Securities code: Guanglian Aviation Industry Co.Ltd(300900) securities abbreviation: Guanglian Aviation Industry Co.Ltd(300900) Announcement No.: 2022029 Guanglian Aviation Industry Co.Ltd(300900)
Announcement on the resolution of the second meeting of the third 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、 Meetings of the board of directors
Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company) the notice of the second meeting of the third board of directors was sent to all directors in writing and telephone on March 8, 2022. The meeting was held in the conference room of the company in the form of on-site meeting and communication on March 18, 2022. 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 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. Deliberated and adopted the proposal on the annual report of 2021 and its summary
After deliberation, the directors attending the meeting considered that the annual report 2021 and the summary of the annual report 2021 comply with the provisions of the company law, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of information disclosure of listed companies and other relevant laws and regulations, and the contents of the report truly, accurately and completely reflect the financial status and operating results of the company in 2021, without any false records Misleading statements or material omissions.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) The company’s 2021 annual report summary and the company’s 2021 annual report (Announcement No.: 2022027 and 2022028) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the work report of the board of directors in 2021
In accordance with the company law, the securities law, the articles of association and other laws and regulations, as well as the rules of procedure of Guanglian Aviation Industry Co.Ltd(300900) board of directors and other systems, the board of directors of the company faithfully performed various duties entrusted by the articles of association, actively carried out work to safeguard the interests of the company and shareholders, summarized the performance of duties and relevant work contents in 2021, and prepared the work report of the board of directors in 2021. Ms. LV Shuping, Mr. Liu Dongjin and Mr. Ju Hongbing, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) The work report of the board of directors of the company in 2021 (Announcement No.: 2022032) and the work report of independent directors of the company in 2021 disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and adopted the 2021 general manager’s work report
The company summarized the performance of responsibilities and related work contents of the management in 2021 and prepared the work report of the general manager in 2021. The board of Directors believes that the report objectively and truly reflects the overall operation of the company in 2021. The management of the company has effectively implemented the resolutions of the board of directors. The overall operation of the company is in good condition and in line with the provisions of relevant laws, administrative regulations, departmental rules and normative documents such as the company law, the securities law, the articles of association and so on.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the financial final accounts report of 2021
In accordance with the company law, accounting standards for business enterprises, articles of association and other relevant provisions, the company has completed the financial final accounts of 2021 and prepared the financial final accounts report of 2021.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) Relevant announcements such as the 2021 annual financial statement disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Reviewed and approved the profit distribution plan for 2021
After deliberation by the directors attending the meeting, it is agreed that in accordance with the provisions of the company law and the articles of association, and in combination with the company’s current actual operating conditions, performance growth and funds required for business expansion, in order to ensure the steady and sustainable development and stable operation of the company, as well as the long-term interests of all shareholders, the company’s profit distribution plan for 2021 is: no cash dividend, no bonus shares and no conversion of provident fund into share capital in 2021.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) The announcement on the company’s profit distribution plan for 2021 (Announcement No.: 2022034) and other relevant announcements disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the self-evaluation report on internal control in 2021
After deliberation, the directors attending the meeting believed that the self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflected the actual situation of the company’s internal control, and 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. The independent directors of the company have expressed their independent opinions on the proposal; The recommendation institution Citic Securities Company Limited(600030) issued verification opinions. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）The company’s 2021 internal control self-evaluation report and other relevant announcements disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal.
7. The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted
The directors attending the meeting considered that the company managed the special account of raised funds in strict accordance with the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and Guanglian Aviation Industry Co.Ltd(300900) raised funds management system, and the deposit and use of raised funds were legal and compliant; It is believed that the contents of the special report on the deposit and use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The independent directors of the company have expressed their independent opinions on the proposal; The recommendation institution Citic Securities Company Limited(600030) issued verification opinions; Tianzhi International Certified Public Accountants (special general partnership) issued an assurance report.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) The special report on the deposit and use of raised funds in 2021 and other relevant announcements disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on continuing to employ Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control in 2022 was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company will continue to appoint Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company’s 2022 financial report and internal control for one year.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) The announcement on the company’s intention to renew the appointment of an accounting firm (Announcement No.: 2022036) and other relevant announcements disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the company and its subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022 was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company and its subsidiaries intend to apply for a comprehensive credit line from banks and other financial institutions in 2022, with a cumulative limit of no more than RMB 900 million. The credit period is up to the annual general meeting of shareholders in 2022. During the credit period, these credit lines can be recycled.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) The announcement on the application of the company and its subsidiaries for bank credit line in 2022 (Announcement No.: 2022037) and other relevant announcements disclosed. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the change of accounting policies of the company
After deliberation by the directors attending the meeting, the change of accounting policy is the corresponding change made by the company according to the requirements of the Ministry of finance, which complies with relevant regulations. The implementation of the new accounting policy can objectively and fairly reflect the financial status and operating results of the company. This change will not have a significant impact on the company’s total assets, total liabilities, net assets and net profits, and will not damage the interests of the company and all shareholders, especially minority shareholders.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) Announcement on the change of accounting policies of the company (Announcement No.: 2022035).
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
11. The proposal on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company in 2021 was deliberated and adopted
The directors attending the meeting considered that in 2021, the controlling shareholders, actual controllers and other related parties strictly complied with the relevant provisions of the CSRC, and there was no illegal occupation of the company’s funds, no occupation of the company’s funds extending to the reporting period in the previous period, and there was no non operational occupation of the company’s funds.
In 2021, the company did not have any illegal guarantee, nor did it provide guarantee for the controlling shareholder of the company, its affiliates, any unincorporated unit or individual, nor did it have any guarantee extended to the reporting period in the previous period.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) The special statement of the accounting firm on the occupation of funds by the company’s controlling shareholders and their related parties disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
Wang zengduo, a related director, avoided voting.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on the remuneration scheme of the company’s directors and supervisors in 2022 was deliberated and adopted
After deliberation, the directors attending the meeting agreed to adopt the remuneration plan for directors and supervisors of the company in 2022, which is believed to further standardize the performance appraisal and remuneration management of directors and supervisors of the company, encourage and restrict directors and supervisors to work diligently, and promote the benefit growth and sustainable development of the company.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) Disclosed the remuneration plan for directors and supervisors of the company in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. Deliberated and passed the proposal on the remuneration scheme for senior managers of the company in 2022
After deliberation, the directors attending the meeting agreed to adopt the remuneration plan for senior managers of the company in 2022, believing that this plan can further standardize the performance appraisal and remuneration management of senior managers of the company, encourage and restrict them to work diligently and responsibly, and promote the benefit growth and sustainable development of the company.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) Disclosed the remuneration plan for senior managers of the company in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
14. The proposal on changing the chairman (convener) of the nomination committee of the board of directors was deliberated and adopted. After deliberation by the directors attending the meeting, it was agreed to change the chairman (convener) of the nomination committee of the third board of directors from Mr. Wang zengduo to Mr. Yu Tao.
Voting results: 9 in favor, 0 against and 0 abstention.
15. The proposal on investment in the construction of Chengdu Hangxin aviation industry processing and manufacturing base project was deliberated and passed. After deliberation by the directors attending the meeting, they agreed to invest in the construction of “Chengdu Hangxin aviation industry processing and manufacturing base project”, which is conducive to rapid response to the needs of market customers, seize the market and win opportunities for the sustainable development of the company. For details, please refer to the company’s website (www.cn. Info. Com. CN.) Announcement on investment and construction of Chengdu Hangxin aviation industry processing and manufacturing base project (Announcement No.: 2022038).
Voting results: 9 in favor, 0 against and 0 abstention.
16. Deliberated and passed the proposal on Amending the Guanglian Aviation Industry Co.Ltd(300900) articles of Association
