Securities code: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022023 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Announcement on changing the company's registered capital, amending the articles of association, handling the industrial and commercial change registration, and formulating and revising the company's internal management system
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.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company") held the ninth meeting of the third board of directors on March 9, 2022, deliberated and adopted the proposal on changing the registered capital of the company, amending the articles of association and handling industrial and commercial filing, and the proposal on formulating and revising the internal management system of the company. The relevant information is hereby announced as follows: I Relevant information about the change of the company's registered capital
According to the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) capital verification report (xksbz [2021] No. zb11530) issued by Lixin Certified Public Accountants (special general partnership) on November 26, 2021, it is confirmed that the registered capital of the company will be changed from 5782000000 yuan to 5799384600 yuan after the first vesting of the first vesting period of the restricted stock incentive plan in 2020, The total number of shares of the company was changed from 5782000000 shares to 5799384600 shares.
According to the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) capital verification report (xksbz [2022] No. zb10048) issued by Lixin Certified Public Accountants (special general partnership) on March 4, 2022, it is confirmed that after the issuance of shares to specific objects through simple procedures in 2021, the registered capital of the company is changed from 5799384600 yuan to 5922888500 yuan, The total number of shares of the company was changed from 5799384600 shares to 5922888500 shares. 2、 The revision of some provisions of the articles of association and the formulation and revision of the company's internal management system
In order to further improve the corporate governance structure and better promote the standardized operation of the company, combined 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 science and innovation board and the guidelines for the standardized operation of listed companies of Shanghai Stock Exchange According to 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), the company formulated and revised the articles of association and relevant system documents, which were deliberated and adopted at the ninth meeting of the third board of directors of the company. Some management systems need to be submitted to the 2021 annual general meeting of shareholders for deliberation, The details are as follows: (I) the company plans to amend the relevant provisions of the articles of association, and the specific amendments are as follows:
Original and modified terms
Article 6 the current registered capital of the company is RMB. Article 6 the current registered capital of the company is RMB 57.82 million. 5922885 million yuan
Article 7 the business term of the company is from July 27, 1998
Article 7 the company is a permanent joint stock limited company. From July to July 26, 2028.
Article 10 the articles of association shall become a legally binding document regulating the rights and obligations between the organization and behavior of the company, the organization and behavior of the company and shareholders, the organization and behavior of shareholders and shareholders, the rights and obligations between the company and shareholders, and the rights and obligations between shareholders, A document legally binding on the company, shareholders, directors, supervisors and senior managers, and on the company, shareholders, directors, supervisors and senior managers. A legally binding document of the Commissioner.
According to the articles of association, shareholders can sue shareholders, and shareholders can sue shareholders. According to the articles of association, shareholders can sue directors, supervisors, managers and other senior managers of the company, directors, supervisors, President and other senior managers of the company, shareholders can sue the company, the company can sue shareholders, members and shareholders can sue the company, The company may sue shareholders, directors, supervisors, President and other senior managers. Directors, supervisors, President and other senior managers.
Article 11 The term "other senior managers" as mentioned in the articles of association refers to the vice president, Secretary of the board of directors and chief financial officer of the company, and refers to the deputy manager, Secretary of the board of directors and person in charge of finance of the company. Other personnel determined 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.
Article 19 the total number of shares of the company is 57.82 million at present. Article 20 the total number of shares of the company is 5922885 million shares, all of which are ordinary shares. Shares, all ordinary shares.
Article 23 the company shall not purchase its own shares; However, under any of the following circumstances, the company may purchase its own shares in accordance with Article 24 of the law and administrative law. However, the acquisition of the company in accordance with the regulations, departmental rules and the articles of association is not subject to any of the following circumstances:
Shares:
... Article 25 Where the company acquires its shares due to the circumstances specified in Item (I) of Article 23 and item (II) of Article 24 of the articles of association, the acquisition of the shares under the circumstances specified in items (I) and (II) of Article 24 shall be subject to the resolution of the general meeting of shareholders; Article 23 Where a resolution of the company is adopted by the shareholders' meeting, it shall be approved by the shareholders' meeting; If the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 24, paragraph 1, items (III) and (V) of the articles of association, it may purchase its shares in accordance with the circumstances specified in items (VI) and (III) of the articles of association, or with the authorization of the general meeting of shareholders, The resolution of the board meeting that more than two-thirds of the directors may attend in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
If the company's acquisition of the company's share rights in accordance with Article 23 belongs to the situation in paragraph (I) after the meeting of the board of directors attended by more than two-thirds of the directors, a resolution shall be made from the date of acquisition. Cancellation within ten days from the date of cancellation; In case of acquisition in accordance with paragraph 1 of Article 24 of the articles of association in items (II) and (IV), the company shall transfer or cancel it within six months; If the shares of the company fall under the circumstances of item (I), they shall be cancelled within 10 days from the date of acquisition if they fall under the circumstances of item (III), (V) and (VI); If the total number of shares of the company held by the company under item (II) and item (IV) of the company shall not exceed, it shall transfer or 10% of the total issued shares of the company within six months, and shall be cancelled within three months; Transfer or cancellation within (III), (V) and (VI) years; The funds used for the acquisition shall be paid out of the company's after tax profits in case of this situation, and the total number of shares of the company held by the company shall not be paid out of the company's after tax profits. It may exceed 10% of the total issued shares of the company and shall be transferred or cancelled within three years.
Article 29 the directors, supervisors and senior managers of the company and the shareholders holding more than 5% of the shares of the company who hold more than 5% of the shares of the company shall sell the shares of the company held by the shareholders, directors, supervisors and senior managers within 6 months after the purchase, Or buy the company's shares or other equity securities within 6 months after they are sold, and the proceeds will be sold by the company within 6 months after they are bought, or owned by six companies after they are sold, and the board of directors of the company will recover the proceeds. If the securities company purchases the remaining after-sales shares due to underwriting, the board of directors of the company will recover its income. However, if the securities company holds more than 5% of the shares, the sale of the shares is not subject to the time limit of 5% held by the company for 6 months due to the purchase of the remaining shares after the package sale. Except for the above shares and other circumstances of directors, supervisors, senior managers and natural persons mentioned in the preceding paragraph as stipulated by the CSRC. Shares or other certificates of equity nature held by shareholders the "certificates of directors, supervisors, senior managers and natural persons" mentioned in the preceding paragraph include those held by their spouses, parents and children and those held by using the shares held by other shareholders or other witness accounts of equity nature or other certificates of equity nature, including their spouses, parents Stocks or other equity securities held by children and held in other people's accounts. negotiable securities.
If the board of directors of the company fails to implement the provisions of paragraph 1, and the board of directors of the shareholder company fails to implement the provisions of paragraph 1 of this article, it has the right to require the board of directors to implement it within 30 days. The shareholders of the board of directors of the company have the right to require the board of directors to implement it within 30 days. If the company fails to execute within the above-mentioned time limit, the shareholders have the right to file a lawsuit directly to the people's court in their own name for the interests of the company. If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to file a lawsuit directly to the people's court in their own name for the interests of the company. If the board of directors of the company fails to implement the provisions of paragraph 1, it shall file a lawsuit.
The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 37 shareholders of the company shall undertake the following obligations: Article 38 shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association;
(II) pay the shares according to the shares subscribed and the method of participation; (II) pay the share capital according to the shares subscribed and the method of participation; Gold;
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations; (III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations; (IV) not abusing shareholders' rights to damage the company or other shareholders; (IV) not abusing shareholders' rights to damage the interests of the company or other shareholders; The independent status of the company's legal person and the interests of shareholders shall not be abused; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to damage the interests of the company's creditors; The limited liability of the company's shareholders damages the interests of the company's creditors; Where a shareholder abuses his rights and causes (V) losses to the company or other shareholders that shall be borne by laws, administrative regulations and the articles of association, he shall be liable for compensation according to law. Other obligations of shareholders of the company. If the independent status of the company's legal person and the limited liability of shareholders are used to evade the company's shareholders from abusing the rights of shareholders, causing debts to the company or other shareholders and seriously damaging the interests of the company's creditors, and should cause losses to the company, they shall be liable for compensation according to law. The company shall be jointly and severally liable for its debts. Dongdong abuses the independent status of the company's legal person and the limited liability of shareholders, (V) other obligations that should be undertaken by laws, administrative regulations and the articles of association to evade debts and seriously damage the interests of creditors of the company. Be jointly and severally liable for the company's debts.
Article 40 the general meeting of shareholders is the authority of the company, and Article 41 the general meeting of shareholders is the authority of the company according to law, exercising the following functions and powers: exercising 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 not held by employee representatives, (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; Supervisors, and decide on the remuneration of directors and supervisors;
(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 plan and decision (V) review and approve the company's annual financial budget plan and final settlement plan; Calculation scheme;
(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 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; Discussion;
