Securities code: Avic Heavy Machinery Co.Ltd(600765) securities abbreviation: Avic Heavy Machinery Co.Ltd(600765) Announcement No.: 2022007 Avic Heavy Machinery Co.Ltd(600765)
Announcement of the resolutions of the 21st Meeting of the 6th board of directors
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.
Avic Heavy Machinery Co.Ltd(600765) (hereinafter referred to as “the company”) the 2021 annual board meeting was held on March 11, 2022 at floor 5, building A3, Taisheng international, No. 9, Airport Road, Shuanglong aviation economic port area, Guiyang City, Guizhou Province. The meeting was presided over by Ji Suchun, chairman of the board of directors, and there were 7 directors who should be present. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
The meeting considered and adopted the following matters by written vote:
1、 The work report of the board of directors in 2021 was reviewed and adopted
The proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
2、 The 2021 annual work report of the management was reviewed and adopted
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
3、 The annual report for 2021 and the summary of the annual report for 2021 were reviewed and adopted
The proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
4、 The report on the work of independent directors in 2021 was reviewed and adopted
The proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
5、 Reviewed and adopted the 2021 performance report of the audit and risk control committee of the board of directors
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
6、 The 2021 social responsibility report was reviewed and adopted
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
7、 The 2022 business plan was reviewed and approved
The proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
8、 Reviewed and adopted the financial final accounts report for 2021 and the financial budget report for 2022
The proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
9、 The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. The profit distribution plan for the reporting period reviewed by the board of directors: the company plans to distribute cash dividends of 1.70 yuan (including tax) for every 10 shares to all shareholders based on 105163863600 shares at the end of 2021, with a total profit of 17877856812 yuan, The remaining profits available for distribution to shareholders will be used for profit distribution in subsequent years.
The provident fund was converted into 4 shares. After the conversion, the total share capital of the company increased by 420655454 shares, and the total share capital after the conversion was 1472280090 shares (the total share capital of the company shall be subject to the final registration result of China Securities Depository and Clearing Co., Ltd. Shanghai Branch. If there is a tail difference, it is caused by rounding).
If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration due to the repurchase and cancellation of restricted shares, listing of new shares, granting and exercise of equity incentive, conversion of convertible bonds into shares, share repurchase and other matters, the company plans to maintain the total amount of distribution unchanged and adjust the distribution proportion accordingly; It is proposed to keep the proportion of conversion to increase per share unchanged and adjust the total amount of conversion to increase accordingly.
The proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
10、 The proposal on paying audit fees of Dahua Certified Public Accountants (special general partnership) in 2022 was deliberated and adopted
According to the audit workload, after repeated communication and consultation with Dahua certified public accountants, it is proposed that the audit cost of financial report and internal control in 2021 is 1.68 million yuan (including 1.21 million yuan for annual report audit and 470000 yuan for internal control audit). Voting conditions: 0 votes, 7 abstentions.
Voting result: adopted.
11、 The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
After deliberation, the board of Directors believes that the deposit and use of the company’s raised funds comply with relevant laws and regulations, the provisions on the management of raised funds of listed companies of Shanghai Stock Exchange, the company’s measures for the management of raised funds and the tripartite supervision agreement on the storage of raised funds, and the company’s investment in the raised funds Progress and replacement have fulfilled relevant legal procedures and information disclosure obligations, and there are no violations in the management of raised funds.
The auditor Dahua Certified Public Accountants (special general partnership) issued the verification report on the deposit and use of raised funds in 2021, and the sponsor China Merchants Securities Co.Ltd(600999) and AVIC Securities Co., Ltd. issued the verification opinions on the deposit and use of raised funds in Avic Heavy Machinery Co.Ltd(600765) 2021. Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
12、 The proposal on the actual amount of daily connected transactions with affiliated companies exceeding the forecast in Avic Heavy Machinery Co.Ltd(600765) 2021 was deliberated and adopted
During the deliberation of this proposal, Zhang Yusong, Liu Liang and Ji Suchun, the related directors, avoided voting. The independent directors of the company issued a prior approval letter on the matter and expressed their agreed independent opinions.
Voting: 4 in favor, 0 against and 0 abstention.
Voting result: adopted.
13、 The proposal on the implementation of the company’s daily related party transactions in 2021 and the prediction of daily related party transactions in 2022 was reviewed and approved
During the deliberation of this proposal, Zhang Yusong, Liu Liang and Ji Suchun, the related directors, avoided voting. The independent directors of the company issued a prior approval letter on the matter and expressed their agreed independent opinions.
The proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting: 4 in favor, 0 against and 0 abstention.
Voting result: adopted.
14、 The proposal of Avic Heavy Machinery Co.Ltd(600765) on joint capital increase with related parties through public delisting and related party transactions was deliberated and adopted
During the deliberation of this proposal, Zhang Yusong, Liu Liang and Ji Suchun, the related directors, avoided voting. The independent directors of the company issued a prior approval letter on the matter and expressed their agreed independent opinions.
Voting: 4 in favor, 0 against and 0 abstention.
Voting result: adopted.
15、 The proposal on the application for write off of assets by subordinate holding subsidiaries in 2021 was reviewed and approved
The company organized its affiliated units to carry out asset inventory. Among them, AVIC Liyuan Hydraulic Co., Ltd. and Guizhou anda aviation Forging Co., Ltd. have bad debts. It is agreed that the write off assets of the above two subsidiaries totaled 796213 million yuan, and the accrued bad debt or falling price loss was 782164 million yuan, affecting the loss of 1.449 million yuan in the current year. This amount has little impact and will not affect the completion of the indicators in the current year.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
16、 The 2021 internal control evaluation report was reviewed and adopted
According to the identification of major defects in the company’s internal control over financial reporting, there were no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
From the base date of the internal control evaluation report to the issuance date of the internal control evaluation report, there are no factors affecting the evaluation conclusion of the effectiveness of internal control.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
17、 Reviewed and approved the 2021 annual internal control audit report
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
18、 The proposal on the salary evaluation of the company’s senior managers in 2020 was reviewed and approved
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
19、 The proposal on the company’s employee salary distribution plan was deliberated and adopted
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
20、 The proposal on Revising the management system of Avic Heavy Machinery Co.Ltd(600765) information disclosure affairs was deliberated and adopted
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
21、 The proposal on Revising the management system of Avic Heavy Machinery Co.Ltd(600765) external donations was deliberated and adopted
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
22、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
It is agreed that the company will hold the 2021 annual general meeting of shareholders. For details, see the notice and announcement of the general meeting of shareholders.
Voting: 7 in favor, 0 against and 0 abstention.
Voting result: adopted.
It is hereby announced.
Avic Heavy Machinery Co.Ltd(600765) board of directors March 14, 2022
