Securities code: 002179 securities abbreviation: Avic Jonhon Optronic Technology Co.Ltd(002179) announcement Code: 2021-084 Avic Jonhon Optronic Technology Co.Ltd(002179)
Announcement on resolutions of the 14th meeting of the 6th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as “the company” or ” Avic Jonhon Optronic Technology Co.Ltd(002179) “) ）The 14th meeting of the 6th board of supervisors was held by means of communication on December 27, 2021. The notice and meeting materials of this meeting have been sent to all supervisors in writing and e-mail on December 21, 2021. There are 5 supervisors who should vote at the meeting and 5 supervisors who actually vote. The convening and voting procedures of this meeting comply with relevant laws, regulations, rules and the articles of association.
The meeting was presided over by Mr. Zhao Yong, chairman of the board of supervisors. After careful deliberation and voting, the participating supervisors passed the following proposals:
1、 The meeting deliberated and adopted the “proposal on Amending the rules of procedure of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of supervisors” with 5 affirmative votes, 0 negative votes and 0 abstention votes.
After deliberation, the members of the board of supervisors unanimously agreed that the revised rules of procedure of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of supervisors comply with the company law and other relevant laws and regulations, as well as the actual situation of the company and the needs of management.
See the annex for the details of the amendment of the rules of procedure of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of supervisors, and see the full text of the revised rules of procedure of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of supervisors on cninfo.com. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The meeting considered and adopted the “proposal on the achievement of unlocking conditions in the first unlocking period of the company’s A-share restricted stock incentive plan (phase II)” with 5 affirmative votes, 0 negative votes and 0 abstention votes.
The members of the board of supervisors unanimously agreed that the contents and procedures related to the achievement of unlocking conditions in the first unlocking period of the company’s A-share restricted stock incentive plan (phase II) comply with the administrative measures for equity incentive of listed companies And other laws and regulations and relevant provisions of the company. The fulfillment of unlocking performance conditions, individual performance appraisal of incentive objects and restricted stocks that can be unlocked during the unlocking period are legal and effective. The board of supervisors agreed to unlock the restricted shares.
3、 The meeting considered and adopted the “proposal on repurchase and cancellation of some restricted shares in the restricted stock incentive plan” with 5 affirmative votes, 0 negative votes and 0 abstention votes.
After checking the repurchase and cancellation of restricted shares, the board of supervisors held that according to the administrative measures for equity incentive of listed companies and other laws and regulations and the revised draft of A-share restricted stock incentive plan (phase II) of the company According to relevant regulations, as 7 incentive objects need to buy back and cancel some restricted shares due to resignation, job transfer and personal performance appraisal failing to meet the 100% unlocking requirements, the board of supervisors verified the number and the list of incentive objects involved, and agreed to buy back and cancel 74669 restricted shares granted but not unlocked.
Avic Jonhon Optronic Technology Co.Ltd(002179) board of supervisors
December 28, 2001
enclosure:
Comparison table of amendments to Avic Jonhon Optronic Technology Co.Ltd(002179) rules of procedure of the board of supervisors
Remarks before and after revision
Article 2 the board of supervisors is the supervisory organ of the general meeting of shareholders. Article 2 the board of supervisors is the supervisory organ of the general meeting of shareholders, and the supervisors
The board of supervisors performs the supervisory functions entrusted by the general meeting of shareholders, performs the supervisory functions entrusted by the general meeting of shareholders, and is responsible for and reports to the general meeting of shareholders. Will be responsible and report.
Article 3 the members of the board of supervisors shall be in accordance with the articles of association. Article 3 the members of the board of supervisors shall be composed of five persons in accordance with the articles of association, including three shareholders’ representatives and two supervisors, including three shareholders’ representatives and two employees’ representatives. The term of office of the supervisor is three years, and two supervisors can be appointed in succession. The term of office of the supervisor is three years and can be re elected.
Re elected. If the supervisor fails to be re elected in time after the expiration of his term of office, or the supervisor resigns within the revised term of office, resulting in the number of members of the board of supervisors being less than the quorum, the
Before the newly elected supervisor takes office, the original supervisor shall act in accordance with the law
Perform the duties of supervisor in accordance with laws and regulations and this chapter.
Article 7 the board of supervisors shall exercise the following functions and powers: Article 7 the board of supervisors shall exercise the following functions and powers:
(i) If he has served as a director, general manager of the company and (I) has served as a director, general manager and other senior managers of the company, he cannot serve as a supervisor of the company, and cannot serve as a supervisor of the company
Administrative position; Service;
（2） Check the company’s finance; (2) check the company’s finance and establish and implement the board of directors
（3） Supervisors shall supervise the internal control of directors and senior managers of the company; supervisors shall abide by relevant laws, administrative regulations and departmental rules; (III) supervisors shall supervise the normative documents of directors and senior managers of the company and the stock listing rules Shenzhen securities shall abide by relevant laws, administrative regulations, departmental rules, normative documents regulating the operation of companies listed on the SME Board of the stock exchange, stock listing rules, Shenzhen Stock Exchange Guidelines, other relevant provisions of Shenzhen Stock Exchange and the articles of association, and supervise the standardized operation guidelines of listed companies of Shenzhen stock exchange and other relevant behaviors of Shenzhen Stock Exchange and the performance of corporate duties. The directors, regulations, articles of association and senior managers who perform their duties of the company shall truthfully provide relevant supervision to the supervisors. The directors and senior managers shall truthfully report the situation and materials to the supervisors, and shall not hinder the supervisors from exercising their functions and powers; The provision of relevant information and materials shall not prevent the supervisors from exercising their functions and powers. (4) the supervisors violate their functions and powers in the process of performing their supervisory duties;
Against laws, administrative regulations, departmental rules Normative text (IV) in the process of performing their supervisory duties, the supervisors shall be responsible for the violation of the amendments, the stock listing rules, the laws, administrative regulations, departmental rules, normative documents of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the SME board, and the stock Listing Rules of Shenzhen Stock Exchange . the directors and senior managers of the listed company of Shenzhen Stock Exchange, other relevant provisions of the company’s articles of association or the guidelines for the standardized operation of the resolution of the general meeting of shareholders, other relevant provisions of Shenzhen Stock Exchange and public discussion may propose to remove the directors and senior managers of the company’s articles of association or the resolution of the general meeting of shareholders
Recommendations of the; Members of the Commission may put forward proposals for removal;
（5） The supervisors found that the directors, senior managers and the company (V) supervisors found that the directors, senior managers and the company violated laws, administrative regulations, departmental rules, laws, administrative regulations, departmental rules, normative documents, stock listing rules, Shenzhen Securities documents and stock listing rules . the standardized operation guidelines of listed companies listed on the SME Board of Shenzhen Stock Exchange, other relevant guidelines of Shenzhen Stock Exchange, other relevant provisions of Shenzhen Stock Exchange, articles of association or regulations, articles of association or resolutions of the general meeting of shareholders, and the acts that have been resolved by the general meeting of shareholders have caused or may cause significant losses to the company or the company, In case of causing heavy losses to the company, it shall timely report to the board of directors, the board of directors and the board of supervisors, submit a report to the board of directors and the board of senior supervisors, submit a report to the board of directors and senior management level managers for correction, correct it to the CSRC and Shenzhen, and report to the CSRC, Shenzhen Stock Exchange or stock exchange or other relevant departments;
Reports from other relevant departments; （6） Supervisors shall be responsible for the performance of duties of independent directors
（6） The supervisor shall supervise the performance of duties by independent directors, pay full attention to whether the independent directors continue to have their own independence, whether they have enough time and energy to have their own independence, whether they have enough time and energy to effectively perform their duties, and whether they are effectively performed by the main energy of the company Whether the bank’s duties are improperly influenced by shareholders, actual controllers or non independent directors, supervisors, major shareholders of the company, actual controllers or non independent directors in the performance of duties; Improper influence of directors, supervisors and senior managers; （7） The supervisor shall supervise the implementation of the special committee of the board of directors (7) the supervisor shall supervise the implementation of the special committee of the board of directors, inspect the performance of the members of the special committee of the board of directors, inspect whether the special committee of the board of directors performs its duties in accordance with the rules of procedure of the special committee of the board of directors, and whether the members are responsible in accordance with the rules of procedure of the special committee of the board of directors;
Perform their duties; （8） It is proposed to convene an extraordinary general meeting of shareholders without the approval of the board of directors
（8） Propose to convene an extraordinary general meeting of shareholders, and convene and preside over the general meeting of shareholders when the board of directors performs the functions of convening and presiding over the general meeting of shareholders specified in the company law and fails to perform the duties of convening and presiding over the general meeting of shareholders specified in the company law;
Convene and preside over the general meeting of shareholders when performing its duties; （9） Put forward proposals to the general meeting of shareholders;
（9） Put forward proposals to the general meeting of shareholders; (10) in accordance with Article 151 of the company law
（10） In accordance with the provisions of Article 151 of the company law, propose provisions against directors and senior managers on behalf of the company, and initiate litigation against directors and senior managers on behalf of the company;
Bring a lawsuit against the Ombudsman; （11） If the company’s operation is found to be abnormal, it can be carried out
（11） If it is found that the operation of the company is abnormal, it can be investigated; if necessary, it can hire accounting firms and law firms to investigate; if necessary, it can hire professional institutions such as accounting firms and law firms to assist them in their work, and the expenses shall be borne by the company law firms and other professional institutions to assist them in their work;
Borne by the company; （12） The supervisors shall review the major matters of the listed company with reference to
（12） Supervisors shall review the major issues of listed companies and participate in the third section of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. In accordance with the relevant provisions of section III of the chapter on the listed companies on the SME Board of Shenzhen Stock Exchange on the deliberation of major issues by directors, the supervisors shall implement the third section of Chapter III of the guidelines for the standardized operation of major companies;
The relevant provisions of the review shall be implemented. （13） Provisions of national laws, regulations and the articles of Association
Other functions and powers.
——Article 8 the chairman of the board of supervisors shall keep abreast of all matters of the board of supervisors in a timely manner
Implementation of resolutions and requirements, and
Supervise and inspect; Put forward rectification and new requirements for the problems found; The inspection results and major problems found are listed below
Report at the meeting of the board of supervisors.
Article 18 the board of supervisors supervises the company through audit Article 19 the board of supervisors supervises the company’s finance and business through audit. The internal audit work is under the supervision of the board of directors and business. The board of supervisors may, if it deems it necessary
Under the leadership; When the board of supervisors deems it necessary, it may require the audit department to revise the company’s financial and business problems, order the audit department to audit the company’s financial and business problems, and submit a written audit report to the board of supervisors. Audit the project and submit a written audit report to the board of supervisors.
——Article 20 the board of supervisors shall set up an office of the board of supervisors, which shall be responsible for handling
Daily affairs of the board of supervisors, carrying out the work of the board of supervisors and formulating the supervision
Rules and regulations of the board of directors; Track and understand the implementation of the resolutions of the board of supervisors and new matters required, and require relevant personnel to report to the supervisor in time
Report of the chairman of the board.
