end of the previous year, there were 150 partners, 920 certified public accountants, and 509 certified public accountants who signed audit reports on securities service business. In 2020, the audited business income was 1,523,510,000 yuan, of which the audit business income was 1,334,930,000 yuan and the securities business income was 357,159,300 yuan; the annual report audit of 80 listed companies in the previous year, involving industries including manufacturing; information transmission software and information technology and services; real estate industry; agriculture, forestry, animal husbandry, fishery; water conservancy, environment and public facilities management industry, etc., with a total audit fee of 83.863 million yuan.
Bluebird Fire belongs to the computer, communication and other electronic equipment manufacturing industry, and Zhongxinghua audits 8 listed companies in this industry.
2. Investor protection ability
Zhongxinghua's occupational risk fund is 134.8926 million yuan, and the cumulative compensation limit for occupational insurance purchased is 150 million yuan, and the provision for occupational risk fund and the purchase of occupational insurance comply with relevant regulations. In the past three years, due to civil liability in civil litigation related to professional conduct:
Due to the misrepresentation of Boyuan Investment Co., Ltd., Gao Yuliang, Gao Yuan and 9 others filed a lawsuit against Boyuan Investment Co., Ltd. and Zhongxinghua Accounting Firm (Special General Partnership), and the court effectively ruled that Zhongxinghua did not bear any liability.
Due to the unqualified audit report issued by Jiangsu Zhongxian Group Co., Ltd. on the financial situation from 2011 to 2013, Jiangsu Credit Re-guarantee Group filed a lawsuit against Jiangsu Zhongxian Group Co., Ltd. and Zhongxinghua Accounting Firm (Special General Partnership), and the People's Court of Hanjiang District of Yangzhou City, Jiangsu Province, issued a civil judgment on the case (Case No.: (2019) Su 1003 Minchu No. 9692), and Zhongxinghua Was not required to bear the liability for damages for infringement. On July 23, 2021, Zhongxinghua received the Civil Appeal of Jiangsu Credit Re-guarantee Group, requesting the revocation of the civil judgment of the Hanjiang District People's Court of Yangzhou City, Jiangsu Province.
3. Integrity record
In the past three years, Xinghua Law Firm has been subject to supervision and management measures 5 times and self-discipline supervision measures 0 times due to its professional behavior. The 18 practitioners of Zhongxinghua Law Firm have been subject to supervision and management measures 18 times and self-regulatory measures 0 times due to their professional behavior.
(2) Project information
1. Basic Information
2. Integrity record
The above-mentioned project partners, signatory certified public accountants, and project quality control reviewers have not recorded any criminal penalties, administrative penalties, administrative supervision measures and self-regulatory measures in the past three years.
3. Independence
The above-mentioned project partners, signatory certified public accountants, and project quality control reviewers did not violate the independence requirements of the Code of Ethics for Certified Public Accountants of China.
4. Audit fees
The Board of Directors of the Company proposes to the General Meeting of Shareholders to authorize the management of the Company to determine the annual report audit fee and the internal control audit fee in consultation with Zhongxinghua Certified Public Accountants (Special General Partnership) in accordance with the 2021 annual audit requirements and audit scope.
3. Procedures for the proposed renewal of the accounting firm
(1) The Audit Committee of the Board of Directors of the Company has reviewed Zhongxinghua Certified Public Accountants (Special General Partnership) and believes that it adheres to the principle of independent auditing in the course of its practice, objectively, fairly and fairly reflects the company's financial situation and operating results, and effectively performs the duties due to the audit institution. Zhongxinghua Certified Public Accountants (Special General Partnership) has the professional ability, experience and qualifications to provide audit services to the Company and can meet the requirements of the Company's audit work, and the Audit Committee agreed to propose to the Board of Directors to renew the appointment of Zhongxinghua Certified Public Accountants (Special General Partnership) as the Company's auditor for the year 2021.
(2) The prior approval opinions and independent opinions of the independent directors on the matters of the renewal of the audit institution
Prior approval opinion: Zhongxinghua Certified Public Accountants (Special General Partnership) has the qualification of securities and futures business, has many years of experience in providing audit services for listed companies, and adheres to independent auditing standards during the period of serving as a corporate audit institution, ensuring the smooth development of various work and better fulfilling the responsibilities and obligations of audit institutions. We agree to submit this proposal to the Board of Directors for consideration.
Independent opinion: Zhongxinghua Certified Public Accountants (Special General Partnership) in the company's 2020 audit work, rigorous and fair, objective and independent, better completed the responsibilities and obligations agreed by both parties, and the audit report issued for the company was objective and fair. Zhongxinghua Certified Public Accountants (Special General Partnership) has sufficient independence, professional competence and investor protection ability. The renewal of the accounting firm is conducive to ensuring the quality of the company's audit work and protecting the interests of the company and other shareholders, especially the interests of small and medium-sized shareholders. We have agreed to reappoint Zhongxinghua Certified Public Accountants (Special General Partnership) as the Company's auditor for 2021.
(3) Voting status
The 60th meeting of the third board of directors and the 24th meeting of the third board of supervisors of the company respectively deliberated and passed the "Proposal on The Renewal of the Company's 2021 Annual Auditor", and agreed to renew the appointment of Zhongxinghua Certified Public Accountants (Special General Partnership) as the company's 2021 annual auditor, and the appointment period is from the date of the company's shareholders' meeting to the date of the 2021 annual shareholders' meeting, and submits it to the company's shareholders' meeting for consideration.
(4) The matter of the renewal of the accounting firm still needs to be submitted to the company's general meeting of shareholders for consideration, and the appointment period is from the date of the company's shareholders' meeting to the date of the 2021 annual shareholders' meeting, and the company's board of directors proposes to the shareholders' general meeting to authorize the company's management to determine the annual report audit fee and internal control audit fee in consultation with Zhongxinghua Accounting Firm (special general partnership) in accordance with the 2021 annual audit requirements and audit scope.
4. Documents for reference
3. Documents certifying the performance of duties by the Audit Committee;
4. The independent directors' prior approval opinions on the matters related to the 60th meeting of the third board of directors;
5. Independent directors' independent opinions on matters related to the 60th meeting of the third board of directors;
6. Zhongxinghua Certified Public Accountants (Special General Partnership) business license, the main person in charge and the contact information and contact information of the supervision business, and the identity document, practice license and contact information of the signed certified public accountant who intends to be responsible for the specific audit business.
Stock code: 002960 Securities abbreviation: Bluebird Fire Announcement number: 2021-084
Bluebird Fire Co., Ltd. about the convocation
Notice of the First Extraordinary General Meeting of Shareholders in 2021
First, the basic situation of convening the meeting
1. Session of the General Meeting of Shareholders: The first Extraordinary General Meeting of Shareholders in 2021
2. Convener of the shareholders' meeting: the board of directors of the company
3. Legality and compliance of the meeting: The 60th meeting of the third board of directors of the company was held on October 26, 2021, and the meeting deliberated and passed the "Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2021". The convocation procedure of the shareholders' meeting complies with the relevant laws, administrative regulations, departmental rules, normative documents, business rules of the Shenzhen Stock Exchange and the Articles of Association of the Company.
4. Time of the meeting:
(2) Online voting time: The specific time for online voting through the Shenzhen Stock Exchange trading system is: 9:15-9:25 a.m. on November 12, 2021, 9:30-11:30 a.m., 13:00-15:00 p.m.; The starting time of voting through the Shenzhen Stock Exchange Internet voting system is 9:15 a.m. on November 12, 2021, and the end time is 15:00 p.m. on November 12, 2021.
5. The way of convening the meeting: The shareholders' meeting is held by combining on-site voting and online voting.
(1) On-site voting: Shareholders themselves attend the on-site meeting or vote by authorizing others to attend the on-site meeting.
(2) Online voting: The company will provide all shareholders with a voting platform in the form of an internet through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn), and shareholders can exercise their voting rights through the above system during the online voting time.
(3) According to the Articles of Association of the Company and other relevant provisions, all shareholders registered on the equity registration date of the shareholders' general meeting have the right to exercise voting rights through the corresponding voting system, but the same share can only choose one way of on-site voting, online voting or other voting methods that meet the regulations, and if there is a duplicate vote of the same voting right, the first voting result shall prevail.
6. Date of registration of shares: November 5, 2021 (Friday)
7. Participants of the meeting
(1) All ordinary shareholders of the Company registered with China Settlement Shenzhen Branch at the close of business on the afternoon of the share registration date (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders and may appoint a proxy in writing to attend the meeting and participate in voting, and the shareholder agent need not be a shareholder of the Company.
(2) Directors, supervisors and senior management of the company.
(3) Witness lawyer hired by the company.
8. Venue of the on-site meeting: A412, 4th Floor, Block A, Beida Blue Bird Building, No. 207 Chengfu Road, Haidian District, Beijing.
2. Matters to be considered at the Meeting
Proposal 1: Consideration of the "Proposal on the Renewal of the Company's 2021 Annual Auditor";
Proposal 2: Consideration of the Proposal on the Repurchase and Cancellation of Restricted Shares Granted but Not Yet Released
1. Disclosure of proposals: Proposals 1 and 2 have been deliberated and approved by the 60th meeting of the 3rd Board of Directors and the 24th meeting of the 3rd Board of Supervisors. For details, please refer to the relevant announcements published in China Securities News, Securities Times, Securities Daily, Shanghai Securities News and Juchao Information Network (http://www.cninfo.com.cn) on October 27, 2021.
2. Special Resolution Proposal: Proposal 2 is a special voting matter and must be passed by more than two-thirds of the voting rights held by shareholders present at the meeting.
3. Proposal for separate vote counting for small and medium-sized investors: Proposal 1 and Proposal 2 are major matters affecting the interests of small and medium-sized investors, and the company will separately count and disclose the voting results of small and medium-sized investors (except the directors, supervisors, high shareholders of listed companies and shareholders who individually or collectively hold more than 5% of the company's shares and their consistent actors).
4. Proposals involving the recusal of related shareholders from voting: None
Name of affiliated shareholder who should recuse himself from voting: None
3. Proposal Coding
Sample table of resolution codes for this general meeting of shareholders:
4. Method of registration for meetings
1. Meeting registration method:
(1) The legal person shareholder shall go through the registration formalities with a copy of the business license (with the official seal), the shareholder account card, the certificate of legal representative and the identity card; the entrusting agent shall go through the registration procedures with the agent's own ID card, a copy of the business license (with the official seal), the power of attorney (see Annex 2), and the principal shareholder account card;
(2) Natural person shareholders shall go through the registration formalities with their id cards and shareholder account cards; the entrusted agent shall go through the registration formalities with his or her id card, power of attorney, identity card of the principal and the account card of the principal shareholder;
(3) The participants of this meeting shall present the power of attorney and the original ID card of the above provisions to the conference registration office, and submit a copy of the above-mentioned provisions to the conference registration office.
(4) Non-local shareholders can take the form of letter or fax to register, fax or letter should contain the above content of the documents, letter please send: Beijing Haidian District Chengfu Road No. 207 Beida Qingniao Building C Block Qingbird Fire Securities Department, Zip code: 100871 (envelope please indicate the words "Qingniao Fire General Meeting"); the company does not accept telephone registration.
2. Registration time: The on-site registration time of the shareholders' meeting is Wednesday, November 10, 2021, 9:00 to 11:00 a.m. and 14:00 to 17:00 p.m. Registration by letter or fax must be delivered or faxed to the Company's Securities Department by 17:00 on Wednesday, November 10, 2021.
3. Meeting registration location: Securities Department, Block C, Peking University Blue Bird Building, No. 207 Chengfu Road, Haidian District, Beijing.
4. Contact information for the conference
Contact: Lv Junduo
Contact number: 010-62758875
Fax:010-62767600
Email: [email protected]
5. All shareholders attending the on-site meeting of the shareholders' meeting shall be responsible for their own food, accommodation and transportation expenses; shareholders and shareholders' agents should bring the original documents of the relevant documents to the venue half an hour before the meeting to sign in.
V. The specific operational procedures for participating in online voting
At the shareholders' meeting, shareholders can participate in voting through the Shenzhen Stock Exchange trading system and the Internet voting system (website: http://wltp.cninfo.com.cn), and the specific operation process of online voting is shown in Annex 1.
6. Documents for reference
2. Resolution of the 24th meeting of the 3rd Board of Supervisors;
3. The independent directors' prior approval opinions on the matters related to the 60th meeting of the third board of directors;
4. Independent directors' independent opinions on matters related to the 60th meeting of the third board of directors.
annex:
1. The specific operation process of participating in online voting;
2. Power of attorney;
3. Shareholder registration form for on-site meetings of shareholders.
Annex 1:
The specific operation process of participating in online voting
1. Procedures for online voting
1. Voting code and voting abbreviation of common stock: The voting code is "362960", and the voting abbreviation is "Bluebird Voting".
2. Voting opinions on motions
Submit a table for voting: agree, oppose, abstain.
3. Shareholders voting on the general proposal shall be deemed to express the same opinion on all proposals.
In the event of repeated voting by shareholders on the general proposal and the specific proposal, the first valid vote shall prevail. If the shareholders first vote on the specific proposal and then vote on the general proposal, the voting opinions of the specific proposals that have been voted on shall prevail, and the voting opinions of the general proposals shall prevail for other uncontested proposals; if the general proposal is voted on first, and then the voting opinions of the specific proposal shall prevail.
4. The vote on the same motion shall be subject to the first valid vote.
2. Procedures for voting through the trading system of the Shenzhen Stock Exchange
1. Voting time: Trading hours on November 12, 2021, that is, 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3. Voting procedures through the Internet voting system of the Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on November 12, 2021 and ends at 15:00 p.m. on November 12, 2021.
2. For online voting through the Internet voting system, shareholders are required to apply for identity authentication in accordance with the provisions of the Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines, and obtain the "Shenzhen Stock Exchange Digital Certificate" or "Shenzhen Stock Exchange Investor Service Password". The specific identity authentication process can be accessed in the Http://wltp.cninfo.com.cn Rules guidelines section of the Internet voting system.
3. Shareholders can log in to the http://wltp.cninfo.com.cn vote through the Internet voting system of the Shenzhen Stock Exchange within the specified time according to the service password or digital certificate obtained.
Annex 2:
Power of Attorney for the First Extraordinary General Meeting of Shareholders in 2021
Mr. (Ms.) _____ If I/Company do not have specific instructions on voting matters, the proxy may exercise the right to vote on its own, and the consequences shall be borne by me/Company.
The Company/my voting opinion on the proposals of this general meeting of shareholders:
Special notes:
1. The instructions of the principal to the trustee shall be subject to the "√" in the boxes below "agree", "oppose" and "abstain", each of which is a single choice, and multiple choices are invalid.
2. The validity period of this power of attorney shall be from the date of signing of this power of attorney to the end of this shareholders' meeting.
3. The power of attorney is valid for clipping, copying or self-made according to the above format; the principal must be stamped with the official seal of the legal person.
Principal unit name or name (signature and seal):
Principal's ID card or business license number:
Principal Securities Account Card Number:
Nature and quantity of shares held by the settlor:
Trustee's Identity Card Number:
Trustee (signature):
Commission Date:
Annex 3:
Registration form for shareholders attending the first extraordinary general meeting of shareholders in 2021
Remarks: Please print or fill in the above information in block letters (must be the same as on the register of shareholders)
Stock code: 002960 Securities abbreviation: Bluebird Fire Announcement number: 2021-081
Third Quarterly Report 2021
The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.
Important Content Tips:
1. The Board of Directors, the Board of Supervisors and the directors, supervisors and senior management guarantee that the quarterly report is true, accurate and complete, that there are no false records, misleading statements or material omissions, and that they bear individual and joint legal liabilities.
2. Mr. Cai Weimin, the person in charge of the company, Ms. Gao Junyan, the person in charge of accounting work, and Ms. Ren Chunyan, the person in charge of the accounting institution (accounting supervisor), declare that the financial information in the quarterly report is true, accurate and complete.
3. Whether the third quarter report is audited
□ Yes √ No
First, the main financial data
(i) Key accounting data and financial indicators
Whether the company is required to retroactively adjust or restate previous year's accounting data
(ii) Non-recurring profit or loss items and amounts
√ Applicable □ Not applicable
Unit: Meta
Other specific cases of P&L items that meet the definition of non-recurring profit or loss:
□ Applicable √ Not applicable
The Company does not have other specific circumstances of profit or loss items that meet the definition of non-recurring profit or loss.
The non-recurring profit and loss items listed in the Interpretive Announcement on the Disclosure of Information of Companies Publicly Offering Securities No. 1 - Non-recurring Profit and Loss are defined as recurring profit and loss items
The Company does not have the situation of defining the non-recurring profit and loss items listed in the Interpretive Announcement on the Disclosure of Information of Companies Publicly Offering Securities No. 1 - Non-recurring Profit and Loss as recurring profit or loss items.
(iii) Circumstances and reasons for changes in key accounting data and financial indicators
2. Shareholder Information
(1) A table of the total number of common shareholders and the number of preferred shareholders whose voting rights have been restored and the shareholdings of the top ten shareholders
Unit: Shares
(2) The total number of preferred shareholders of the company and the shareholding of the top 10 preferred shareholders
3. Other important matters
The company's overall production and operation in the first three quarters of 2021 are good, product orders, shipments, payment collection indicators grew rapidly year-on-year, from January to September 2021 to achieve operating income of 2,575,642,900 yuan, an increase of 53.44% over the same period of the previous year; to achieve a net profit attributable to the shareholders of the listed company of 374,580,900 yuan, an increase of 15.92% over the same period of the previous year, to achieve a net profit attributable to the shareholders of the listed company after deducting non-recurring gains and losses of 367,826,400 yuan, An increase of 30.68% over the same period last year; the company's operating performance in the third quarter continued to accelerate its growth, with operating income of 1,179,818,800 yuan in the Q3 single quarter, an increase of 41.30% year-on-year and 25.14% month-on-month, and a net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses of 168.6784 million yuan, an increase of 8.90% year-on-year and 9.39% month-on-month.
1. From the perspective of sub-business, the company's main business and new business segments have made good progress:
Although the overseas business is affected by the continuous fermentation of the new crown pneumonia epidemic overseas, the performance of overseas subsidiaries represented by France's Finsecur company and Spain's Detnov company has achieved rapid growth compared with the same period last year.
In the emergency lighting and intelligent evacuation sector, orders and shipments showed a sustained explosive growth trend, a substantial increase of more than 180% over last year's year-on-year, and the scale of revenue was further expanded.
In the field of industrial fire protection, the company continued to develop different types of industrial fields and made zero breakthroughs, winning the bid for Qingdao Beiqi Laixi Factory, State Grid Jiangsu Electric Power Company Material Bidding and Procurement Project, Hejin Sunshine Group Ankun Energy Chemical Project, Sichuan Fulin New Energy Lithium Battery Cathode Material Project and other representative projects, further enhancing the company's competitiveness in the industrial fire market; Continue to improve the product system in the field of industrial fire protection: (1) During the reporting period, the research and development of the suction smoke detector was completed and officially sent for inspection; (2) the development of two-band/three-band infrared flame detectors, linear beam smoke detectors, fault arc detectors, distributed image detectors and other products is progressing smoothly.
In the field of smart fire protection, the company carried out the construction of the fire safety management upgrade project of Beijing Tanzhu Temple, Fahai Temple, maoming Dianbai District nine small places during the reporting period, and the number of units currently online of "Blue Bird Fire Cloud" exceeded 18,000, and the number of online points exceeded 1.1 million; the company also established a smart fire department during the reporting period to further carry out and increase market expansion in the field of smart fire protection.
In the field of energy storage and fire protection, the company continues to promote its automatic fire alarm, gas fire extinguishing and other system products in the field of energy storage power station market expansion and application, this year has won the bid 10 feet / 20 feet / 40 feet energy storage container (Jutong) gas fire extinguishing system project, the United States Texas energy storage substation project, Huagong intelligent energy storage sample box and other projects; in the future, with the rapid development of the energy storage industry, especially in the field of electrochemical energy storage, and the society attaches more and more importance to fire safety in the field of energy storage, Energy storage fire protection will gradually move from the simple application of the original fire protection scene to the standardization and improvement; Qingbird Fire also intends to vigorously promote the development and expansion of the pre-detection, precision and multi-dimensional (smoke, temperature, gas and other aspects) overall solutions for fire protection in the energy storage field through the underlying technical advantages of the "crested ibis" chip.
2. In order to further consolidate and enhance the company's leading position in the all-round aspect of fire electronics, the company combined with the business and strategic layout of "troika + two new stars", completed the merger and acquisition of French Finsecur Company, Guangdong Left Lighting Co., Ltd. and Shanghai Qingbird Jieguang Fire Protection Technology Co., Ltd. during the year, the number of employees increased by more than 50% over the same period last year, and continued to increase R&D, technology, product-side layout investment and brand, sales channel construction. Coupled with the launch and implementation of the company's equity incentive plan, the management expenses, research and development expenses and sales expenses from January to September 2021 were 152.1223 million yuan, 121.6234 million yuan and 254.2679 million yuan, respectively, an increase of 59.13%, 48.32% and 85.52% over the same period last year, respectively, and these investments will continue to help the further improvement of the company's brand power and the company's development in new businesses and new fields; and Q3 single-quarter management expenses, research and development expenses, The year-on-year and month-on-month growth rate of sales expenses have slowed down, and the company will continue to take product design and technology research and development as the starting point, and further improve the strength and efficiency of the team through positive measures such as refined management and receivables collection.
At the same time, in response to the influence of complex international relations and the economic environment, the cost of raw materials has risen significantly, the company has targeted the implementation of a number of processing measures such as research linkage, cost reduction and efficiency increase, coupled with the use of self-developed "crested ibis" chips, the overall supply of raw materials is relatively stable and controllable, and the company achieved an overall gross profit margin of 39.20% from January to September 2021, which basically remained stable.
3. The company continues to maintain the intensity of R&D investment, and has made good progress in the R&D and innovation of new products and technologies: (1) the "integration" process of R&D technology platform: at present, a unified design of the controller and field component development platform has been applied in a variety of product development; (2) the development of a new generation of automatic fire alarm system (JBF-62S series): the most important on-site component product photoelectric smoke detector has obtained a 3C certification certificate during the reporting period. So far, all the products of the basic model of the system have obtained 3C certification certificate or inspection report; the upgraded version of the 11SF-C product of the main sales product 11SF controller has obtained the 3C certification certificate; (3) the new product fire protection integrated machine that has been developed this year has been developed and officially sent for inspection at the end of September; (4) the second generation of "crested ibis" chip mass production, the monthly output has been further expanded, and has been widely used in the company's emergency evacuation series products; (5) the photoelectric detection research room under the Blue Bird Fire Research Institute. The gas sensor research laboratory was completed, and the company is committed to the continuous deepening of the field of underlying technology and core components.
4. In terms of brand building, Qingniao Fire won the "Top Ten Alarm Brands" (won this honor for thirteen consecutive years) and "Smart Fire Leading Brand" in the 2021 (14th) Fire Industry Brand Event, and the subsidiary: Jiuyuan Fire Was awarded the "Top Ten Alarm Brands" at this brand event, Zhengtianqi won the "Top Ten Automatic Fire Extinguishing Brands" award, and left-facing lighting and Zhongke Zhichuang were awarded the "Top Ten Intelligent Evacuation Brands".
In summary, on the basis of the good performance formed in the first three quarters, the company will continue to deepen the implementation of refined management, strengthen product technology research and development, further achieve cost reduction and efficiency improvement while continuing to promote the expansion of market scale, and do its best to complete the planning and goals of the whole year, and provide a satisfactory answer sheet for the 20th anniversary of Bluebird Fire Protection!
Other important events that occurred during the Company's reporting period:
1. Foreign investment in Heji Science and Technology
On August 4, 2021, the 54th meeting of the third session of the Board of Directors of the Company deliberated and passed the "Proposal on the Company's Overseas Investment", and agreed that the Company would acquire 57% of the equity of Guangdong Heji Technology Co., Ltd. (hereinafter referred to as "Heji Technology") held by the Company from Tianjin Youfu Enterprise Management Partnership (Limited Partnership) for RMB 263.34 million, and the core asset of the target company heji Technology in this acquisition was its holding subsidiary, Guangdong Left Direction Lighting Co., Ltd. (hereinafter referred to as "Left Direction Lighting"). During the reporting period, Heji Technology, the target company of the company's foreign investment, has completed the registration procedures for industrial and commercial changes, the company directly holds 57% of the equity of Heji Technology, and Heji Technology and its holding subsidiary Left Direction Lighting have become the company's subordinate holding enterprises. For details, please refer to the Company's announcements (2021-060, 2021-075) disclosed on Juchao Information Network (http://www.cninfo.com.cn) on August 5, 2021 and September 8, 2021.
The company's brands such as "Blue Bird Fire Protection", "Left Lighting", "Zhongke Zhichuang" and other brands have formed a multi-brand product matrix in the field of emergency lighting and intelligent evacuation, and the synergy effect between each unit will play an extremely positive role in the company's grasp of the major development opportunities of the evacuation industry.
2. Acquisition of the equity of Qingbird Jieguang and related party transactions
On August 20, 2021, the Company held the 56th meeting of the third board of directors and the 23rd meeting of the 3rd Supervisory Board respectively deliberated and passed the "Proposal on the Acquisition of the Equity of Shanghai Qingniao Jieguang Fire Technology Co., Ltd. and Related Party Transactions of the Shareholding Company", and agreed that the Company acquired 56.30% of the equity of shanghai Qingniao Jieguang Fire Technology Co., Ltd. (hereinafter referred to as "Qingniao Jieguang") for 105,925,926 yuan. At present, Qingbird Jieguang has completed the registration procedures for the industrial and commercial change of the acquisition, and the company directly holds 81.67% of Qingbird Jieguang and becomes its controlling shareholder. For details, please refer to the Company's announcement (2021-072) disclosed on The http://www.cninfo.com.cn on August 21, 2021.
As one of the company's important production bases, Qingbird Jieguang will further enhance the company's production capacity and manufacturing capabilities, and escort the supply side of the company's fire-fighting electronic products, especially emergency intelligent evacuation products.
3. Equity incentive matters
During the Reporting Period, the Company's first stock option and restricted stock incentive plan (the "Incentive Plan") in 2020 was further implemented.
On July 5, 2021, the Company completed the registration of the reserved grant of restricted shares in this incentive plan, and the number of reserved grant restricted shares was 2,172,056 shares, the listing date was July 8, 2021, and 16 incentive recipients were granted.
On August 25, 2021, the company completed the registration of reserved stock options granted in this incentive plan, and the number of reserved stock options registered was 1,638,660, and 22 incentive recipients were granted.
During the Reporting Period, the total share capital of the Company increased from 345,795,829 shares to 348,282,702 shares, an increase of 2,486,873 shares. This includes an increase of 314,817 unrestricted flow-through shares, resulting from the exercise of the rights of the first stock option granted under the Incentive Plan and an increase of 2,172,056 restricted shares for equity incentives, resulting from the completion of the registration of the restricted shares reserved for the grant of restricted shares under the Incentive Plan.
4. Quarterly financial statements
(i) Financial statements
1. Consolidated balance sheet
Compilation unit: Bluebird Fire Co., Ltd
Published: September 30, 2021
Legal representative: Cai Weimin Person in charge of accounting work: Gao Junyan The person in charge of the accounting institution: Ren Chunyan
2. Consolidate the income statement from the beginning of the year to the end of the reporting period
3. Consolidate the cash flow statement from the beginning of the year to the end of the reporting period
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