Securities code: 002260 securities Name: Dea General Aviation Holding Co.Ltd(002260) Announcement No.: 2022-023 Dea General Aviation Holding Co.Ltd(002260)
Announcement on receiving the decision on ordering corrective measures for Dea General Aviation Holding Co.Ltd(002260)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Dea General Aviation Holding Co.Ltd(002260) (hereinafter referred to as “the company”) received the decision on taking corrective measures against Dea General Aviation Holding Co.Ltd(002260) (No. (2022) 26) issued by Guangdong Securities Regulatory Bureau on February 17, 2022, and hereby announced the relevant matters as follows:
Dea General Aviation Holding Co.Ltd(002260) ：
After investigation, your company has the following violations:
1、 The operation of corporate governance is not standardized
First, on December 30, 2021, your company held the third extraordinary general meeting of shareholders in 2021. Some shareholders went to the site to attend the meeting. When they presented their identity certificates, shareholder certificates and other materials, your company refused relevant personnel to enter the company, resulting in their inability to vote at the site of the general meeting of shareholders of the company. On the same day, relevant shareholders conducted online voting respectively, but your company and the witness lawyer of the general meeting of shareholders determined that the voting of relevant shareholders did not comply with the agreement on concerted action and entrusted voting rights and was not effective. Therefore, the online voting of relevant shareholders (involving 100.8 million shares, accounting for 18.10% of the total share capital of the company) was not included in the voting results of various proposals. In the verification work of our bureau, your company cannot provide a reasonable basis for refusing relevant shareholders to enter the company, and your company and relevant lawyers cannot provide the laws and regulations that determine that the online voting of relevant shareholders is not included in the voting results. The above-mentioned acts violate the provisions of articles 23 and 25 of the rules for the general meeting of shareholders of listed companies. Second, in December 2021, without the authorization of the board of directors to act as the general manager in time, the relevant deputy general manager of your company exercised the functions and powers of the general manager and handled important internal approval matters such as the company’s seal and funds. The above situation violates the relevant provisions of Article 191 of the articles of association and Article 53 of the standards for the governance of listed companies (CSRC announcement (2018) No. 29).
2、 Inaccurate information disclosure on corporate governance operation
In the announcement of “reply to the letter of concern about Dea General Aviation Holding Co.Ltd(002260) ” issued by Shenzhen Stock Exchange on February 12, 2022, your company believes that “the company has a sound corporate governance structure and internal control system and operates normally”, and the information disclosure is inconsistent with the actual situation of the company. The above-mentioned acts violate the provisions of Article 3 of the measures for the administration of information disclosure of listed companies (Order No. 182 of the CSRC). In accordance with Article 48 of the rules for the general meeting of shareholders of listed companies (CSRC announcement (2016) No. 22) and Article 52 of the measures for the administration of information disclosure of listed companies (CSRC Order No. 182), our bureau has decided to take administrative regulatory measures to order your company to make corrections. Your company should attach great importance to the above problems, take effective measures to make practical rectification, and perform the obligation of information disclosure truthfully, accurately, completely, timely and fairly according to law. At the same time, the company should conduct internal accountability for the relevant responsible personnel, submit the rectification report and internal accountability to our bureau within 30 days after receiving this decision, and copy it to Shenzhen Stock Exchange.
If you are not satisfied with this supervision and management measure, you can apply for administrative reconsideration to the China Securities Regulatory Commission within 60 days from the date of receiving this decision; It may also bring a lawsuit to the people’s court with jurisdiction within 6 months from the date of receiving this decision. During the period of reconsideration and litigation, the above supervision and management measures shall not be suspended. It is hereby announced.
Dea General Aviation Holding Co.Ltd(002260) board of directors February 18, 2022
