Securities code: Inner Mongolia Dazhong Mining Co.Ltd(001203) securities abbreviation: Inner Mongolia Dazhong Mining Co.Ltd(001203) Announcement No.: 2022021
Inner Mongolia Dazhong Mining Co.Ltd(001203)
Announcement on changing the business scope of the company and amending the articles of Association
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.
Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as "the company") held the 10th meeting of the 5th board of directors on March 3, 2022, deliberated and adopted the proposal on changing the business scope of the company and amending the articles of association. The proposal needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Change of business scope
Before change: licensed business items: mining, processing and sales of mineral products; Smelting of mineral products; Processing and sales of oxidized pellets. Highway operation and management; Ordinary goods are transported by road. General business items: purchase and sale of mineral products (except control products), iron ore, steel, building materials, construction machinery, heavy vehicles, mining equipment and electromechanical products; Import and export trade (filing system); Tailings pond operation, sand and stone processing and sales.
After change: licensed business items: mining, processing and sales of mineral products; Smelting of mineral products; Processing and sales of oxidized pellets. Highway operation and management; Road transportation of ordinary goods; Mine scenic spot tourism. General business items: purchase and sale of mineral products (except control products), iron ore, steel, building materials, construction machinery, heavy vehicles, mining equipment and electromechanical products; Import and export trade (filing system); Tailings pond operation, sand and stone processing and sales.
2、 Revision of the articles of Association
In view of the change of the company's business scope and in accordance with the relevant provisions of the company law, the guidelines for the articles of association of listed companies and other laws and regulations, it is proposed to amend some provisions of the articles of association, as follows:
Before and after revision
(New) the company is established in accordance with Article 12 of the articles of association of the Communist Party of China
Organize and carry out party activities. The company provides for the activities of the party organization
Before and after revision
Provide necessary conditions.
After registration according to law, the business scope of the company is: licensed business. After registration according to law, the business scope of the company is: licensed business items: mining, processing and sales of mineral products; Metallurgical items of mineral products: mining, processing and sales of mineral products; Smelting of mineral products; Oxygen refining; Processing and sales of oxidized pellets. Highway operation and management; Chemical pellet processing and sales. Highway operation and management; Ordinary goods road transportation of ordinary goods. General business items: road transportation of mineral products; Mine scenic spot tourism. General business items: Article 14
(excluding controlled products), iron ore, steel, building materials, engineering machinery products (excluding controlled products), iron ore, steel, building materials, engineering machinery, heavy vehicles, mining equipment and electromechanical products; Purchase and sale of machinery, heavy vehicles, mining equipment and electromechanical products; Import and export trade (filing system); Operation of tailings pond; Sand and stone import and export trade (filing system); Operation of tailings pond; Sand and stone processing and sales. Labor and sales.
A company may purchase its own shares through a public centralized company, or through a public centralized trading method as specified in Article 25, or through an exchange method recognized by laws, regulations and the CSRC, or other methods recognized by laws, administrative regulations and the CSRC. It can be done in other ways.
Directors, supervisors, senior managers, directors, supervisors, senior managers holding more than 5% of the company's shares, shareholders holding more than 5% of the company's shares, and shareholders holding more than 5% of the company's shares sell their shares or stocks of the company within 6 months after purchase, Or sell the latter or other equity securities and buy them within 6 months after purchase, and the proceeds therefrom shall be sold by the company, or buy them again within 6 months after sale, thus Article 30
Yes, the board of directors of the company will recover its income. However, the proceeds will be owned by the company, and the board of directors of the company will recover the proceeds held by the securities company due to the underwriting and purchase of the remaining after-sales shares. However, if a securities company has more than 5% of the shares left after sales due to underwriting, the sale of the shares is not subject to the time limit of the CSRC. Except for other circumstances specified.
The general meeting of shareholders is the authority of the company. The general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
(II) elect and replace directors who are not staff representatives; (II) elect and replace directors, directors and supervisors who are not staff representatives, decide on the remuneration of relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors;
Item; (III) review and approve the report of the board of directors;
Article 41 (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 plan and decision (V) review and approve the company's annual financial budget plan and calculation plan;
Final settlement plan; (VI) review and approve the company's profit distribution plan and loss recovery plan (VI) review and approve the company's profit distribution plan and loss recovery plan;
Loss plan; (VII) make a decision 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;
Before and after revision
Discussion; (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, dissolution, liquidation or change of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form;
Make a resolution on changing the form of the company; (x) amend the articles of Association;
(x) amend the articles of Association; （11） (11) make resolutions on the employment and dismissal of accounting firms by the company;
Issue resolutions; （12） To examine and approve the guarantees stipulated in Article 42
（12） Deliberating and approving the guarantee matters specified in Article 41;
Item; （13） Review the purchase and sale of major assets by the company within one year (13) review the items where the purchase and sale of major assets by the company within one year exceeds 30% of the company's latest audited total assets and the assets exceed 30% of the company's latest audited total assets;
matter; （14） Review and approve the change of the purpose of the raised funds;
（14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan and employee stock ownership plan; （15） Review the equity incentive plan; （16） Review the company's transactions that meet the following standards (company (16) review the company's transactions that meet the following standards (except for corporate donated cash assets, debt relief and other cash assets that do not involve consideration, and external guarantees): payment, transactions without any obligations and external guarantees, provision of 1 The total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period (except for financial assistance): the assets involved in the transaction 1. If the total assets involved in the transaction account for both book value and evaluation value of the company's total audited in the latest period, the higher one is more than 50% of the total assets, The total assets involved in the transaction are the same as the calculation data; If there are book value and evaluation value, the higher one shall be taken as the calculation. 2. The data of the transaction object (such as equity) in the latest accounting year; The operating income related to the degree accounts for more than 50% of the company's latest fiscal year. 2. The net assets involved in the transaction object (such as equity) account for more than 50% of the listed audited operating income, and the absolute amount exceeds more than 50% of the company's latest audited net assets, and the absolute amount is more than 50 million yuan; If the amount exceeds 50 million yuan and the net assets involved in the transaction 3. If the subject matter of the transaction (such as equity) has both book value and assessed value in the latest accounting year, the higher one shall prevail; The net profit related to degree accounts for more than 50% of the audited net profit of the company in the latest fiscal year. 3. The operating revenue with the absolute amount exceeding the threshold accounts for 5 million yuan in the latest fiscal year; More than 50% of the operating income, and the absolute amount exceeds 50004. The transaction amount of the transaction (including debts and expenses) is 10000 yuan; Accounting for more than 50% of the company's latest audited net assets. 4. The transaction object (such as equity) has a relative and absolute amount of more than 50 million yuan in the latest fiscal year; 5. The net profit from the transaction accounts for more than 50% of the company's audited net profit in the latest fiscal year, and the absolute amount exceeds 5 million yuan; More than 50% of the audited net profit, and the absolute amount exceeds 5. The transaction amount of the transaction (including debts and expenses) accounts for
Before and after revision
Over 5 million yuan.
More than 50% of the latest audited net assets of the company, and if the data involved in the calculation of the above indicators 1-5 is negative, the amount exceeds 50 million yuan;
Value, which is calculated by taking its absolute value. 6. The profit generated from the transaction accounts for more than 50% of the company's net profit audited by laws, administrative regulations, departmental rules or the procedures of this chapter in the latest fiscal year, and the absolute amount exceeds 500. Other matters that should be decided by the general meeting of shareholders. Ten thousand yuan.
If the data involved in the calculation of indicators 1-6 above is negative, take its absolute value for calculation.
Review other matters that should be decided by the shareholders' meeting according to laws, administrative regulations, departmental rules or the articles of association.
The external guarantee of the company shall be reviewed by the board of directors, and the external guarantee of the company shall be timely disclosed after being reviewed by the board of directors. The act of external guarantee belongs to the following circumstances and
