Securities code: 000768 securities abbreviation: Avic Xi’An Aircraft Industry Group Company Ltd(000768) Announcement No.: 2021-060 Avic Xi’An Aircraft Industry Group Company Ltd(000768)
Announcement of resolutions of the third extraordinary general meeting of shareholders in 2021
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.
Special tips:
● the shareholders’ meeting did not veto the proposal.
● this shareholders’ meeting does not involve changing the resolutions passed at previous shareholders’ meetings.
1、 Convening of the meeting
(i) Meeting time
Site meeting time: December 23, 2021 (Thursday) 14:50 PM; online voting time: the voting time through the trading system of Shenzhen stock exchange is 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on December 23, 2021; the voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 am on December 23, 2021 to 15:00 pm on December 23, 2021.
（2） Venue: conference room 6, Xi’an air ground support center, No. 1, Xifei Avenue, Yanliang District, Xi’an city.
（3） Holding method: combination of on-site voting and online voting
（4） Convener: Board of directors
（5） Moderator: Mr. Wu Zhipeng, chairman
（6） This meeting complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Attendance at meetings
(i) General situation of shareholders attending the meeting
There are 126 shareholders voting on site and online, with 1634029647 representative shares, accounting for 59.0191% of the total voting shares of the company, including 4 shareholders voting on site, with 297600 representative shares, accounting for 0.0107% of the total voting shares of the company; 122 shareholders voted through the Internet, representing 1633732047 shares, accounting for 59.0084% of the total voting shares of the company.
（2） General situation of minority shareholders attending the meeting
There are 121 shareholders voting on site and online, representing 113595429 shares, accounting for 4.1029% of the total voting shares of the company, including 2 shareholders voting on site, representing 293100 shares, accounting for 0.0106% of the total voting shares of the company; 119 shareholders voted online, representing 113302329 shares, accounting for 4.0923% of the total voting shares of the company.
（3） The directors, supervisors, Secretary of the board of directors and witness lawyers of the company attended the meeting, and some senior managers of the company attended the meeting as nonvoting delegates.
3、 Deliberation and voting of proposals
The meeting adopted the combination of on-site open ballot and online voting for the proposals listed in the meeting notice.
After voting, the meeting formed the following resolutions:
(i) Approve the amendment of the
<公司章程>
Proposal for
Total voting: 1586613849 shares were approved, accounting for 97.0982% of the shares held by all shareholders attending the meeting; Against 47320998 shares, accounting for 2.8960% of the shares held by all shareholders attending the meeting; 94800 shares abstained, accounting for 0.0058% of the total number of valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 66179631 shares were approved, accounting for 58.2591% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 47320998 shares, accounting for 41.6575% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting.
See cninfo.com for the full text of the revised articles of association.
（2） Approve the amendment of the
<董事会议事规则>
Proposal for
Total voting: 1586904449 shares were approved, accounting for 97.1160% of the shares held by all shareholders attending the meeting; Against 47030398 shares, accounting for 2.8782% of the shares held by all shareholders attending the meeting; 94800 shares abstained, accounting for 0.0058% of the total number of valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 66470231 shares were approved, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 47030398 shares, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting.
The revised rules of procedure of the board of directors of the company are detailed in Annex II: rules of procedure of the board of directors of the articles of Association published on cninfo.com.
（3） Approve the proposal on nominating candidates for directors of the eighth board of directors
At the meeting, Mr. Chen Weiguang was elected as a director of the eighth board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the current board of directors.
Total voting: 1586904449 shares were approved, accounting for 97.1160% of the shares held by all shareholders attending the meeting; Against 47030398 shares, accounting for 2.8782% of the shares held by all shareholders attending the meeting; 94800 shares abstained, accounting for 0.0058% of the total number of valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 66470231 shares were approved, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 47030398 shares, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting.
（4） Approve the proposal on the estimated amount of daily connected transactions in 2022 Total voting: 66470231 shares were approved, accounting for 58.5149% of the shares held by all shareholders attending the meeting; Against 47030398 shares, accounting for 41.4017% of the shares held by all shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 66470231 shares were approved, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 47030398 shares, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting.
This proposal involves related party transactions. When voting on the above proposal, the related shareholders China Aviation Industry Group Co., Ltd., Xi’an Aircraft Asset Management Co., Ltd., AVIC Investment Holding Co., Ltd., Lei Yanzheng and Wu Jiwen withdrew. The 1520434218 shares of the company held by the above related shareholders are not included in the total number of effective voting shares of this proposal.
（5） Approve the proposal on the expected financial business quota with AVIC Finance Co., Ltd. in 2022
Total voting: 66179631 shares were approved, accounting for 58.2591% of the shares held by all shareholders attending the meeting; Against 47320998 shares, accounting for 41.6575% of the shares held by all shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 66179631 shares were approved, accounting for 58.2591% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 47320998 shares, accounting for 41.6575% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting.
This proposal involves related party transactions. When voting on the above proposal, the related shareholders China Aviation Industry Group Co., Ltd., Xi’an Aircraft Asset Management Co., Ltd., AVIC Investment Holding Co., Ltd., Lei Yanzheng and Wu Jiwen withdrew. The 1520434218 shares of the company held by the above related shareholders are not included in the total number of effective voting shares of this proposal.
（6） Approve the proposal on capital increase of Shaanxi Aircraft Industry Co., Ltd. by means of asset transfer
Total voting: 1586904449 shares were approved, accounting for 97.1160% of the shares held by all shareholders attending the meeting; Against 47030398 shares, accounting for 2.8782% of the shares held by all shareholders attending the meeting; 94800 shares abstained, accounting for 0.0058% of the total number of valid voting shares held by all shareholders attending the meeting.
Total voting of minority shareholders: 66470231 shares were approved, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 47030398 shares, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 shares were abstained, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting.
4、 Legal opinions issued by lawyers
(i) Name of law firm: Beijing Jiayuan law firm
（2） Witness lawyers: Guo Bin, Yan Siyu
（3） Lawyer’s opinion: the convening and convening procedures, the main qualification of the convener, the main qualification of the meeting host, the main qualification of the participants, and the voting procedures of the meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of Association, and the voting results are legal and valid.
5、 Documents for future reference
(i) Avic Xi’An Aircraft Industry Group Company Ltd(000768) resolution of the third extraordinary general meeting of shareholders in 2021;
（2） Legal opinion on Avic Xi’An Aircraft Industry Group Company Ltd(000768) the third extraordinary general meeting of shareholders in 2021 issued by Beijing Jiayuan law firm.
It is hereby announced.
Avic Xi’An Aircraft Industry Group Company Ltd(000768) board of directors
December 24, 2021
