Securities code: Henan Liliang Diamond Co.Ltd(301071) securities abbreviation: Henan Liliang Diamond Co.Ltd(301071) Announcement No.: 2022008 Henan Liliang Diamond Co.Ltd(301071)
Announcement on Amending the articles of association and handling the industrial and commercial change registration
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.
Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”) held the 14th meeting of the second board of directors and the 10th meeting of the second board of supervisors on February 25, 2022, deliberated and adopted the proposal on Amending the articles of association and handling the industrial and commercial change registration. The details are as follows:
1、 Amendments to the articles of Association
In order to further improve the standard operation level and improve the corporate governance structure, In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Combined with the actual situation of the company, some provisions of the articles of association have been revised.
The specific amendments are as follows:
Before and after revision
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws and regulations. limited company.
The company is established by Henan Power New Material Co., Ltd., by Henan Power New Material Co., Ltd. in the form of overall change according to law, and in Shangqiu company in the form of overall change according to law, registered with Shangqiu Administration for Industry and commerce, registered with the municipal market supervision and Administration Bureau, and obtained the business license, The unified social credit code is the license, and the unified social credit code is 91411400565103402w. 91411400565103402W。
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions added in the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, Article 24 the company may not acquire its own shares in accordance with laws, administrative regulations, departmental rules and regulations. However, except for one of the following circumstances: purchase the shares of the company in accordance with the provisions of the articles of association: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
Merger of companies; (III) use shares for employee stock ownership plan or (III) use shares for employee stock ownership plan or equity incentive;
Equity incentive for investors; (IV) the shareholders request the company to acquire its shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to take over the company because they disagree with the company’s merger and division resolution made at the general meeting of shareholders;
Purchase its shares; (V) use the shares to convert the corporate bonds issued by the company; (V) use the shares to convert the corporate bonds issued by the company into shares;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company’s value and shareholders’ equity. (VI) the company is necessary to maintain the company’s value and shareholders’ equity. Necessary for rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares Article 25 the company may purchase its own shares through public centralized trading, or by shares, or through public centralized trading, or by laws and regulations and other laws and regulations recognized by the CSRC and other methods recognized by the CSRC. Method.
If the company purchases the shares of the company in accordance with paragraph (III) of paragraph 1 of the articles of association, it shall purchase the shares of the company in a public manner. If the company purchases the shares of the company in accordance with the circumstances specified in items (III), (V) and (VI) of paragraph 1 of the articles of association, it shall do so in a public centralized transaction. Centralized trading.
Article 25 Where the company purchases its shares under the circumstances specified in items (I) and (II) of the articles of association due to the circumstances specified in items (I) and (II) of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The of shares of the company shall be decided by the general meeting of shareholders. If the company purchases the shares of the company in accordance with item (III) of paragraph 1 of the articles of association, or receives the shares of the company in accordance with items (V) and (VI) of paragraph 1 of the articles of association, it may purchase the shares of the company in accordance with the provisions of the articles of association, or in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, Resolutions of the board of directors meeting attended by more than two-thirds of the directors with the approval of two-thirds or the authorization of the general meeting of shareholders. Resolutions of the board meeting attended by the directors at the meeting.
If the company’s shares are purchased according to paragraph (I) of this articles of association, it shall be cancelled within 10 days after the date of acquisition in accordance with paragraph (I) of this articles of Association; It shall be cancelled within 10 days from the date of acquisition; If it falls under the circumstances of items (II) and (IV), it shall be transferred or cancelled within 6 months if it falls under the circumstances of items (II) and (IV); (III) transfer or cancellation within 6 months; In the case of items (III), (V) and (VI), and in the case of items (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
When transferred or cancelled within 3 years.
Article 37 the shareholders of the company shall undertake the following obligations Article 38 The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and this chapter (I) abide by laws, administrative regulations and these articles of Association; Process;
(II) pay the share capital according to the shares it has subscribed for and the shareholder (II) pay the share capital according to the shares it has subscribed for and the way it has become a shareholder; Pay the share capital in cash;
(III) except for the circumstances stipulated by laws and regulations, (III) except for the circumstances stipulated by laws and regulations, the company shall not withdraw its shares; No withdrawal;
(IV) not abuse the rights of shareholders to damage the company; (IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; Shall not abuse the company law or the interests of other shareholders; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the independent status of the company’s legal person and the limited liability of shareholders to damage the interests of the company’s creditors; The interests of creditors;
If the shareholders of the company abuse their rights and cause losses to the company or other shareholders specified in (V) laws, administrative regulations and the articles of association, they shall bear other obligations according to law.
Liability. Where a shareholder of a company abuses the rights of shareholders and causes losses to the company or other shareholders who abuse the independent status of the company’s legal person, he shall bear the limited liability of shareholders according to law, evade debts and compensate for serious damages. Where the company has creditor’s rights (interests, it shall be jointly and severally liable for the company’s debts and the abuse of the independent status of the company’s legal person by the company’s shareholders. And shareholders with limited liability, evade debts, and seriously damage (V) the creditor’s rights (interests of the company according to laws, administrative regulations and the procedures of this chapter, they shall undertake other obligations for the debts of the company. Joint and several liability.
Article 43 the general meeting of shareholders shall exercise the following functions and powers according to law:
(I) decide on the company’s business policy and investment (I) decide on the company’s business policy and investment plan; Plan;
(II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, decide on the directors and supervisors held by relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget (V) review and approve the company’s annual financial budget plan and final settlement plan; Settlement plan and final settlement plan;
(VI) review and approve the company’s profit distribution formula (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; Make a resolution in this;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division and dissolution of the company; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions on liquidation or change of company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; The firm makes a resolution;
（12） (12) to review and approve the Guarantees specified in the articles of association 0; Guarantee matters;
（13） Review the purchase and sale of major assets by the company within one year; (XIII) review the purchase and sale of major assets by the company within one year over the latest period of review, and the sale of major assets by the company over the latest period of review
Matters accounting for 30% of total assets; Matters accounting for 30% of total assets;
（14） Deliberating and approving changes in the use of raised funds (14) deliberating and approving changes in the use of raised funds; Matters in transit;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee (XVI) review the laws, administrative regulations and shareholding plan of the Ministry; Other matters that shall be deliberated by the general meeting of shareholders (XVI) according to the regulations or the articles of association. Other matters that shall be decided by the general meeting of shareholders according to the regulations or the articles of association, and the functions and powers of the above general meeting of shareholders shall not be passed. The power shall be exercised by the board of directors or other institutions and individuals, and the functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by delegation. The form of power shall be exercised by the board of directors or other institutions and individuals.
Article 43 the transactions of the company (except for the transactions of the company (except for providing guarantee) that meet one of the following standards, except for providing guarantee and providing financial assistance) shall be submitted to the general meeting of shareholders of the company for deliberation: if the transactions meet one of the following standards, they shall be submitted to the general meeting of shareholders of the company for deliberation (I) the proportion of the total assets involved in the transaction to the total assets of the company for deliberation:
More than 50% of the total assets audited in the latest period. The total assets involved in this (I) transaction account for more than 50% of the total assets involved in the company’s transaction. At the same time, there is more than 50% of the total assets audited in the latest period. If this and the evaluated value, the higher one shall be taken as the calculation basis; The total assets involved in the transaction have book value at the same time. (II) if the subject matter of the transaction (such as equity) has the latest and evaluated value, the higher one shall be taken as the calculation basis; The relevant operating income of an accounting year accounts for more than 50% of the audited operating income of the company’s (II) transaction object (such as equity) in the most recent accounting year, and the absolute amount exceeds RMB 5000 yuan of the audited operating income in the most recent accounting year;
