Securities code: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022019 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Announcement of resolutions of the 8th meeting of the 3rd board of supervisors
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 supervisors
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”) the eighth meeting of the third board of supervisors was held in the company’s conference room in the industrial agglomeration zone (Junmin Road, industrial zone), Yanshi District, Luoyang City, Henan Province on March 9, 2022 (Wednesday). There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting.
The meeting was presided over by Gao Peilu, chairman of the board of supervisors. The meeting shall be held in accordance with relevant laws, regulations, rules and the articles of association. The supervisors present at the meeting carefully considered various proposals and made the following resolutions: II. Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
In 2021, with the attitude of being responsible to all shareholders, the board of supervisors of the company earnestly performed the functions of the board of supervisors, actively carried out relevant work, attended the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, and supervised the operation of the company according to law and the performance of duties by directors and senior managers of the company, safeguarded the legitimate rights and interests of the company and shareholders and promoted the standardized operation of the company.
Voting results: 3 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 financial statement report of 2021
The board of supervisors of the company agrees to the company’s 2021 annual financial statement prepared in accordance with the requirements of relevant laws, regulations and normative documents.
Voting results: 3 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.
(III) deliberation and approval of the proposal on the financial budget report for 2022
The board of supervisors 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 2022 in combination with the company’s business objectives and strategic development plan for 2022.
Voting results: 3 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.
(IV) deliberating and adopting 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: 3 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 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: 3 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on the self evaluation report on internal control in 2021
The board of supervisors 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: 3 in favor, 0 against and 0 abstention.
(VII). The proposal on profit distribution in 2021 was deliberated and passed
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: 3 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 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: 3 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
(IX) 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, combined with the actual situation of the company, 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 the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidelines of the science and innovation board listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the measures for the administration of the issuance and registration of securities of the science and Innovation Board Listed Companies (for Trial Implementation) and other relevant laws, regulations and normative documents, The company formulates and revises relevant system documents.
Voting results: 3 in favor, 0 against and 0 abstention.
The rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the management system of raised funds, the management system of external guarantee, the management system of foreign investment and the management system of connected transactions in this proposal need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the extension of some raised investment projects
Part of the company’s raised investment projects have been postponed. The construction period of “reclaimed water recycling and comprehensive utilization of resources construction project” has been extended to June 30, 2022. At present, the reclaimed water treatment section has been completed and put into use. As of the disclosure date of this announcement, there are still resource comprehensive utilization sections under construction.
Voting results: 3 in favor, 0 against and 0 abstention.
（11） . the proposal on the prediction of daily related party transactions in 2022 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The voting result of the disclosed announcement on the expected daily connected transactions in 2022 (Announcement No.: 2022029): 3 votes in favor, 0 votes against and 0 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） . the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, the directors of the company carefully conducted self-examination item by item according to the requirements of the relevant qualifications and conditions of listed companies issuing shares to specific objects through simple procedures, It is considered that the company complies with the provisions and requirements of relevant laws, regulations and normative documents on the issuance of shares by companies listed on the science and innovation board to specific objects through simple procedures, and there is no situation specified in paragraph 2 of Article 32 of the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange. The investment of the raised funds belongs to the field of scientific and technological innovation, Have the qualifications and conditions to apply for this issuance of shares.
Voting results: 3 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.
（13） . the proposal on the remuneration plan of the company’s supervisors in 2022 was deliberated and passed
The supervisors of the company shall receive remuneration according to their specific positions in the company and the relevant remuneration and performance appraisal management system of the company, and will not receive additional allowances.
Voting results: 3 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.
（14） I. deliberated and adopted the report on the occupation of non operating funds and other related capital transactions of the company
Lixin Certified Public Accountants (special general partnership) issued the special report on the occupation of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) non operating funds and other related capital transactions.
Voting results: 3 in favor, 0 against and 0 abstention.
（15） The proposal on the audit report on internal control of the company was reviewed and passed
Lixin Certified Public Accountants (special general partnership) issued the audit report on Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) internal control. The accountant believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations on December 31, 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of supervisors March 10, 2022
