Securities code: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022018 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Announcement of resolutions of the 9th meeting of the 3rd 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. 1、 Meetings of the board of directors
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company") the ninth meeting of the third board of directors was held on March 9, 2022 by combining on-site voting and communication voting. There are 7 directors who should vote at the meeting and 7 directors who actually vote. The convening and convening procedures of this meeting comply with relevant national laws and regulations, the articles of association and the rules of procedure of the board of directors. The voting procedure of this meeting is legal and valid. 2、 Deliberations of the board meeting
The meeting was presided over by Mr. Li Jianbo, chairman of the board of directors. The following proposals were considered and adopted by open ballot: (I) the proposal on the work report of the board of directors in 2021 was considered and adopted
In strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, as well as the articles of association, the rules of procedure of the board of directors and other company systems, the board of directors of the company starts from effectively safeguarding the interests of the company and the interests of the majority of shareholders, Conscientiously fulfilled the responsibilities entrusted to the board of directors by the general meeting of shareholders, diligently carried out various work in accordance with the development strategy and objectives determined by the company, continuously standardized the corporate governance structure of the company, ensured the scientific decision-making and standardized operation of the board of directors, and agreed to submit it to the annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the president's work report in 2021
The board of directors of the company believes that the president has led all employees of the company and coordinated the work of various departments, and has made certain development in production, sales, technology research and development, and the construction of internal control system. The board of directors of the company agrees to approve its work report.
Voting results: 7 in favor, 0 against and 0 abstention
(III) the proposal on the annual performance report of the audit committee of the board of directors in 2021 was deliberated and adopted. In 2021, all members of the audit committee of the board of directors of the company were able to faithfully and diligently perform their duties, make full use of professional knowledge, carefully analyze and judge the matters considered during the year and make reasonable decisions, which effectively promoted the standardized operation of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) deliberated and adopted the proposal on the performance report of independent directors in 2021
In 2021, all independent directors of the company, in the spirit of diligence, independence and integrity, earnestly fulfilled their obligations as independent directors, played the role of independent directors, put forward reasonable suggestions to the company based on their accumulated professional knowledge and practice experience, and paid attention to the development of the company; At the same time, it carefully reviewed various meeting proposals, financial reports and other documents, issued relevant written opinions according to the scope of responsibilities of independent directors and special committees, and actively promoted the objectivity and scientificity of the decision-making of the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the financial final accounts report of 2021
The board of directors of the company agrees to the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 annual financial statement prepared by the company in accordance with the requirements of relevant laws, regulations and normative documents.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on financial budget report for 2022
The board of directors of the company agreed to the company's financial budget report for 2022. On the basis of summarizing the business situation in 2021 and analyzing the business form in 2022, the company formulated the financial budget indicators for this year in combination with the company's business objectives and strategic development plan for 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) deliberation and approval of the proposal on the annual report of 2021 and its summary
The preparation and review procedures of the company's 2021 annual report comply with laws, regulations, the articles of association and the provisions of the company's internal management system. It fairly reflects the financial situation and operating results of the company in 2021. The information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
In 2021, the company has complied with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) The special account for raised funds shall be managed in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the guidelines for self discipline supervision of listed companies on the Shanghai Stock Exchange No. 1 - announcement format, and the investment projects of raised funds shall be implemented as planned. The use and management of the company's raised funds are legal and effective, and the obligation of information disclosure has been strictly fulfilled. There is no non timely, untrue, incorrect and incomplete disclosure, and there is no violation of the management of raised funds.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
(IX) deliberated and passed the proposal on the self-evaluation report on internal control in 2021
The board of directors agreed and approved the company's self-evaluation report on internal control in 2021. There were no major defects in the internal control over financial reporting during the reporting period. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations, and no major defects in non-financial reporting internal control have been found.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
(x) deliberated and passed the proposal on profit distribution in 2021
The listed company plans to distribute a cash dividend of 15.00 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 57993846 shares. Based on this calculation, the total cash dividend to be distributed is 8699076900 yuan (including tax), accounting for 31.59% of the net profit attributable to the shareholders of the listed company this year.
If the total share capital changes before the equity registration date of equity distribution, the company plans to maintain the distribution proportion per share unchanged, adjust the total distribution accordingly, and will announce the specific adjustment separately.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） Deliberated and passed the proposal on renewing the appointment of accounting firms
In the audit of the company in 2021, Lixin Certified Public Accountants (special general partnership) strictly abided by the independent, objective and fair professional standards, performed the audit responsibilities and completed all the audit work of the company. In order to ensure the continuity of audit business, it is agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the auditor of the company's financial report and internal control in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal on changing the registered capital of the company, amending the articles of association and handling industrial and commercial filing was deliberated and adopted
According to the reply on the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) issuing shares to specific objects (zjxk [2022] No. 347) issued by the China Securities Regulatory Commission on February 18, 2022, the company's non-public offering of shares is approved. This non-public offering has been completed, and the actual number of shares issued is 1235039. The company will carry out industrial and commercial filing according to the actual situation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on changing the company's registered capital, amending the articles of association, handling industrial and commercial change registration and formulating and revising the company's internal management system (Announcement No.: 2022023)
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） Deliberated and passed the proposal on formulating and revising the company's internal management system
In order to further improve the corporate governance structure and better promote the standardized operation of the company, in combination with the actual situation of the company, and in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange's Kechuang board, and the guidelines for self-discipline supervision of Shanghai Stock Exchange's Kechuang board listed companies No. 1 - standardized operation The company formulates and revises relevant system documents in accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation). 13.1. Deliberated and adopted the "on Amending the rules of procedure of the general meeting of shareholders"
Voting results: 7 in favor, 0 against and 0 abstention.
13.2. Deliberating and adopting the "on Amending the rules of procedure of the board of directors"
Voting results: 7 in favor, 0 against and 0 abstention.
13.3. Deliberated and adopted the amendment of the rules of procedure of the board of supervisors
Voting results: 7 in favor, 0 against and 0 abstention.
13.4. Deliberated and adopted the "on Revising the working system of independent directors"
Voting results: 7 in favor, 0 against and 0 abstention.
13.5. Deliberating and adopting the "on Revising the rules for the work of the CEO"
Voting results: 7 in favor, 0 against and 0 abstention.
13.6. Deliberated and adopted the "on Revising the working system of the Secretary of the board of directors"
Voting results: 7 in favor, 0 against and 0 abstention.
13.7. Review and adopt the "on Revising the external guarantee management system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.8. Deliberating and adopting the "on Revising the foreign investment management system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.9. The amendment to the management system for directors, supervisors and senior managers to hold and buy and sell the company's shares was reviewed and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
13.10. Deliberation and approval of the amendment to the management system of connected transactions
Voting results: 7 in favor, 0 against and 0 abstention.
13.11. Review and approve the "on Revising the raised funds management system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.12. Deliberated and adopted the on Revising the insider information management system
Voting results: 7 in favor, 0 against and 0 abstention.
13.13. Deliberated and adopted the "on Revising the information disclosure management system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.14. The voting result of "on Revising the accountability system for major errors in annual report information disclosure" was considered and adopted: 7 votes in favor, 0 votes against and 0 abstentions.
13.15. The proposal on Revising the system for preventing the occupation of funds by controlling shareholders, actual controllers and other related parties was reviewed and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
13.16. Review and adopt the "on Revising the major information reporting system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.17. Review and approve the "on Revising the anti fraud and reporting management system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.18. Review and adopt the "on Revising the internal control management system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.19. Review and adopt the "on Revising the internal control evaluation system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.20. Review and approve the "on Revising the internal control audit system"
Voting results: 7 in favor, 0 against and 0 abstention.
13.21. Deliberated and adopted the revision of the management system for major financial decisions
Voting results: 7 in favor, 0 against and 0 abstention.
13.22. Deliberated and adopted the revision of the management system for external financial assistance
Voting result: 7 affirmative votes, 0
