Securities code: 300775 securities abbreviation: Xi'An Triangle Defense Co.Ltd(300775) Announcement No.: 2022-002
Bond Code: 123114 bond abbreviation: triangular convertible bond
Xi'An Triangle Defense Co.Ltd(300775)
Announcement on resolutions of the 27th meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
Xi'An Triangle Defense Co.Ltd(300775) (hereinafter referred to as " Xi'An Triangle Defense Co.Ltd(300775) " or "the company") sent a notice of convening the 27th meeting of the second board of directors to all directors on January 5, 2022. The meeting was held by means of communication on January 11, 2022. At this meeting, there are 11 directors who should participate in voting and 11 directors who actually participate in voting. The meeting was presided over by the chairman, Mr. Yan Jianya, and some 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 other laws and regulations, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the establishment of the strategy committee and the remuneration and assessment committee of the board of directors
In order to improve the corporate governance structure, improve the level of strategic decision-making, and improve the company's salary and assessment management mechanism, according to the guidelines for standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the board of directors of the company plans to establish two special committees: Strategy Committee and salary and assessment committee.
Voting results: 11 in favor, 0 against and 0 abstention. The motion was passed. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on formulating the working rules of the strategy committee of the board of directors was deliberated and adopted
In order to further improve the corporate governance structure and standardize the operation of the strategy committee of the board of directors, the board of directors of the company has formulated the detailed rules for the work of the strategy committee of the Xi'An Triangle Defense Co.Ltd(300775) board of directors. For details, please refer to the designated information disclosure website http://www.cn.info.com.cn.
Voting results: 11 in favor, 0 against and 0 abstention. The motion was passed. (III) the proposal on formulating the working rules of the remuneration and assessment committee of the board of directors was deliberated and adopted
In order to further improve the corporate governance structure and standardize the operation of the remuneration and assessment committee of the board of directors, the board of directors of the company has formulated the detailed rules for the work of the remuneration and assessment committee of the Xi'An Triangle Defense Co.Ltd(300775) board of directors. For details, please refer to the designated information disclosure website http://www.cn.info.com.cn.
Voting results: 11 in favor, 0 against and 0 abstention. The motion was passed. (IV) deliberated and passed the proposal on the election of members and chairman of the remuneration and assessment committee and Strategy Committee of the second board of directors
After voting by the participating directors, the chairman and members of the remuneration and assessment committee and Strategy Committee of the second board of directors of the company are as follows:
Name of special committee members: Chairman
Remuneration and assessment committee Guo Yingguang, Wang Jue and Qiangli Wang Jue
Strategy Committee Yan Jianya, Xiang Chuan and Guo Yingguang
The chairpersons and members of the above special committees of the board of directors shall take office from the date of deliberation and approval of the board of directors, and the term of office shall be the same as that of the current board of directors.
Voting results: 11 in favor, 0 against and 0 abstention. The motion was passed. (V) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
Due to the adjustment of the special committee under the board of directors and in combination with the actual situation of the company, some provisions of the rules of procedure of the board of directors are revised as follows:
Original clause revised clause
Article 29 Article 29
At present, the board of directors only has an audit committee. At present, the board of directors of the audit committee has established an audit committee and a remuneration and examiner Committee, whose main responsibilities are: the nuclear Committee and the strategy committee. The Audit Committee (I) proposes to hire or replace the external audit institution; The main responsibilities of the company are: (II) supervising the company's internal audit system and (I) proposing to hire or replace external audit institutions; implementation; (II) supervise the company's internal audit system and (III) be responsible for the implementation between internal audit and external audit;
Communication; (III) be responsible for the relationship between internal audit and external audit (IV) review the company's financial information and its disclosure; Communication; (V) review the company's internal control system, and (IV) review the company's financial information and its disclosure; Audit the transaction; (V) review the company's internal control system, and (VI) other matters authorized by the company's board of directors. Audit the transaction;
(VI) other matters authorized by the board of directors of the company. The main responsibilities of the remuneration and assessment committee are:
(I) study the assessment standards for directors and general managers, conduct assessment and put forward suggestions;
(II) study and review the salary plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises;
(III) the salary plan or scheme mainly includes (but is not limited to) performance evaluation standards, procedures and main
Evaluation system, main schemes and systems of rewards and punishments, etc; (IV) supervise the implementation of the company's salary system;
(V) other matters authorized by the board of directors.
The main responsibilities of the strategy committee are:
(I) study the long-term development strategic planning of the company and put forward suggestions;
(II) study and put forward suggestions on major investment and financing schemes subject to the approval of the board of directors as stipulated in the articles of Association;
(III) study and put forward suggestions on major capital operation and asset management projects subject to the approval of the board of directors as stipulated in the articles of Association;
(IV) study and put forward suggestions on other major issues affecting the development of the company;
(V) check the implementation of the above matters; (VI) other matters authorized by the board of directors.
In addition to the above-mentioned amendments, the remaining provisions remain unchanged. For the revised rules of procedure of the board of directors, see the designated information disclosure website cninfo.com (www.cn. Info. Com. CN.).
Voting results: 11 in favor, 0 against and 0 abstention. The motion was passed. This proposal still needs to be considered by the general meeting of shareholders.
(VI) deliberated and passed the proposal on Amending the articles of association
According to the company law, the guidelines for the articles of association of listed companies and other laws and regulations and the actual situation of the company, modify some provisions of the articles of association and handle industrial and commercial registration accordingly. The articles of association is specifically amended as follows:
Original clause revised clause
Article 121 Article 121
With the approval of the general meeting of shareholders, the board of directors of the company shall set up a special committee. With the approval of the general meeting of shareholders, the board of directors of the company may set up a door Committee, and the independent directors shall set up a special committee in the Committee.
When it accounts for more than half of the proportion.
Article 152 Article 152
The board of directors of the company shall set up an audit committee, and the whole board of directors of the company shall set up an audit committee. The remuneration and department shall be composed of directors, of which half shall be independent directors, and the assessment committee and Strategy Committee shall have more than all members and serve as the convener; The audit committee is composed of directors. In the audit committee and the remuneration and assessment committee, at least one independent director shall be an accounting professional, and the independent director shall account for more than half of the staff sergeant. The convener of the audit committee is the accounting major and serves as the convener; There should be at least one person on the audit committee. The convener of each special committee shall be the board of directors, and an independent director shall be an accounting professional. Review appointment and removal. The convener of the planning committee is an accounting professional. The conveners of each special committee shall be appointed or removed by the board of directors.
Except for the above-mentioned amendments, the remaining provisions remain unchanged. For the revised articles of association, please refer to the designated information disclosure website cninfo.com (www.cn. Info. Com. CN.).
Voting results: 11 in favor, 0 against and 0 abstention. The motion was passed. This proposal still needs to be considered by the general meeting of shareholders.
(VII) the proposal on convening the first extraordinary general meeting in 2022 was deliberated and adopted. For details, see the notice on convening the first extraordinary general meeting in 2022 disclosed by the company on cninfo.com on the same day.
Voting results: 11 in favor, 0 against and 0 abstention. The motion was passed. It is hereby announced.
Xi'An Triangle Defense Co.Ltd(300775) board of directors
January 11, 2022
