Securities code: 300900 securities abbreviation: Guanglian Aviation Industry Co.Ltd(300900) Announcement No.: 2022-001 Guanglian Aviation Industry Co.Ltd(300900)
Announcement of resolutions of the 26th meeting of the second board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Convening of board meeting
The notice of the 26th meeting of the second board of directors of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company) was sent to all directors in writing and telephone on December 26, 2021. The meeting was held in the conference room of the company in the form of on-site meeting and communication on December 31, 2021. The meeting was convened and presided over by Mr. Wang zengduo, chairman of the company. 9 directors should attend the meeting, 9 directors actually attended the meeting, and the company’s supervisors and other senior managers attended the meeting as nonvoting delegates.
The convening, convening and voting of this meeting comply with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law) and the Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association), and the meeting is legal and valid.
2、 Deliberations of the board meeting
1. Consideration and adoption of the Convention on
< Guanglian Aviation Industry Co.Ltd(300900) 2021年限制性股票激励计划（草案）>
And its abstract
Upon deliberation by the directors present at the meeting, it is considered that the restricted stock incentive plan for Guanglian Aviation Industry Co.Ltd(300900) 2021 (Draft) and its abstract formulated by the company comply with the company law, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures), the Listing Rules of GEM stocks of Shenzhen Stock Exchange The provisions of relevant laws, administrative regulations, normative documents such as the guide for business handling of companies listed on GEM No. 5 – equity incentive and the articles of association are conducive to further improving the corporate governance structure, establishing and improving the company’s long-term incentive and restraint mechanism, and effectively improving the cohesion of the core team and the core competitiveness of the enterprise.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) Disclosed Guanglian Aviation Industry Co.Ltd(300900) 2021 restricted stock incentive plan (Draft) and its summary.
Mr. Yu Gang, a related director, abstained from voting.
Voting results: 8 in favor, 0 against and 0 abstention.
Independent directors expressed their independent opinions on this proposal.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. Consideration and adoption of the Convention on
< Guanglian Aviation Industry Co.Ltd(300900) 2021年限制性股票激励计划实施考核管理办法>
Proposal for
After deliberation, the directors attending the meeting considered that the measures for the administration of the implementation and assessment of the Guanglian Aviation Industry Co.Ltd(300900) 2021 restricted stock incentive plan formulated by the company complied with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents, as well as the articles of association and the Guanglian Aviation Industry Co.Ltd(300900) 2021 restricted stock incentive plan (Draft), It is conducive to the smooth implementation of the company’s restricted stock incentive plan in 2021 and the realization of the company’s development strategy and business objectives.
See the company’s http://www.cn.info.com.cn.cn for specific arrangements Disclosed the administrative measures for the implementation and assessment of Guanglian Aviation Industry Co.Ltd(300900) 2021 restricted stock incentive plan.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan was deliberated and adopted
After deliberation by the directors present at the meeting, it is agreed that:
In order to implement the company’s restricted stock incentive plan in 2021, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1、 The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: 1. Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan and determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to adjust the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
3. Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. Authorize the board of directors to directly reduce or adjust the shares of restricted shares that employees have waived to the reserved part before the grant of restricted shares;
5. Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares;
6. Authorize the board of directors to review and confirm the incentive object’s qualification for lifting the restriction on sales, attribution qualification, conditions for lifting the restriction on sales and attribution conditions, and agree that the board of directors authorize the remuneration and assessment committee to exercise this right; 7. Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be released from the restriction / ownership; 8. Authorize the board of directors to handle all matters necessary for the lifting of the sales restriction / ownership of incentive objects, including but not limited to applying to the stock exchange for the lifting of the sales restriction / ownership registration, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
9. Authorize the board of directors to handle the release of the restricted shares that have not been released from the restriction / ownership, including but not limited to the cancellation of the qualification of the incentive object to release the restriction / ownership, the cancellation of the ownership of the restricted shares that have not been released from the incentive object, and the inheritance of the restricted shares of the deceased incentive object that have not been released from the restriction / ownership.
10. Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company’s equity incentive plan;
11. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
12. Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
13. Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2、 Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the change registration of the company’s registered capital (including capital increase, capital reduction, etc.); And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3、 The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan.
4、 The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of the equity incentive plan. Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 on January 17, 2022.
See the company’s http://www.cn.info.com.cn.cn for specific arrangements The notice of Guanglian Aviation Industry Co.Ltd(300900) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-003) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 26th meeting of the Guanglian Aviation Industry Co.Ltd(300900) second board of directors
2. Independent opinions of Guanglian Aviation Industry Co.Ltd(300900) independent directors on relevant matters of the 26th meeting of the second board of directors
It is hereby announced.
Guanglian Aviation Industry Co.Ltd(300900) board of directors January 1, 2022
