Securities code: Beijing Aerospace Changfeng Co.Ltd(600855) securities abbreviation: Beijing Aerospace Changfeng Co.Ltd(600855) Announcement No.: 2022011 Beijing Aerospace Changfeng Co.Ltd(600855)
Announcement of resolutions of the 21st Meeting of the 11th 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.
Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as the company) sent a written notice on March 23, 2022, and held the 21st Meeting of the 11th board of directors on the spot in conference room 822 on the eighth floor of Beijing Aerospace Changfeng Co.Ltd(600855) building on the afternoon of March 30, 2022. There were 9 directors and 9 actual directors. The meeting was presided over by Mr. Xiao Haichao, chairman of the board of directors, and the meeting procedures were in line with the relevant provisions of the company law and the articles of association. The directors attending the meeting carefully considered the proposals of the meeting and formed the following resolutions:
1. Reviewed and approved the 2021 president's work report of the company.
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
2. The 2021 work report of the board of directors of the company was reviewed and approved, and it was agreed to submit it to the general meeting of shareholders for deliberation and voting.
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
3. The full text and summary of the company's 2021 annual report were reviewed and approved, and it was agreed to submit it to the general meeting of shareholders for deliberation and voting.
See the website of Shanghai stock exchange for details http://www.sse.com.cn. 。
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
4. The company reviewed and approved the 2021 annual financial statement report and agreed to submit it to the general meeting of shareholders for deliberation and voting.
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
The profit distribution plan for 2021 is: Based on the total share capital of 450426801 shares on the day when the profit distribution proposal is considered by the board of directors, it is proposed to distribute a cash dividend of RMB 0.79 (tax included) for every 10 shares, with a total cash dividend of RMB 3558371728 (tax included), accounting for 30.31% of the net profit attributable to the owners of the parent company realized by the company in 2021. See announcement of profit distribution plan for Beijing Aerospace Changfeng Co.Ltd(600855) 2021 for details.
Independent directors expressed relevant opinions and believed that this distribution plan complies with the relevant provisions of the articles of association and laws and regulations, is conducive to the protection of the interests of all shareholders and the long-term development of the company. The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation and voting.
6. The company's proposal on the financial budget of 2022 was reviewed and approved, and it was agreed to submit it to the general meeting of shareholders for deliberation and voting.
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
7. The proposal on applying for comprehensive credit from Shanghai Pudong Development Bank was deliberated and adopted. The company agreed to apply for 280 million yuan of comprehensive credit from Shanghai Pudong Development Bank Beijing Branch; Apply for 230 million yuan comprehensive credit from Industrial And Commercial Bank Of China Limited(601398) Beijing Yongding Road sub branch; Apply for RMB 200 million comprehensive credit from China Minsheng Banking Corp.Ltd(600016) Beijing Branch; Apply for 100 million yuan comprehensive credit from Bank Of China Limited(601988) Shijingshan sub branch; Apply to China Merchants Bank Co.Ltd(600036) Beijing Branch for 250 million yuan comprehensive credit; Apply to Beijing Anzhen sub branch of Guangdong Development Bank for a comprehensive credit of 500 million yuan; Apply to China Everbright Bank Company Limited Co.Ltd(601818) Beijing Jiaotong University sub branch for a comprehensive credit of 150 million yuan; Apply to Industrial And Commercial Bank Of China Limited(601398) Foshan Shiwan sub branch for a comprehensive credit of 85 million yuan; Apply to Aerospace Science and Industry Finance Co., Ltd. for a comprehensive credit of 800 million yuan; Apply for a total of 370 million yuan of comprehensive credit line from other financial institutions, and a total of 2.965 billion yuan of comprehensive credit line. Applying for comprehensive credit is mainly used for working capital loans, issuing bank acceptance bills, letter of guarantee, letter of credit, bill discount and other related businesses. The credit term is one year, and this comprehensive credit is applicable
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation and voting.
8. The proposal on signing a financial cooperation agreement with aerospace science and Industry Group Finance Co., Ltd. was deliberated and adopted. See Beijing Aerospace Changfeng Co.Ltd(600855) announcement on related party transactions of signing financial cooperation agreement with aerospace science and Industry Finance Co., Ltd. for details. Affiliated directors Xiao Haichao, Su Zihua, Huang Yunhai, Chen Guangcai, he Jianping and Qiu Xuyang avoided voting.
The voting results of this proposal are as follows: 3 in favor, 0 abstention, 0 against and 6 withdrawal. This proposal shall be submitted to the general meeting of shareholders for deliberation and voting.
9. The proposal on formulating the risk disposal plan for Beijing Aerospace Changfeng Co.Ltd(600855) handling financial business in Aerospace Science and Industry Finance Co., Ltd. was deliberated and adopted. Affiliated directors Xiao Haichao, Su Zihua, Huang Yunhai, Chen Guangcai, he Jianping and Qiu Xuyang avoided voting. The voting results of this proposal are as follows: 3 in favor, 0 abstention, 0 against and 6 withdrawal. This proposal shall be submitted to the general meeting of shareholders for deliberation and voting.
10. The proposal on Issuing the risk assessment report of Beijing Aerospace Changfeng Co.Ltd(600855) carrying out related party transactions with aerospace science and Industry Finance Co., Ltd. and signing the financial cooperation agreement was reviewed and approved. Affiliated directors Xiao Haichao, Su Zihua, Huang Yunhai, Chen Guangcai, he Jianping and Qiu Xuyang avoided voting.
The voting results of this proposal are as follows: 3 in favor, 0 abstention, 0 against and 6 withdrawal. This proposal shall be submitted to the general meeting of shareholders for deliberation and voting.
11. The proposal on withdrawing the goodwill impairment of aerospace Burke was deliberated and adopted. After review, the board of Directors believes that according to the accounting standards for business enterprises and other relevant regulations, the provision for goodwill impairment follows the principles of prudence and rationality, and the basis for the provision for goodwill impairment is sufficient and in line with the actual situation of the company. The provision for impairment of goodwill this time fairly reflects the company's financial situation and operating results, and it is agreed to make provision for impairment of goodwill this time. For details, see Beijing Aerospace Changfeng Co.Ltd(600855) announcement on withdrawing goodwill impairment of aerospace Burke, a holding subsidiary. (Announcement No.: 2022014)
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
12. The proposal on withdrawing goodwill impairment of Aerospace Precision I was deliberated and adopted. After review, the board of Directors believes that according to the accounting standards for business enterprises and other relevant regulations, the provision for goodwill impairment follows the principles of prudence and rationality, and the basis for the provision for goodwill impairment is sufficient and in line with the actual situation of the company. The provision for impairment of goodwill this time fairly reflects the company's financial situation and operating results, and it is agreed to make provision for impairment of goodwill this time. For details, see Beijing Aerospace Changfeng Co.Ltd(600855) announcement on withdrawing goodwill impairment of aerospace Jingyi, a holding subsidiary.
(Announcement No.: 2022015)
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
13. The proposal on the provision for impairment of aerospace Jingyi long-term equity investment was deliberated and adopted. After review, the board of Directors believes that the provision for impairment of long-term equity investment this time complies with and meets the requirements of the accounting standards for business enterprises. After the provision for impairment, the company's 2021 financial statements can more fairly reflect the company's asset status and make the company's accounting information more authentic, reliable and reasonable. For details, see Beijing Aerospace Changfeng Co.Ltd(600855) announcement on the provision for impairment of long-term equity investment of aerospace Jingyi, the holding subsidiary. (Announcement No.: 2022016)
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
14. The proposal on the company's expected daily related party transactions in 2022 was reviewed and approved, and it was agreed to submit it to the general meeting of shareholders for deliberation and voting. Affiliated directors Xiao Haichao, Su Zihua, Huang Yunhai, Chen Guangcai, he Jianping and Qiu Xuyang avoided voting. The independent directors gave their prior approval opinions, and the audit committee of the board of directors gave their written review opinions. See the announcement of estimated daily connected transactions in Beijing Aerospace Changfeng Co.Ltd(600855) 2022 for details. (Announcement No.: 2022019) the voting results of this proposal are as follows: 3 votes in favor, 0 abstention, 0 opposition and 6 withdrawal.
15. The proposal on renewing the appointment of accounting firms in 2022 was deliberated and adopted. See the announcement of Beijing Aerospace Changfeng Co.Ltd(600855) on renewing the appointment of accounting firms in 2022 for details. (Announcement No.: 2022020)
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation and voting.
16. The special report on the annual deposit and actual use of raised funds of the company was reviewed and approved. See the website of Shanghai stock exchange for details http://www.sse.com.cn. 。
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
17. The 2021 annual internal control evaluation report of the company was reviewed and approved, and it was agreed to submit it to the general meeting of shareholders for deliberation and voting. See the website of Shanghai stock exchange for details http://www.sse.com.cn. 。
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
18. The proposal on the work report of the company's internal control system in 2021 was reviewed and approved. In 2021, the company further strengthened the standardized management and audit of rules and regulations, improved the whole life cycle management mechanism of rules and regulations, and adapted to the new requirements of corporate governance. Track the implementation of major risk response plans in 2021, and supervise and inspect the implementation of risk management and the effectiveness of internal control to ensure 100% closed-loop management; Through questionnaire survey, the risk matrix method is used to determine the business risk in 2022 and complete the response plan. Continue to improve the internal control information construction, promote the launch and application of the fund management system in all levels of the company, carry out self inspection and self correction of the effectiveness of the internal control system in key areas such as bidding management and fund management, and carry out internal control maturity evaluation, focus on the important businesses with relatively weak control, and increase the investment of on-site inspection resources and the sharing of various supervision achievements.
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
19. The proposal of the company's comprehensive plan for the 14th five year plan was deliberated and adopted. During the 14th Five Year Plan period, the company will adhere to the mission vision of "making society safer and life healthier", and take implementing the new development concept, building a new development pattern, adhering to high-quality development, adhering to the system concept, focusing on the main responsibility and main business, and deepening the supply side reform as the general program of development. Focusing on the field of national security, focus on the four major industries of public security, power supply, medical treatment and electronic information, clarify the two missions and tasks of high-level and high-quality industrial operation and high safety and efficiency of capital operation, and establish three focus points: innovation driven, coordinated development and legal compliance. Adhere to the concept of system, strengthen the strategic guidance with the mode of major projects, systematically layout the three major projects of vitality, power and safety, implement n key actions, strengthen coordinated development and accelerate transformation and upgrading. Give full play to the role of professional integration, resource optimization and equity investment and financing platform of listed companies, and build an industrial development model of "agglomeration and intensive cluster" by focusing on industrial chain, value chain and supply chain. Create a "new Changfeng" that "demonstrates the responsibility of central enterprises, leads the market, is deeply respected by the industry, highly trusted by customers and widely loved by employees". Strive to basically build China's first-class Aerospace Safety high-tech listed company by 2025 and China's first-class Aerospace Safety high-tech listed company by 2035.
The voting results of this proposal are as follows: 9 votes in favor, 0 abstention and 0 opposition.
20. After listening to the report on the work of independent directors, it was agreed to submit it to the general meeting of shareholders for deliberation. See the website of Shanghai stock exchange for details http://www.sse.com.cn. 。
21. Heard the report of the audit committee. See the website of Shanghai stock exchange for details http://www.sse.com.cn. 。
The time of holding the 2021 annual general meeting of shareholders of the company will be notified separately.
It is hereby announced.
Beijing Aerospace Changfeng Co.Ltd(600855)
Board of directors
April 1, 2022
