Securities code: 002179 securities abbreviation: Avic Jonhon Optronic Technology Co.Ltd(002179) announcement Code: 2021-083 Avic Jonhon Optronic Technology Co.Ltd(002179)
Announcement on resolutions of the 19th meeting of the 6th board of directors
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.
Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as “the company” or “the company”) ）The 19th meeting of the 6th board of directors was held by means of communication on December 27, 2021. The notice and meeting materials of this meeting have been sent to all directors in writing and e-mail on December 21, 2021. There are 9 directors who should vote at the meeting and 9 directors who actually vote. The notice, convening and the number of directors attending the meeting all comply with relevant laws, regulations, rules and the articles of association. The meeting was presided over by chairman Guo Zeyi. After careful deliberation and voting, the participating directors passed the following proposals:
1、 The meeting deliberated and adopted the “proposal on Amending the articles of association of AVIC Optoelectronics Technology Co., Ltd. and reducing the registered capital” with 9 votes in favor, 0 against and 0 abstention. See the annex for the details of the revision, and see cninfo.com for the full text of the revised articles of association. The final amendments to the articles of association of AVIC Optoelectronics Technology Co., Ltd. shall be subject to the filing and registration of the company registration authority. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The meeting deliberated and adopted the “proposal on Amending the rules of procedure of the board of directors of AVIC Optoelectronics Technology Co., Ltd.” with 9 affirmative votes, 0 negative votes and 0 abstention. See the annex for the details of the revision, and see cninfo.com for the full text of the revised rules of procedure of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of directors. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 The meeting deliberated and adopted the “proposal on Amending the working rules of the Secretary of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of directors” with 9 votes in favor, 0 votes against and 0 abstentions. See the annex for the revised details, and see cninfo.com for the full text of the revised working rules of the Secretary of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of directors.
4、 The meeting deliberated and adopted the “proposal on the formulation of the Avic Jonhon Optronic Technology Co.Ltd(002179) board of directors reporting system to the general meeting of shareholders” with 9 votes in favor, 0 votes against and 0 abstentions. The full text of the Avic Jonhon Optronic Technology Co.Ltd(002179) report system of the board of directors to the general meeting of shareholders is available on cninfo.com. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5、 The meeting deliberated and adopted the “proposal on the formulation of Avic Jonhon Optronic Technology Co.Ltd(002179) authorization management system of the board of directors” with 9 votes in favor, 0 against and 0 abstention. In order to improve the decision-making efficiency of major matters and give full play to the positive role of the company’s management in “seeking operation, grasping implementation and strengthening management”, the company is agreed to formulate the Avic Jonhon Optronic Technology Co.Ltd(002179) authorization management system of the board of directors.
6、 The meeting deliberated and adopted the “proposal on formulating the working system of Avic Jonhon Optronic Technology Co.Ltd(002179) general manager reporting to the board of directors” with 9 votes in favor, 0 against and 0 abstention. In order to clarify the general manager’s reporting procedures to the board of directors and implement the general manager’s accountability mechanism to the board of directors, the company is agreed to formulate the Avic Jonhon Optronic Technology Co.Ltd(002179) general manager’s reporting system to the board of directors.
7、 The meeting deliberated and adopted the “proposal on formulating the rules of procedure of Avic Jonhon Optronic Technology Co.Ltd(002179) general manager office meeting” with 9 votes in favor, 0 votes against and 0 abstentions. In order to standardize the decision-making authority and decision-making procedures of the general manager’s office meeting and realize the scientific and institutionalized work of the management, it is agreed that the company shall formulate the rules of procedure of Avic Jonhon Optronic Technology Co.Ltd(002179) general manager’s office meeting.
8、 The meeting deliberated and adopted the “proposal on the formulation of the Avic Jonhon Optronic Technology Co.Ltd(002179) management tenure system and contractual management work plan” with 9 votes in favor, 0 votes against and 0 abstentions. In order to standardize the contractual management of the tenure system of the company’s management members and cultivate a high-quality team of management members, it is agreed that the company shall formulate the Avic Jonhon Optronic Technology Co.Ltd(002179) work plan for tenure system and contractual management of management members.
9、 The meeting deliberated and adopted the “proposal on the formulation of Avic Jonhon Optronic Technology Co.Ltd(002179) management measures for the remuneration of management members” with 9 votes in favor, 0 against and 0 abstention. In order to standardize the salary management of the company’s management members and give full play to the incentive role of salary distribution, it is agreed that the company shall formulate Avic Jonhon Optronic Technology Co.Ltd(002179) management measures for the salary of management members.
10、 The meeting deliberated and adopted the “proposal on formulating the management measures for business performance assessment of Avic Jonhon Optronic Technology Co.Ltd(002179) management members” with 9 votes in favor, 0 votes against and 0 abstentions. In order to standardize the performance appraisal of the company’s management members and establish an incentive and restraint mechanism for the management members, it is agreed that the company shall formulate Avic Jonhon Optronic Technology Co.Ltd(002179) management measures for business performance appraisal of the management members. 11、 The meeting deliberated and adopted the “proposal on formulating the measures for the implementation of Avic Jonhon Optronic Technology Co.Ltd(002179) payroll and distribution management” with 9 votes in favor, 0 votes against and 0 abstentions. In order to standardize the company’s income distribution, improve the competitiveness of labor costs and give play to the role of salary incentive, it is agreed that the company shall formulate the implementation measures for the management of Avic Jonhon Optronic Technology Co.Ltd(002179) total wages and distribution.
12、 The meeting deliberated and adopted the “proposal on the formulation of Avic Jonhon Optronic Technology Co.Ltd(002179) guarantee management measures” with 9 votes in favor, 0 votes against and 0 abstentions. See cninfo.com for the full text of the Avic Jonhon Optronic Technology Co.Ltd(002179) guarantee management measures. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. 13、 The meeting deliberated and adopted the “proposal on formulating the measures for the administration of Avic Jonhon Optronic Technology Co.Ltd(002179) financing” with 9 votes in favor, 0 votes against and 0 abstentions. See cninfo.com for the full text of Avic Jonhon Optronic Technology Co.Ltd(002179) financing management measures. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
14、 When Guo Zeyi, Li Sen, Liu Yang and Han Feng avoided voting, a total of 5 directors participated in the voting, and the meeting voted 5 in favor, 0 against 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)” was deliberated and adopted with 0 abstentions. “The” announcement on the achievement of unlocking conditions in the first unlocking period of the company’s A-share restricted stock incentive plan (phase II) “was disclosed in China Securities Journal and securities times on December 28, 2021 And cninfo. Independent directors have expressed independent opinions on this proposal. See http://www.cninfo.com.cn for details. Beijing Jiayuan law firm has issued legal opinions on this motion. See cninfo.com for details.
15、 The meeting deliberated and adopted the “proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan” with 9 votes in favor, 0 votes against and 0 abstentions. “Announcement on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan” was disclosed in China Securities Journal, securities times and cninfo.com on December 28, 2021. Independent directors have expressed independent opinions on this proposal. See http://www.cninfo.com.cn for details. Beijing Jiayuan law firm has issued legal opinions on this motion. See cninfo.com for details. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
16、 The meeting deliberated and adopted the “proposal on the establishment of Nanchang Branch” with 9 votes in favor, 0 against and 0 abstention. It is agreed that the company will establish Nanchang branch to further strengthen business cooperation with customers and realize localized operation.
17、 The “proposal on convening the company’s first extraordinary general meeting in 2022 on January 14, 2022” was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions. “Notice on convening the company’s first extraordinary general meeting in 2022 on January 14, 2022” was disclosed in China Securities Journal, securities times and cninfo.com on December 28, 2021.
It is hereby announced.
Avic Jonhon Optronic Technology Co.Ltd(002179) board of directors
December 28, 2001
Annex I:
Amendment details of Avic Jonhon Optronic Technology Co.Ltd(002179) articles of Association
Remarks before and after revision
Article 1 is to establish Avic Jonhon Optronic Technology Co.Ltd(002179) technology shares. Article 1 is to establish Avic Jonhon Optronic Technology Co.Ltd(002179) technology shares Co., Ltd. (hereinafter referred to as “the company” or limited company (hereinafter referred to as “the company” or “the company” or “the company”) ）The legal status of the company, standardize the organization and behavior of the Organization Department of the company, adhere to and strengthen the party’s and behavior, adhere to and strengthen the party’s comprehensive leadership, comprehensive leadership, adhere to the statutory power and responsibility, transparent power and responsibility, coordinated operation, clear and coordinated operation Effective check and balance company law, effective check and balance corporate governance mechanism, improve corporate governance mechanism, improve corporate governance structure, and build a modern enterprise with Chinese characteristics
Structure, build a modern state-owned enterprise system with Chinese characteristics, replace the state-owned enterprise system, and maintain the company, shareholders and
To protect the legitimate rights and interests of the company, shareholders and creditors, In accordance with the rights and interests law of the people’s Republic of China, the public and company law of the people’s Republic of China (hereinafter referred to as the company law), the judiciary (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the securities law of the people’s Republic of China) and the securities law of the people’s Republic of China Law of the Communist Party of China on state owned assets of enterprises (hereinafter referred to as the articles of association of enterprises (hereinafter referred to as the party constitution) and its state owned Assets Law), articles of association of the Communist Party of China
He formulated the articles of association in accordance with relevant regulations. (hereinafter referred to as the party constitution) and other relevant regulations
The articles of association are formulated in accordance with relevant provisions.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 1099945053 yuan cancelled due to repurchase. 1099870384 yuan. Resulting in decrease of registered capital
Article 14 the company shall, in accordance with the state regulations on state-owned assets
The relevant provisions on Property Supervision and administration shall be subject to the approval of state organs
——And the supervision and management of competent institutions, and strengthen the construction of new state-owned enterprises
Financial rigid constraints. The company actively participates in the market
Competition, survival of the fittest in market competition
Market dominant position.
Article 15 the company shall abide by national laws and regulations,
Abide by social ethics and business ethics and safeguard the state
Safety, giving priority to the completion of national scientific research and production tasks,
Keep state secrets, fulfill social responsibilities and consciously
Article 14 the company comprehensively promotes the general counsel to accept the supervision of government departments and the public. Public inquiry system, adhere to the rule of law, strengthen the compliance department, carry out the work of governing enterprises according to law, and implement the construction of the rule of law
Operation, promote the construction of legal culture, strive to build responsibilities, and build the company into a well governed and revised company
Establish a rule of law system with complete governance, operation compliance, standardized management, business compliance, standardized management and law-abiding integrity
A law-abiding and honest enterprise under the rule of law. Enterprise.
The company is established and improved in accordance with relevant national regulations
Finance, audit, general counsel system and staff
Democratic supervision and other systems, and strengthen internal supervision and supervision
Risk control.
Article 21 the current total share capital of the company is Article 22 the current total share capital of the company is 1099945053 shares cancelled due to repurchase.
