Stock Code: China Avionics Systems Co.Ltd(600372) stock abbreviation: China Avionics Systems Co.Ltd(600372) No.: pro 2022013
China Avionics Systems Co.Ltd(600372) the 7th board of directors
Announcement of resolutions of the fourth 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 fourth meeting notice and meeting materials will be delivered directly or by email on March 18, 2022
And other means to all directors and senior executives of the company. The meeting was held in Beijing on March 29, 2022
Conference room 2521, building 16, yard 5, Shuguang Sili, Chaoyang District, was held on site and by communication. There are 11 directors who should vote at the meeting and 11 directors who actually participate in the voting. Mr. Yu Zhuo, chairman of the company, presided over the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 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 reviewing the work report of the general manager in 2021
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
2、 Proposal on reviewing the work report of the board of directors in 2021
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
3、 Proposal on deliberation of financial final accounts report of 2021
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
4、 Proposal on deliberation of 2021 profit distribution plan
Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the parent company in China Avionics Systems Co.Ltd(600372) 2021 is 79869707126 yuan. The company plans to distribute the profit in 2021 based on the total share capital deducting the share balance of the company’s special repurchase account. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of 1.25 yuan (including tax) to all shareholders for every 10 shares. As of 2021
On December 31, 2014, the total share capital of the company was 1928214265 shares, deducting the current repurchase account of the company
After 10415430 shares (the company’s shares held through the repurchase special account do not participate in this profit distribution), a total of 1917798835 shares are distributed. Based on this, the total dividend is 23972485438 yuan, accounting for 30.01% of the net profit attributable to the shareholders of the listed company in the consolidated statement, and the remaining undistributed profit is carried forward to the next year.
If the total share capital of the company changes due to share repurchase and other matters from the date of disclosure of this announcement to the date of equity registration of equity distribution, the company plans to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly.
The independent directors agree to the company’s profit distribution plan for 2021 and agree to submit the profit distribution plan to the general meeting of shareholders for deliberation after being approved by the board of directors.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
5、 Proposal on deliberation of 2022 business plan
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
6、 Proposal on reviewing the financial budget of 2022
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
7、 Proposal on reviewing the full text and summary of the 2021 Annual Report
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention. (see the announcement on the same day) the proposal will be submitted to the general meeting of shareholders of the company for deliberation.
8、 Proposal on deliberation of daily connected transactions and transaction amount in 2022
According to the production and operation arrangement of the company in 2022, the company will have related party transactions with the actual controller of the company, China Aviation Industry Group Co., Ltd. (hereinafter referred to as aviation industry) and its subordinate units. The content of related party transactions is: purchasing goods, selling goods, deposits and loans of financial institutions, leasing and other businesses. (see announcement on the same day)
The independent directors of the company learned about the related matters of the company’s daily related party transaction proposal in 2022 before the meeting of the board of directors, and believed that the contents of the above proposal did not violate relevant regulations and did not harm the interests of the company and shareholders. They can be submitted as a proposal to the fourth meeting of the seventh board of directors in 2022 for deliberation.
The independent directors of the company agreed to the proposal of the company’s daily connected transactions in 2022 and agreed to submit the proposal to the general meeting of shareholders for deliberation.
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.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting.
9、 Proposal on reviewing the special report on the deposit and use of raised funds in 2021
According to the requirements of the regulatory authorities, the board of directors of the company prepared the special report of China Avionics Systems Co.Ltd(600372) on the deposit and use of raised funds in 2021, and the accounting firm issued the assurance report on the annual deposit and use of raised funds in China Avionics Systems Co.Ltd(600372) 2021, The sponsor issued the special verification report of Citic Securities Company Limited(600030) and AVIC securities on the deposit and actual use of raised funds in China Avionics Systems Co.Ltd(600372) 2021. (see announcement on the same day)
The independent directors have expressed independent opinions on the deposit and use of the company’s raised funds in 2021 and agreed to the proposal on reviewing the special report on the deposit and use of raised funds in 2021.
The proposal was adopted with 0 affirmative votes and 0 abstention votes.
10、 Proposal on deliberation of internal control evaluation report in 2021
In order to improve the operation and management level and risk prevention ability of the company and promote the sustainable and healthy development of the company, according to the requirements of the regulatory authorities, the company conducted internal control self-evaluation on the design and operation of internal control in 2021. Through self-evaluation, no major defects in the design or implementation of internal control were found, and the board of directors issued an internal control evaluation report.
(see announcement on the same day)
The independent directors have expressed independent opinions on the company’s internal control evaluation report and agreed to the company’s proposal on reviewing the internal control evaluation report in 2021.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
11、 Proposal on deliberation of internal control audit report in 2021
According to the basic norms of enterprise internal control and its supporting guidelines, the company hired Dahua Certified Public Accountants (special general partnership) to audit the internal control of the company and issued the standard unqualified internal control for China Avionics Systems Co.Ltd(600372) 2021
Prepare audit report. (see announcement on the same day)
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
12、 Proposal on reviewing the work report of the audit committee in 2021
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention. (see the same day)
(report)
13、 Proposal on deliberation of 2021 Social Responsibility Report
In accordance with the guiding opinions on the central enterprises’ performance of social responsibility issued by the state owned assets supervision and Administration Commission of the State Council, the guidelines on environmental information disclosure of listed companies issued by Shanghai Stock Exchange and the basic norms of enterprise internal control, the company has prepared the 2021 social responsibility report. (see announcement on the same day)
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
14、 Proposal on deliberation of 2021 annual report of independent directors
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention. (see the same day)
(report)
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
15、 Proposal on reviewing the renewal of accounting firm
According to relevant regulations and the recommendations of the audit committee of the board of directors of the company, the company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution of the company’s 2022 financial report and internal control audit institution, with a total audit fee of RMB 890000. Compared with the previous period, there is no change in the audit fee in this period. (see announcement on the same day)
The audit committee of the board of directors of the company has fully understood and reviewed the professional competence, investor protection ability, independence and integrity of Dahua Certified Public Accountants (special general partnership), evaluated the audit work in 2021, and considered that Dahua Certified Public Accountants (special general partnership) has relevant business audit qualification and can meet the audit needs of the company, During the audit of the company’s 2021 annual financial report, the company strictly followed the provisions of the auditing standards for Chinese certified public accountants, performed the necessary audit procedures, collected appropriate and sufficient audit evidence, and the audit conclusion was in line with the actual situation of the company. Agree to the proposal on reviewing the renewal of accounting firm.
The proposal has been approved by the independent directors in advance, and the independent directors of the company agree to reappoint him as the company’s 2022 financial report audit institution and internal control audit institution, and submit the proposal to the general meeting of shareholders for deliberation.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention.
The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
16、 Proposal on reviewing the risk continuous assessment report of AVIC Finance Co., Ltd. in 2021
Agree with the report on continuous risk assessment of AVIC Finance Co., Ltd. prepared by the company.
The independent directors of the company have expressed independent opinions on the continuous risk assessment report of AVIC Finance Co., Ltd. prepared by the company.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention. (see the same day)
(report)
17、 Review on the risk of deposit in AVIC Finance Co., Ltd
Proposal on disposal plan
Agree with the risk disposal plan for China Avionics Systems Co.Ltd(600372) deposits in AVIC Finance Co., Ltd. formulated by the company.
The independent directors of the company have expressed independent opinions on the risk disposal plan for China Avionics Systems Co.Ltd(600372) deposits in AVIC Finance Co., Ltd. formulated by the company.
The directors present at the meeting passed the proposal with 11 affirmative votes, 0 negative votes and 0 abstention. (see the same day)
(report)
It is hereby announced.
China Avionics Systems Co.Ltd(600372)
Board of directors
March 31, 2022
