Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
constitution
March, 2002
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders fourteen
Section IV notice of general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors twenty-eight
Section III Special Committee of the board of Directors Chapter VI president and other senior managers 36 Chapter VII board of supervisors thirty-eight
Section I supervisors thirty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section 2 profit distribution system forty-one
(I) the company's profit distribution policy forty-one
(II) profit distribution form and priority of the company forty-two
(III) conditions for the company to implement cash distribution forty-two
(IV) period interval of cash dividends of the company forty-three
(V) conditions for the company to implement stock dividend distribution forty-three
(VI) decision making procedure and mechanism of profit distribution of the company forty-three
(VII) implementation of the company's profit distribution plan forty-three
(VIII) profit distribution principle of the company forty-three
(IX) adjustment mechanism of profit distribution policy forty-four
Section III internal audit forty-four
Section IV appointment of accounting firm Chapter IX notices and announcements forty-five
Section I notice forty-five
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-six
Section 1 merger, division, capital increase and capital reduction forty-six
Section 2 dissolution and liquidation 47 Chapter XI amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-nine
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, the articles of association are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions (hereinafter referred to as the "company").
The company is a joint stock limited company established by Luoyang Jianlong Chemical Co., Ltd. All shareholders of Luoyang Jianlong Chemical Co., Ltd., as the promoters of the joint-stock company, convert the audited net asset value corresponding to their equity into shares to subscribe for all shares issued by the joint-stock company, and establish a joint-stock limited company by means of sponsorship.
The company was registered with Luoyang Market Supervision and Administration Bureau and obtained the business license. The unified social credit code is 91410 Fujian Acetron New Materials Co.Ltd(300706) 5418963.
Article 3 the company was registered with the consent of China Securities Regulatory Commission on October 28, 2019, issued 14.46 million RMB common shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on December 4, 2019.
Article 4 registered name of the company: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) .
English name of the company: Luoyang jalon micro nano new materials Co., Ltd
Article 5 domicile of the company: industrial cluster zone (Junmin Road, industrial zone), Yanshi City, Henan Province
Postal Code: 471900
Article 6 the current registered capital of the company is RMB 5922885 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
A legally binding document on the relationship between rights and obligations with shareholders, and a legally binding document on the company, shareholders, directors, supervisors and senior managers.
According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term "other senior managers" as mentioned in the articles of association refers to the company's vice president, Secretary of the board of directors, chief financial officer and other personnel recognized by the board of directors.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company's business purpose: scientific and technological innovation, keeping pace with the times and building an international brand in the molecular sieve industry. Article 14 after registration according to law, the business scope of the company: production and sales of adsorption materials; Production and sales of catalytic materials; Sales of industrial sodium chloride; Retail of chemical products (excluding dangerous chemicals). To be engaged in the export business of the self-produced products and technologies of the enterprise and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise, except for the commodities and technologies restricted or prohibited by the state.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For the same class of shares issued by the company at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the names of the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows:
Sequence name of initiator / name unified social credit code / proportion of subscribed shares contribution method contribution time
ID No. (10000 shares)
1 Li Jianbo 41032119680924001x 140000 43.92% net assets March 31, 2015
2 Shenzhen shenyunlong investment 91440 Guangdong Xiongsu Technology Group Co.Ltd(300599) 0987524500.00 15.68% net assets March 31, 2015 Development Co., Ltd
3 li Xiaohong 41032119681016 Jiangsu Asia-Pacific Light Alloy Technology Co.Ltd(002540) 0.00 12.55% net assets March 31, 2015
Henan CSI kaiyuanchuang
4 industry investment fund (with 9141 Shenzhen Quanxinhao Co.Ltd(000007) 7846784p 351.58 and 11.03% of net assets, limited to partnership as of March 31, 2015)
5 Guo Nenhong 410321197410100540100.00 3.14% net assets March 31, 2015
6 Zhengzhou Huazhu Technology Co., Ltd. has 914101 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 6525680.00 2.51% net assets as of March 31, 2015
7 Huang Junli 41302519680620001470.00 2.20% net assets March 31, 2015
8 Liu Jiaxiang 44140219830704103960.00 1.88% net assets March 31, 2015
9 maweiwei 21040419660213069150.00 1.57% net assets March 31, 2015
10 Wu Yongzhi 34010319690405302632.00 1.00% net assets March 31, 2015
11 Wang Linlin 41030519660630 Hollyland (China) Electronics Technology Corp.Ltd(002729) .30 0.92% net assets March 31, 2015
12 Bainiu 41032719580313602025.00 0.78% net assets March 31, 2015
13 Fang Xiaoli 4112199650202006725.00 0.78% net assets March 31, 2015
14 Yanping 41032119621119054820.00 0.63% net assets March 31, 2015
Zhengzhou Rongying Enterprise Management Co., Ltd
15 management consulting center (pu914101 Citic Offshore Helicopter Co.Ltd(000099) 308266p 15.12 0.47% net assets, Tongtong partnership on March 31, 2015)
16 Ma Honglian 12011219640712162810.00 0.31% net assets March 31, 2015
17 Dong Xiuzhen 12010319450227582210.00 0.31% net assets March 31, 2015
18 Zhao Fengying 4102031964091415245.00 0.16% net assets March 31, 2015
19 Duan Huizhen 4107231969032400295.00 0.16% net assets March 31, 2015
Total 3188100.00%——
Article 20 the total number of shares of the company is 5922885 million, all of which are ordinary shares.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not use gifts, advances
Provide any assistance to those who purchase or intend to purchase shares of the company in the form of guarantee, compensation or loan.
Section II increase, decrease and repurchase of shares
Article 22 according to the needs of operation and development and the provisions of laws and regulations, the company shall be approved by the shareholders' meeting
The board of directors shall make resolutions respectively to increase the capital in the following ways:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
Article 23 the company may reduce its registered capital.
The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, there are the following circumstances
