Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Independent directors’ independent opinions on matters related to the 28th meeting of the third board of directors are in accordance with the rules for independent directors of listed companies of China Securities Regulatory Commission and the stock listing rules of Shenzhen Stock Exchange As independent directors of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “the guidelines on supervision No. 1”) and the company’s working system for independent directors, with a realistic, serious and responsible working attitude and based on independent judgment, We hereby express the following independent opinions on the matters considered at the 28th meeting of the third board of directors of the company:
1、 Independent opinions on matters related to the implementation of phase I employee stock ownership plan by the company
After carefully reviewing the relevant materials provided by the board of directors of the company, we express the following independent opinions:
1. It is not found that the company is prohibited from implementing the employee stock ownership plan in accordance with the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”) and the regulatory guidelines No. 1 and other laws and regulations; The first phase of the company’s employee stock ownership plan has been deliberated by the employee congress and follows the principle of voluntary participation of employees. There is no situation in which employees are forced to participate in the employee stock ownership plan by apportionment, forced distribution, etc;
2. The content of the company’s employee stock ownership plan complies with the provisions of relevant laws and regulations such as the guiding opinions and regulatory guidelines No. 1. There is no situation that damages the interests of the company and the legitimate rights and interests of minority shareholders, or forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution; The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the holders of the phase I employee stock ownership plan; 3. In order to standardize the implementation of the company’s phase I employee stock ownership plan, the company formulates the management measures for the company’s phase I employee stock ownership plan in accordance with the provisions and requirements of laws, regulations and normative documents such as the company law, the securities law, the guiding opinions of the China Securities Regulatory Commission and the regulatory guidance No. 1;
4. The implementation of employee stock ownership plan by the company is conducive to establishing and improving the benefit sharing mechanism between workers and owners, improving the company’s long-term and effective incentive and restraint mechanism, further improving the level of corporate governance, improving the cohesion of employees and the competitiveness of the company, and conducive to the sustainable development of the company;
5. When the board of directors of the company considered the ESOP, the directors associated with the company’s phase I ESOP avoided voting, and the procedures and decisions of relevant proposals were legal and effective; The first phase of employee stock ownership plan has been deliberated and approved at the 28th meeting of the third board of directors of the company, and needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Therefore, we agree that the company will implement the first phase of the employee stock ownership plan and submit the proposals related to the employee stock ownership plan to the company’s first extraordinary general meeting in 2022 for deliberation.
2、 Independent opinions on using some idle raised funds for cash management
On the premise of ensuring that the normal progress of the investment plan of the raised funds and the safety of the raised funds are not affected, the company uses the idle raised funds of no more than 350 million yuan for cash management to purchase the principal guaranteed financial products issued by banks or other financial institutions with high safety, good liquidity, meeting the principal guaranteed requirements and the product investment period of no more than 12 months, It can effectively improve the use efficiency of raised funds and reduce operating costs, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders of the company, especially the interests of minority shareholders. The deliberation and voting procedures of using some idle raised funds for cash management this time comply with the provisions of relevant laws and regulations and the articles of association.
Therefore, we agree that the company and its wholly-owned subsidiaries use idle raised funds of no more than RMB 350 million for cash management, and submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. After the cash management of this part of idle raised funds expires, it shall be returned to the special account for raised funds in time.
3、 Independent opinions on using some idle self owned funds for cash management
Under the condition of ensuring the normal operation of the main business and the safety of funds, the company uses idle self owned funds of no more than 600 million yuan for cash management to purchase financial products issued by banks or other financial institutions with high security, good liquidity, low risk and the longest product investment period of no more than 12 months, which can effectively improve the use efficiency of self owned funds, Reduce operating costs, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The deliberation and voting procedures of using some idle self owned funds for cash management this time comply with the provisions of relevant laws and regulations and the articles of association.
Therefore, we agree that the company will use idle self owned funds of no more than RMB 600 million for cash management, and submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the by election of non independent directors of the third board of directors
After review, we believe that the nomination, deliberation and voting procedures of non independent director candidates for the third session of the board of directors comply with relevant laws and regulations, normative documents and the articles of association, and have obtained the consent of the nominees themselves. There is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
As the non independent director candidate of the third session of the board of directors nominated this time, Mr. Ge Peng meets the requirements for serving as a director of a listed company as stipulated in laws, regulations and normative documents, has the necessary working experience to perform his duties as a director and the ability to serve as a director of a listed company, and has not been determined as a market prohibited person by the CSRC and has not been lifted, He has not been punished and punished by the CSRC and the stock exchange, nor is he the person subject to execution for breaking his promise.
Therefore, we agree to elect Mr. Ge Peng as a candidate for non independent director of the third board of directors of the company, and submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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(there is no text on this page, which is the signature page of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) independent directors’ independent opinions on relevant matters of the 28th meeting of the third board of directors)
Signature of independent director:
Ding Li:
Gao Zhiyong:
Liu Hongchuan:
February 28, 2022
