Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi’an to: Avic Xi’An Aircraft Industry Group Company Ltd(000768)
Beijing Jiayuan law firm
About Avic Xi’An Aircraft Industry Group Company Ltd(000768)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
Entrusted by the board of directors of Avic Xi’An Aircraft Industry Group Company Ltd(000768) (hereinafter referred to as “the company”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) assigned lawyers to attend the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting”) for legal witness, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) According to the provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the articles of association, the legal opinions issued are as follows:
1、 Convening and convening procedures of this conference
The general meeting shall be convened by the board of directors of the company; The meeting shall be held by combining on-site voting and online voting; The notice of the meeting was published in China Securities Journal and securities times in the form of announcement on December 7, 2021 and published on http://www.cn.info.com.. CN. The meeting was held as scheduled in conference room 6 of Xi’an air ground support center, No. 1 Xifei Avenue, Yanliang District, Xi’an on December 23, 2021. The meeting was presided over by Mr. Wu Zhipeng, chairman of the company.
The lawyers of the firm believe that the convening, convening procedures and the main qualification of the convener of the general meeting are in line with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel attending the conference
1. There were 4 shareholders and their agents attending the on-site meeting of the general meeting, representing 297600 shares, accounting for 0.0107% of the total shares of the company. The above shareholders hold relevant certificates of shareholding, and the entrusted agent holds a written power of attorney.
2. According to the data provided by Shenzhen Securities Information Co., Ltd., the shareholders participating in the online voting of the general meeting
There are 122 persons in total, representing 1633732047 shares, accounting for 59.0084% of the total shares of the company.
3. A total of 126 shareholders and shareholders’ agents participated in the voting of the general meeting, with 1634029647 representative shares, accounting for 59.0191% of the total shares of the company (including 121 minority shareholders participating in the voting of the general meeting, with 113595429 representative shares, accounting for 4.1029% of the total shares of the company). 4. Other persons attending the meeting are the company’s directors, supervisors, Secretary of the board of directors and witness lawyers. Some senior managers of the company attended the meeting as nonvoting delegates.
Verified by our lawyers, the personnel attending the meeting have legal qualifications.
3、 The meeting did not vote on matters not listed in the meeting notice, and did not veto or modify the proposals included in the meeting agenda.
4、 Voting procedure of this meeting
1. The on-site meeting of the conference began at 14:50 p.m. on December 23, 2021 and ended at 17:00 p.m. The shareholders and their proxies who participated in the on-site voting of the general meeting deliberated on the proposals listed in the meeting notice and voted by open ballot; The votes shall be counted by three scrutineers (including two shareholder representatives and one supervisor representative) and the witness lawyer, and the scrutineer’s representative shall announce the on-site voting results on the spot.
2. The online voting time of this conference through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 23, 2021; The time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 a.m. on December 23, 2021.
The online voting result data of this conference is provided by Shenzhen Securities Information Co., Ltd.
3. At the meeting, the scrutineer’s representative shall announce the voting results on the spot; The meeting minutes have been prepared, signed and filed by all directors attending the meeting and the Secretary of the board of directors.
4. Voting results
Proposal 1: on amendment
<公司章程>
Proposal for
1586613849 affirmative votes, accounting for 97.0982% of the total number of valid voting shares attending the meeting; 47320998 negative votes, accounting for 2.8960% of the total number of valid voting shares attending the meeting; 94800 abstention votes, accounting for 0.0058% of the total number of valid voting shares attending the meeting and 58.2591% of the total number of voting shares; 47320998 negative votes, accounting for 41.6575% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 abstention votes, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting).
The above proposal was adopted by more than two-thirds of the effective voting rights of the general meeting.
Proposal 2: on amendment
<董事会议事规则>
Proposal for
1586904449 affirmative votes, accounting for 97.1160% of the total number of valid voting shares attending the meeting; 47030398 negative votes, accounting for 2.8782% of the total number of valid voting shares attending the meeting; 94800 abstentions, Accounting for 0.0058% of the total number of valid voting shares attending the meeting (including 66470231 affirmative votes of minority shareholders, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; 47030398 negative votes, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 abstention votes, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting).
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
Proposal 3: proposal on nominating candidates for directors of the eighth board of directors
1586904449 affirmative votes, accounting for 97.1160% of the total number of valid voting shares attending the meeting; 47030398 negative votes, accounting for 2.8782% of the total number of valid voting shares attending the meeting; 94800 abstentions, Accounting for 0.0058% of the total number of valid voting shares attending the meeting (including 66470231 affirmative votes of minority shareholders, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; 47030398 negative votes, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 abstention votes, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting).
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
Proposal 4: proposal on the estimated amount of daily connected transactions in 2022
66470231 affirmative votes, accounting for 58.5149% of the total number of valid voting shares attending the meeting; 47030398 negative votes, accounting for 41.4017% of the total number of valid voting shares attending the meeting; 94800 abstentions, Accounting for 0.0835% of the total number of valid voting shares attending the meeting (including 66470231 affirmative votes of minority shareholders, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; 47030398 negative votes, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 abstention votes, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting).
During the deliberation of 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 gave up their voting rights, and the total shares held by them were not included in the total number of effective voting shares.
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
Proposal 5: proposal on the expected financial business quota with AVIC Finance Co., Ltd. in 2022
66179631 affirmative votes, accounting for 58.2591% of the total number of valid voting shares attending the meeting; 47320998 negative votes, accounting for 41.6575% of the total number of valid voting shares attending the meeting; 94800 abstentions, Accounting for 0.0835% of the total number of valid voting shares attending the meeting (including 66179631 affirmative votes of minority shareholders, accounting for 58.2591% of the total number of valid voting shares held by minority shareholders attending the meeting; 47320998 negative votes, accounting for 41.6575% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 abstention votes, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting).
During the deliberation of 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 gave up their voting rights, and the total shares held by them were not included in the total number of effective voting shares.
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
Proposal 6: the proposal on capital increase of Shaanxi Aircraft Industry Co., Ltd. by means of asset transfer has 1586904449 affirmative votes, accounting for 97.1160% of the total effective voting shares attending the meeting; 47030398 negative votes, accounting for 2.8782% of the total number of valid voting shares attending the meeting; 94800 abstentions, Accounting for 0.0058% of the total number of valid voting shares attending the meeting (including 66470231 affirmative votes of minority shareholders, accounting for 58.5149% of the total number of valid voting shares held by minority shareholders attending the meeting; 47030398 negative votes, accounting for 41.4017% of the total number of valid voting shares held by minority shareholders attending the meeting; 94800 abstention votes, accounting for 0.0835% of the total number of valid voting shares held by minority shareholders attending the meeting).
The above proposal was adopted by more than half of the effective voting rights of the general meeting.
The lawyers of the firm believe that the voting procedures of the general meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the resolutions of the meeting are consistent with the voting results.
In conclusion, 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 of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.
I hereby write to you (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jiayuan law firm on the third extraordinary general meeting of shareholders in Avic Xi’An Aircraft Industry Group Company Ltd(000768) 2021)
Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Guo Bin
Handling lawyer: Yan Siyu
December 23, 2021
