Stock Code: China Avionics Systems Co.Ltd(600372) stock abbreviation: China Avionics Systems Co.Ltd(600372) No.: pro 2022010
China Avionics Systems Co.Ltd(600372) the 7th board of directors
Announcement of the (Provisional) resolution of the third meeting of 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
China Avionics Systems Co.Ltd(600372) (hereinafter referred to as the company) the seventh board of directors in 2022
The notice of the third meeting (Provisional) and meeting materials will be delivered directly on March 9, 2022
Or email to all directors and senior executives of the company, and the meeting adopts communication voting
The deadline for voting is 12:00 on March 11, 2022. The meeting shall vote
There are 11 directors and 11 actually voted directors. The meeting was held in accordance with the company law of the people’s Republic of China and the China Avionics Systems Co.Ltd(600372) articles of association. The meeting deliberated and unanimously adopted the following proposals by open vote:
1、 Proposal on deliberation and formulation of China Avionics Systems Co.Ltd(600372) “14th five year plan” development plan
In order to boost the construction of aviation power and comprehensively plan the development of the 14th five year plan, the company has formulated the China Avionics Systems Co.Ltd(600372) “14th five year plan” development plan.
The strategy committee of the board of directors of the company believes that the China Avionics Systems Co.Ltd(600372) “14th five year plan” is in line with the national development plan and industrial policies, the industrial layout and reform direction of the company, highlighting the main business, improving the core competitiveness of the company and the interests of the company and all shareholders. We agree to the China Avionics Systems Co.Ltd(600372) “14th five year plan” development plan.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
2、 Proposal on considering and formulating China Avionics Systems Co.Ltd(600372) information disclosure management system
In order to regulate the information disclosure behavior of the company and other information disclosure obligors, strengthen the management of information disclosure affairs and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the Administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations According to the provisions of normative documents and China Avionics Systems Co.Ltd(600372) articles of association, the company has formulated China Avionics Systems Co.Ltd(600372) information disclosure management system in combination with the actual situation of the company.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
3、 Proposal on considering and formulating China Avionics Systems Co.Ltd(600372) insider information insider registration system
In order to standardize the management of the company’s inside information and insiders, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies, the rules for the listing of stocks on the Shanghai Stock Exchange, and the guidelines for the self-discipline supervision of listed companies on the Shanghai Stock Exchange No. 2 – the administration of information disclosure And other laws, administrative regulations, departmental rules and other normative documents, as well as the China Avionics Systems Co.Ltd(600372) articles of association. In combination with the actual situation of the company, the company has formulated the China Avionics Systems Co.Ltd(600372) insider information insider registration system. The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
4、 On deliberation and formulation of information disclosure of China Avionics Systems Co.Ltd(600372) Annual Report
Accountability system for major errors
In order to improve the standard operation level of the company, enhance the authenticity, accuracy, integrity and timeliness of information disclosure, and improve the quality and transparency of annual report information disclosure, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and other laws, regulations and normative documents, And the relevant provisions of China Avionics Systems Co.Ltd(600372) articles of association and China Avionics Systems Co.Ltd(600372) information disclosure management system. In combination with the actual situation of the company, the company has formulated the accountability system for major errors in information disclosure of China Avionics Systems Co.Ltd(600372) annual report.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
5、 Proposal on the deliberation and formulation of the management system for the shares held by China Avionics Systems Co.Ltd(600372) directors, supervisors and senior managers and their changes
In order to standardize the management of the company’s shares held by the company’s directors, supervisors and senior managers and their changes, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange And other laws, regulations and normative documents, as well as the relevant provisions of the China Avionics Systems Co.Ltd(600372) articles of association, and in combination with the actual situation of the company, the company has formulated the management system for the shares of the company held by China Avionics Systems Co.Ltd(600372) directors, supervisors and senior managers and their changes.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
6、 Proposal on considering and formulating the measures for the administration of China Avionics Systems Co.Ltd(600372) investor relations
In order to standardize the management of investor relations, promote the standardized operation of the company, protect the legitimate rights and interests of investors, enhance the value of the company and the interests of shareholders, and establish a good relationship with investors. In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the management of investor relations of listed companies (Draft for comments), the rules for the listing of shares on Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the China Avionics Systems Co.Ltd(600372) articles of association, and in combination with the actual situation of the company, The company has formulated the measures for the administration of China Avionics Systems Co.Ltd(600372) investor relations.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
7、 Proposal on deliberation and formulation of the working rules for the Secretary of China Avionics Systems Co.Ltd(600372) board of directors
In order to improve the level of corporate governance and standardize the work of the Secretary of the board of directors, in accordance with the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the China Avionics Systems Co.Ltd(600372) articles of association, the rules of procedure of China Avionics Systems Co.Ltd(600372) board of directors and other relevant provisions, and in combination with the actual situation of the company, The company has formulated the working rules for the Secretary of China Avionics Systems Co.Ltd(600372) board of directors.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
8、 Proposal on deliberating and formulating the working rules of the strategy committee of China Avionics Systems Co.Ltd(600372) board of directors
In order to meet the needs of the company’s strategic development, enhance the company’s core competitiveness, determine the company’s development plan, improve the decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of decision-making, and improve the corporate governance structure, according to the company law of the people’s Republic of China and the guidelines for corporate governance of listed companies
According to the China Avionics Systems Co.Ltd(600372) articles of association and other relevant provisions, the company has formulated the detailed rules for the work of the strategy committee of China Avionics Systems Co.Ltd(600372) board of directors.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
9、 Proposal on deliberation and formulation of working rules of Nomination Committee of China Avionics Systems Co.Ltd(600372) board of directors
In order to standardize the selection and employment of directors and senior managers of the company, optimize the composition of the board of directors and improve the corporate governance structure, the company has formulated the detailed rules for the work of the nomination committee of the board of directors of China Avionics Systems Co.Ltd(600372) in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the China Avionics Systems Co.Ltd(600372) articles of association and other relevant provisions.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
10、 Proposal on deliberating and formulating the detailed rules for the work of the remuneration and assessment committee of China Avionics Systems Co.Ltd(600372) board of directors
In order to further establish and improve the assessment and remuneration management system for directors (non independent directors) and senior managers of the company and improve the corporate governance structure, the company has formulated the detailed rules for the work of the remuneration and assessment committee of the board of directors of China Avionics Systems Co.Ltd(600372) company in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the China Avionics Systems Co.Ltd(600372) articles of association and other relevant provisions.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
11、 Proposal on deliberation and formulation of detailed rules for the work of the audit committee of China Avionics Systems Co.Ltd(600372) board of directors
In order to strengthen the decision-making function of the company’s board of directors, improve the corporate governance structure and standardize the company’s board of directors
The operation of the audit committee, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the basic norms of enterprise internal control, the stock listing rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant normative documents, as well as the China Avionics Systems Co.Ltd(600372) articles of association, The company has formulated the detailed rules for the work of the audit committee of China Avionics Systems Co.Ltd(600372) board of directors.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
12、 Proposal on reviewing and confirming the excess of daily connected transactions in 2021
Due to the uncertainty or unpredictability of some businesses at the beginning of the year, the daily connected transactions of the company in 2021 exceeded the expected amount, so the board of directors was requested to confirm the excess. (see announcement on the same day)
The independent directors of the company understood the relevant matters before the meeting of the board of directors and gave their prior approval opinions: the daily related party transactions of the company in 2021 exceeded the expected amount, and the excess part was the daily related party transactions of the company and its holding subsidiaries to purchase goods from related parties and carry out deposit business, which were necessary for the production and operation of the company and carried out on the basis of equality and mutual benefit, It will not lead to the occupation of funds, damage the interests of the company and all shareholders, affect the independence of the company, and will not have an adverse impact on the current and future financial status and operating results of the company. It is agreed to submit the proposal on reviewing and confirming the excess of daily connected transactions in 2021 to the board of directors of the company for deliberation.
The independent directors of the company believe that the daily related party transactions of the company in 2021 exceeded the expected amount. After careful verification, the excess part belongs to the daily related party transactions of the company and its holding subsidiaries to purchase goods from related parties and carry out deposit business, which are necessary for the production and operation of the company, carried out on the basis of equality and mutual benefit, did not lead to the occupation of funds and did not damage the interests of the company and all shareholders, No impact on the company
The independence of the company will not have an adverse impact on the current and future financial situation and operating results of the company. When the related party transaction is considered by the board of directors, the related party transaction shall be avoided according to the above provisions. The convening, convening and voting procedures of the board of directors of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The relevant resolutions of the board of directors on confirming the excess of daily connected transactions in 2021 are legal and effective. In conclusion, we agree to the proposal on reviewing and confirming the excess of daily connected transactions in 2021.
The audit committee of the board of directors of the company issued opinions: the daily related party transactions of the company in 2021 exceeded the expected amount, which is necessary for the production and operation of the company. They were carried out on the basis of equality and mutual benefit, did not lead to the occupation of funds, did not damage the interests of the company and all shareholders, did not affect the independence of the company, and would not affect the current and future financial situation of the company Adverse impact on operating results. Agree to the proposal to confirm the excess of daily connected transactions in 2021.
The directors present at the meeting passed the proposal with 4 affirmative votes, 0 negative votes and 0 abstention. Connection during voting
Directors Yu Zhuo, Zhang Lingbin, Zhang Hong, Jiang Yunsheng, Yang Xianye, Zhang Pengbin and Xu Bin avoided voting, and non affiliated directors all voted in favour.
It is hereby announced.
China Avionics Systems Co.Ltd(600372)
Board of directors
March 11, 2022
