Securities code: 002260 securities Name: * ST deo Announcement No.: 2021-069 Dea General Aviation Holding Co.Ltd(002260)
Announcement on the resolution of the third extraordinary general meeting of shareholders in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important:
1. The general meeting of shareholders was held by on-site written voting combined with online voting;
2. There is no change or rejection of the proposal at this shareholders’ meeting, and it does not involve the change of the resolution of the previous shareholders’ meeting. 1、 Meetings held
1. Meeting time:
(1) On site meeting time: 3:30 p.m. on Thursday, December 30, 2021;
(2) Online voting time: the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 30, 2021 (the day of the on-site shareholders’ meeting); The start time of online voting through the Internet voting system of Shenzhen stock exchange is 9:15 on December 30, 2021 (the day of the on-site general meeting) and the end time is 15:00 on December 30, 2021 (the day of the end of the on-site general meeting).
2. Venue of the on-site meeting: conference room Dea General Aviation Holding Co.Ltd(002260) west of Industrial Avenue, Songxia Industrial Park, Songgang, Nanhai District, Foshan City.
3. Convener: Board of directors
4. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting
5. Host of the on-site meeting: Ms. Cao Shishi, chairman of the company
2、 Attendance at the meeting
1. Overall attendance at the meeting
127 shareholders and authorized representatives of shareholders participated in the on-site meeting and online voting of the general meeting of shareholders, representing 260773505 shares with voting rights, accounting for 46.82% of the total shares of the company of 55692 shares. 2. Attendance at site meetings
A total of 7 shareholders and shareholder representatives attended the on-site meeting of the general meeting of shareholders, representing 225.807746 million shares with voting rights, accounting for 40.55% of the total shares of the company of 556.92 million shares.
3. Online voting
120 shareholders participated in the shareholders’ meeting through online voting, representing 34965759 shares with voting rights, accounting for 6.28% of the company’s total shares of 55692 shares.
Some directors and senior managers of the company attended the meeting. Lawyer Tan Zhenen and lawyer Deng Jingyu of Guangdong Longhao law firm attended the shareholders’ meeting as nonvoting delegates and issued legal opinions. 3、 Deliberation of proposals
The shareholders’ meeting considered the proposals according to the agenda of the meeting. The shareholders and shareholder representatives attending the meeting considered the following proposals through the combination of on-site open voting and online voting:
1. Deliberated the proposal on general election of the board of directors and nomination of candidates for non independent directors of the sixth board of directors
1.01 election of Ms. Cao Shishi as a non independent director of the sixth board of directors of the company
Voting results: 26894887400 affirmative votes, accounting for 103.14% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 92177128, accounting for 109.73% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.02 election of Mr. an Mingxin as a non independent director of the sixth board of directors of the company
Voting results: 250695871 affirmative votes, accounting for 96.14% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 73924125, accounting for 88% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.03 election of Mr. Lin Zhensheng as a non independent director of the sixth board of directors of the company
Voting results: 250461161 affirmative votes, accounting for 96.05% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 73689415, accounting for 87.72% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.04 election of Ms. Dong Meili as a non independent director of the sixth board of directors of the company
Voting results: 1129546 affirmative votes, accounting for 0.43% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 1129546, accounting for 1.34% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.05 election of Mr. Wu Chongli as a non independent director of the sixth board of directors of the company
Voting results: 252050502 affirmative votes, accounting for 96.65% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 75278756, accounting for 89.62% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.06 election of Mr. Liming as a non independent director of the sixth board of directors of the company
Voting results: 250928450 affirmative votes, accounting for 96.23% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 74156704, accounting for 88.28% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.07 election of Mr. Yang Mingyu as a non independent director of the sixth board of directors of the company
Voting results: 7.536073 million affirmative votes, accounting for 2.89% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 7536073, accounting for 8.97% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.08 election of Ms. Feng Shujun as a non independent director of the sixth board of directors of the company
Voting results: 229885044 affirmative votes, accounting for 88.16% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 53113298, accounting for 63.23% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.09 election of non independent directors of the 6th board of directors of Mr. Li Bo
Voting results: 5.147809 million affirmative votes, accounting for 1.97% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 5147809, accounting for 6.13% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.10 election of Mr. Chen Guohui as a non independent director of the sixth board of directors of the company
Voting results: 3786208 affirmative votes, accounting for 1.45% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 3786208, accounting for 4.51% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.11 election of Mr. Zhang Lei as a non independent director of the sixth board of directors of the company
Voting results: 301.5711 million affirmative votes, accounting for 1.16% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 3015711, accounting for 3.59% of the total number of valid voting shares held by minority shareholders attending the meeting.
1.12 election of Mr. Song Zichao as a non independent director of the sixth board of directors of the company
Voting results: 3905710 affirmative votes, accounting for 1.50% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 3905710, accounting for 4.65% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of non independent directors to be elected this time is 6 and there are 12 candidates. Therefore, when considering the proposal on general election of the board of directors and nomination of candidates for non independent directors of the sixth board of directors, the shareholders’ meeting will conduct differential election by cumulative voting, and elect 6 non independent directors from 12 candidates to serve as non independent directors of the sixth board of directors of the company. According to the vote counting results, Ms. Cao Shishi, Mr. Lin Zhensheng, Mr. an Mingxin, Mr. Wu Chongli, Mr. Liming and Ms. Feng Shujun were elected as non independent directors of the sixth board of directors of the company.
2. Deliberated the proposal on the general election of the board of directors and the nomination of independent director candidates for the sixth board of directors
2.01 election of Mr. Chen Yangfei as an independent director of the sixth board of directors of the company
Voting results: 260.806462 million affirmative votes, accounting for 100.01% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 84034716, accounting for 100.04% of the total number of valid voting shares held by minority shareholders attending the meeting.
2.02 election of Mr. Wu Qiang as a non independent director of the sixth board of directors of the company
Voting results: 227635939 affirmative votes, accounting for 87.29% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 50864193, accounting for 60.55% of the total number of valid voting shares held by minority shareholders attending the meeting.
2.03 election of Mr. Liu Shujin as a non independent director of the sixth board of directors of the company
Voting results: 264302685 affirmative votes, accounting for 101.35% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 87530939, accounting for 104.20% of the total number of valid voting shares held by minority shareholders attending the meeting.
2.04 election of Mr. Cao Youzhi as a non independent director of the sixth board of directors of the company
Voting results: 5.457637 million affirmative votes, accounting for 2.09% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 5457637, accounting for 6.5% of the total number of valid voting shares held by minority shareholders attending the meeting.
2.05 election of Mr. Xu Ming as a non independent director of the sixth board of directors of the company
Voting results: 4652700 affirmative votes, accounting for 1.78% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 4652700, accounting for 5.54% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of independent directors to be elected this time is 3 and there are 5 candidates. Therefore, when considering the proposal on general election of the board of directors and nomination of independent director candidates for the sixth board of directors, the shareholders’ meeting will conduct differential election by cumulative voting, and select 3 of the 5 candidates to serve as independent directors of the sixth board of directors of the company. According to the vote counting results, Mr. Chen Yangfei, Mr. Wu Qiang and Mr. Liu Shujin were elected as independent directors of the sixth board of directors of the company.
3. Deliberated the proposal on the general election of the board of supervisors and nomination of candidates for non employee representative supervisors of the sixth board of supervisors
3.01 election of Mr. Wang Sheng as non employee representative supervisor of the sixth board of supervisors of the company
Voting results: 24845064800 affirmative votes, accounting for 95.27% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 71678902, accounting for 85.33% of the total number of valid voting shares held by minority shareholders attending the meeting.
3.02 election of Mr. Lin Lixian as non employee representative supervisor of the sixth board of supervisors of the company
Voting results: 248290147 affirmative votes, accounting for 95.21% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 71518401, accounting for 85.14% of the total number of valid voting shares held by minority shareholders attending the meeting.
3.03 election of Ms. Yang Jiumei as non employee representative supervisor of the sixth board of supervisors of the company
Voting results: 7136242 affirmative votes, accounting for 2.74% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 7136242, accounting for 8.50% of the total number of valid voting shares held by minority shareholders attending the meeting.
3.04 election of Mr. Cao Sheng as non employee representative supervisor of the sixth board of supervisors of the company
Voting results: 7345636 affirmative votes, accounting for 2.82% of the total voting shares held by all shareholders attending the meeting; Among them, the number of consent votes of minority shareholders was 7345636, accounting for 8.74% of the total number of valid voting shares held by minority shareholders attending the meeting.
The number of non employee representative supervisors to be elected this time is 2 and there are 4 candidates. Therefore, when considering the proposal on the general election of the board of supervisors and the nomination of non employee representative supervisor candidates for the sixth board of supervisors, the shareholders’ meeting will conduct differential election by cumulative voting, and elect 2 non employee representative supervisors from 4 candidates to serve as the sixth board of supervisors of the company. According to the vote counting results, Mr. Wang Sheng and Mr. Lin Lixian were elected as non employee representative supervisors of the sixth board of supervisors of the company.
4. The proposal on renewing the appointment of accounting firms was deliberated and adopted
Voting results: 247575905 affirmative votes, accounting for 94.94% of the total voting shares attending the general meeting of shareholders; 299300 negative votes, accounting for 0.11% of the total voting shares attending the general meeting of shareholders; 12.8983 million shares abstained, accounting for 4.95% of the total voting shares attending the general meeting of shareholders.
4、 Legal opinions issued by lawyers
Tan Zhenen and Deng Jingyu, lawyers of Guangdong Longhao law firm, came to the meeting to certify the shareholders’ meeting and issued a legal opinion. They believed that the convening and convening procedures, the qualifications of attendees and conveners, voting procedures and voting results of the third extraordinary shareholders’ meeting in 2021 were in line with the company law, the rules of shareholders’ meeting and other laws and regulations According to the relevant provisions of the rules and the articles of association, the voting results of the company’s general meeting of shareholders are legal and valid.
5、 Documents for future reference
1. Resolutions of the third extraordinary general meeting of shareholders of the company in 2021;
2. Legal opinion issued by Guangdong Longhao law firm.
Dea General Aviation Holding Co.Ltd(002260) board of directors
