Securities code: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) securities abbreviation: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) Announcement No.: 2022011 Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Announcement of resolutions of the 28th meeting of the third 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.
1、 Meetings of the board of directors
Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (hereinafter referred to as "the company") the 28th meeting of the third board of directors was held by means of communication on February 28, 2022. The notice of this meeting was sent on February 25, 2022 by personal delivery, telephone and e-mail. 8 directors should attend the meeting and 8 actually attended the meeting. The meeting was convened and presided over by chairman Dai Yue. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company's first phase employee stock ownership plan (Draft) and its summary
In order to establish and improve the benefit sharing mechanism of the company's employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, fully mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company, according to the corporate justice of the people's Republic of China and the securities law of the people's Republic of China The guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws, administrative regulations, rules, normative documents and the articles of association, Agree to the Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan (Draft) and its summary prepared by the board of directors.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）The Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I ESOP (Draft) and the summary of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I ESOP (Draft).
The independent directors of the company expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors.
Mr. Li Weifeng, a related director, abstained from voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberated and passed the proposal on the management measures of the company's phase I employee stock ownership plan
In order to standardize the implementation of the company's phase I employee stock ownership plan, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidance No. 1 of listed companies of Shenzhen Stock Exchange - standardized operation of listed companies on the main board and other relevant laws and administrative regulations The provisions and requirements of the regulations and normative documents agree with the management measures for the first phase of the company's employee stock ownership plan formulated by the board of directors.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Measures for the administration of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan.
The independent directors of the company expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors.
Mr. Li Weifeng, a related director, abstained from voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's phase I employee stock ownership plan
In order to ensure the implementation of the employee stock ownership plan, it is agreed that the board of directors shall request the general meeting of shareholders to authorize the board of directors to handle the specific matters related to the employee stock ownership plan. The specific authorized matters are as follows:
1. Authorize the board of directors to handle the establishment, change and termination of the employee stock ownership plan;
2. Authorize the board of directors to make decisions on the extension and early termination of the duration of the employee stock ownership plan;
3. Authorize the board of directors to handle all matters concerning the locking and unlocking of the shares purchased by the employee stock ownership plan; 4. Authorize the board of directors to explain the company's phase I employee stock ownership plan (Draft);
5. Authorize the board of directors to implement or revise the employee stock ownership plan;
6. Authorize the board of directors to make decisions on the refinancing matters such as participating in the company's share allotment during the duration of the employee stock ownership plan;
7. Authorize the board of directors to change the participants and determination criteria of the employee stock ownership plan;
8. Authorize the board of directors to sign the contract and relevant agreement documents with the employee stock ownership plan;
9. If relevant laws, regulations and policies are adjusted, the board of directors is authorized to modify and improve the ESOP accordingly according to the adjustment;
10. Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
Mr. Li Weifeng, a related director, abstained from voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) deliberated and passed the proposal on using some idle raised funds for cash management
In order to further improve the use efficiency of the raised funds and increase the company's income, on the premise of ensuring the normal construction of the investment projects with the raised funds and ensuring the safety of the funds, the company and its wholly-owned subsidiaries are agreed to use the idle raised funds of no more than 350 million yuan for cash management for the purchase of high security, good liquidity and meeting the capital preservation requirements Principal guaranteed financial products issued by banks or other financial institutions with an investment period of no more than 12 months. The investment period is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Within the above limit and term, the funds can be used on a rolling basis. This part of idle raised funds will be returned to the special account for raised funds after the cash management expires.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds for cash management.
The independent directors of the company expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors.
The recommendation institution Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. issued special verification opinions. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Verification opinions of Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. on Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) using some idle raised funds for cash management.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) deliberated and passed the proposal on using some idle self owned funds for cash management
In order to further improve the use efficiency of its own funds and appropriately increase the company's income, on the premise of not affecting the normal operation of the company and ensuring the safety of funds, it is agreed that the company will use idle own funds of no more than 600 million yuan for cash management to purchase products issued by banks or other financial institutions with high safety, good liquidity and low risk Financial products with a maximum investment period of no more than 12 months. The investment period is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Within the above limit and term, the funds can be used on a rolling basis.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on using some idle self owned funds for cash management.
The independent directors of the company expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VI) deliberated and passed the proposal on by election of non independent directors of the third board of directors
According to the articles of association, Chang'an Huitong Co., Ltd., a shareholder holding 5.80% of the company's shares, nominated Mr. Ge Peng as a candidate for non independent director of the third board of directors of the company. After the qualification examination by the nomination committee of the board of directors, the board of directors agreed that Mr. Ge Peng was a candidate for non independent director of the third board of directors, and his term of office was from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the third board of directors of the company.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the by election of non independent directors of the third board of directors.
The independent directors of the company expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VII) the proposal on changing the business scope and amending the articles of association was deliberated and adopted
According to the company's strategic development and actual business needs, and meeting the requirements of Beijing Haidian District market supervision and Administration Bureau, it is agreed that the company plans to change its business scope and revise some articles of the articles of association simultaneously.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on changing the business scope and amending the articles of association.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation in the form of special resolution. (VIII) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company will hold the first extraordinary general meeting of shareholders in 2022 at 2:30 p.m. on Wednesday, March 16, 2022 in the conference room on the fourth floor of building 4, Zone C, Yiyuan cultural and creative base, Haidian District, Beijing.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 8 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 28th meeting of the third board of directors;
2. Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors.
It is hereby announced.
Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) board of directors
March 1, 2022
