Securities code: 000415 securities abbreviation: Bohai Leasing Co.Ltd(000415) Announcement No.: 2022-004 Bohai Leasing Co.Ltd(000415)
Announcement of the resolution of the first interim Board of directors in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings of the board of directors
Bohai Leasing Co.Ltd(000415) (hereinafter referred to as ” Bohai Leasing Co.Ltd(000415) ” or “the company”) sent the notice of the meeting by means of communication on February 12, 2022, and held the first interim Board of directors in 2022 by means of communication on February 15, 2022. 9 directors should be present at the meeting, 8 directors actually present, and 1 person is authorized to entrust. The director, Mr. Wang Jingran, is unable to attend the meeting due to official reasons, and authorizes the entrusted director, Mr. Ma Weihua, to exercise the voting right. Mr. Zhang can, the proposed director, and Mr. Tong Zhisheng, the proposed deputy manager, attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Jinchuan, chairman of the company. The convening, convening and voting procedures of the meeting comply with relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the Bohai Leasing Co.Ltd(000415) articles of association.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the wholly-owned subsidiary of avolon Holdings Limited and asiaaviation capital limited to carry out the sale and leaseback business of 12 aircraft
Voting results: 9 in favor, 0 abstention and 0 against, and passed by vote.
In order to seize the opportunity of aircraft sale and leaseback market, commit to long-term layout, stabilize the aircraft leasing market share in the Asia Pacific region and enhance the company’s competitiveness in the global aircraft leasing market, Avolon Holdings Limited, the holding subsidiary of the company, signed relevant agreements with asiaaviation Capital Limited (hereinafter referred to as aacl), the wholly-owned subsidiary of AirAsia Berhad, through avolon leasing Ireland 3 Limited (hereinafter referred to as “avolon Ireland 3”) on February 16, 2022, With the company, it carried out the sale and leaseback business of 12 a321neo aircraft. Avolon Ireland 3 purchased 12 a321neo aircraft from aacl. The market price of the 12 aircraft is about US $71.8 million (equivalent to about RMB 4521043400 based on the central parity of US dollar to RMB 1:6.3605). On this basis, the actual purchase price shall be determined by both parties through negotiation. At the same time, the 12 aircraft will be leased to aacl after purchase, of which 6 aircraft will be delivered in 2024 and 6 aircraft will be delivered in 2025. The lease term is 12 years. The rent level is reached on the basis of referring to the rent level of the same type of aircraft in the market in the same period. The rent will be calculated and collected after the aircraft is officially delivered and leased.
For details, please refer to the company’s publication in the securities times, Shanghai Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on aircraft sale and leaseback business between the wholly-owned subsidiary of avolon Holdings Limited and asiaaviation Capital Limited.
2. Deliberated and passed the proposal on employing the company’s 2021 financial audit institution
Voting results: 9 in favor, 0 abstention and 0 against, and passed by vote.
In order to ensure the unified coordination of the company’s domestic and foreign financial audit and the smooth progress of the company’s annual financial audit, the company plans to hire Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s 2021 financial audit institution to provide the company with financial statement audit, special audit and other relevant consulting services, The employment period is one year, and the amount of audit fee is 2.8 million yuan (including taxes, excluding prepaid expenses such as travel expenses and printing expenses).
Ernst & Young Huaming Certified Public Accountants (special general partnership) has the audit qualification of securities and futures related businesses, and has many years of experience and ability to provide financial audit services for listed companies, which can meet the requirements of the company’s financial audit in 2021.
For details, please refer to the company’s publication in the securities times, Shanghai Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on the renewal of the appointment of accounting firms.
The independent directors of the company have issued prior approval opinions and independent opinions on this proposal. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on relevant proposals of the first interim Board of directors in 2022 and independent opinions of independent directors on relevant proposals of the first interim Board of directors in 2022.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. Deliberated and passed the proposal on hiring the company’s internal control audit institution in 2021
Voting results: 9 in favor, 0 abstention and 0 against, and passed by vote.
According to the relevant requirements of China Securities Regulatory Commission on the implementation of internal control norms in listed companies, and upon the proposal of the audit committee of the board of directors of the company, the company plans to hire Ernst & Young Huaming Certified Public Accountants (special general partnership) as the internal control audit institution of the company in 2021, and the amount of audit fee is RMB 1.84 million (including taxes, travel expenses, printing fees and other prepaid expenses).
Ernst & Young Huaming Certified Public Accountants (special general partnership) has the audit qualification of securities and futures related businesses and many years of experience and ability to provide audit services for listed companies, and is competent for the internal control audit of the company. For details, please refer to the company’s publication in the securities times, Shanghai Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on the renewal of the appointment of accounting firms.
The independent directors of the company have issued prior approval opinions and independent opinions on this proposal. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on relevant proposals of the first interim Board of directors in 2022 and independent opinions of independent directors on relevant proposals of the first interim Board of directors in 2022.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. Deliberated and passed the proposal on the election of non independent directors of the 10th board of directors of the company
Voting results: 9 in favor, 0 abstention and 0 against, and passed by vote.
Due to job adjustment, Mr. Zhuo Yiqun, a director of the company, applied for resignation as a director and will no longer hold other positions in the company after resignation. Mr. Zhuo Yiqun was diligent and conscientious during his tenure as a director of the company. The board of directors of the company expressed heartfelt thanks to Mr. Zhuo Yiqun for his outstanding contribution to the company.
Recommended by the shareholder HNA Capital Group Co., Ltd. and reviewed and approved by the nomination committee of the board of directors of the company, it is proposed to elect Mr. Zhang can as a director of the 10th board of directors of the company, with a term of office from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the 10th board of directors of the company. (attached to Mr. Zhang can’s resume) after the election of the above director candidates, the total number of directors concurrently serving as the company’s senior management and staff representatives in the board of directors does not exceed half of the total number of directors of the company.
The independent directors of the company have expressed independent opinions on this proposal. For details, see the company’s publication on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant proposals of the first interim Board of directors in 2022.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. Review and pass the proposal on the appointment of deputy managers of the company
Voting results: 9 in favor, 0 abstention and 0 against, and passed by vote.
According to Article 124 of the articles of association, the company has four deputy managers who are appointed or dismissed by the board of directors.
Nominated by Mr. Ma Weihua, the company’s manager (CEO), and reviewed and approved by the nomination committee of the board of directors, the board of directors of the company appointed Mr. Tong Zhisheng as the deputy manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the 10th board of directors of the company. (Mr. Tong Zhisheng’s resume is attached)
The independent directors of the company have expressed independent opinions on this proposal. For details, see the company’s publication on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant proposals of the first interim Board of directors in 2022.
6. Deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
Voting results: 9 in favor, 0 abstention and 0 against, and passed by vote.
The board of directors of the company decided to hold the first extraordinary general meeting of shareholders of the company in 2022 on March 4, 2022. For the notice of the general meeting of shareholders, see the company’s publication in the securities times, Shanghai Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference
1. Bohai Leasing Co.Ltd(000415) resolution of the first interim Board of directors in 2022;
2. Bohai Leasing Co.Ltd(000415) prior approval opinions of independent directors on relevant proposals of the first interim Board of directors in 2022;
3. Bohai Leasing Co.Ltd(000415) independent opinions of independent directors on relevant proposals of the first interim Board of directors in 2022.
It is hereby announced.
Bohai Leasing Co.Ltd(000415) board of directors February 16, 2022
Resume attached:
Zhang can, male, born in 1981, Bachelor of accounting from Wuhan University and master of business administration from Columbia University. He was the financial director of Hong Kong Airlines Limited and a director of Swissport group. He is currently the deputy chief financial officer of HNA Group Co., Ltd., chairman of the board of directors and chief executive officer of CWT International (hk00521). Mr. Zhang can is not allowed to be nominated as a director of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; Mr. Zhang can is a director recommended by HNA Capital Group Co., Ltd., the controlling shareholder of the company, and has no relationship with other directors, supervisors and senior managers of the company; Mr. Zhang can does not hold shares of the company; Does not belong to the dishonest person to be executed; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
Tong Zhisheng, male, born in 1976, master of business administration, senior accountant and senior economist. He once served as the assistant to the president of Tianjin Bohai Leasing Co.Ltd(000415) Co., Ltd., Bohai Leasing Co.Ltd(000415) vice president and chief financial officer, and the chairman of Hengqin International Financial Leasing Co., Ltd. Since 2017, he has successively served as the general manager, deputy chief financial officer and chief financial officer of the planning and Finance Department of HNA Capital Group Co., Ltd. He is currently the chairman of the board of supervisors of HNA Group Finance Co., Ltd., the director of HNA Group North headquarters (Tianjin) Co., Ltd., the executive director and manager of Tianjin Lianda Yongzhi Enterprise Management Consulting Co., Ltd., the executive director and general manager of Horgos Lianda Yongming Equity Investment Management Co., Ltd., and the executive director and manager of HNA Venture Capital Management Co., Ltd.
Mr. Tong Zhisheng is not allowed to be nominated as a senior manager of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; Mr. Tong Zhisheng has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Mr. Tong Zhisheng holds 55800 shares of the company; Does not belong to the dishonest person to be executed; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
