Securities code: 301193 securities abbreviation: Jialian technology Announcement No.: 2022-003 Ningbo Jialian Technology Co., Ltd
Announcement on changing the company's registered capital, company type, business scope, amending the articles of association and handling the industrial and commercial change registration
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.
Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as "the company") deliberated and adopted the amendment on changing the company's registered capital, company type, business scope and scope at the first interim board meeting in 2022 held on January 5, 2022
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And handle the proposal of industrial and commercial change registration, which needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of changes in registered capital and company type
With the reply on Approving the registration of initial public offering of shares of Ningbo Jialian Technology Co., Ltd. (zjxk [2021] No. 3103) issued by China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company issued 30000000 ordinary shares (A shares) with a par value of RMB 1.00 per share. The company's shares were listed and traded on the gem of Shenzhen Stock Exchange on December 9, 2021.
According to the capital verification report (tzyz [2021] No. 44951) verified by Tianzhi International Certified Public Accountants (special general partnership), after the initial public offering of shares, the registered capital of the company increased from RMB 90000000.00 to RMB 120000000.00, and the total share capital of the company increased from 90000000 shares to 120000000 shares, The company type will be changed from "other joint stock limited company (unlisted, natural person investment or holding)" to "joint stock limited company (listed)".
2、 Change of business scope
According to the company's business development needs, actual situation and strategic development plan, it is proposed to change the business scope. The specific changes are as follows:
General projects: research and development of bio based materials technology; Research and development of mechanical equipment; Research and development of kitchenware, sanitary ware and daily sundries; Plastic products manufacturing; Bio based material manufacturing; Household goods manufacturing; Paper products manufacturing; Manufacturing of paper and paperboard containers; New material technology promotion services; Metal commodity manufacturing; Manufacturing of maternal and infant products; Toy manufacturing; Sales of daily necessities; Wholesale of daily necessities; Sales of plastic products; Technology import and export; Import and export of goods; Import and export agency; Daily wood products manufacturing; Sales of wood products for daily use (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: production of food paper packaging and container products; Production of plastic packaging containers and tool products for food; Production of sanitary articles and disposable medical articles; Printing of packaging and decoration printed matter (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results). (the business premises of the branch are located at No. 269, Chuanpu Road, Ningbo Petrochemical Economic and Technological Development Zone and No. 2888, Zhenpu Road, Ningbo Petrochemical Economic and Technological Development Zone).
The final content of the change shall be subject to the content approved and registered by the market supervision and administration department.
3、 Amendments to the articles of Association
According to the company law of the people's Republic of China, the guidelines for the articles of association of listed companies and other laws and regulations, combined with the actual situation of the company's initial public offering and listing on the gem of Shenzhen Stock Exchange and the needs of the company's future operation and development, The name of the articles of Association (Draft) of Ningbo Jialian Technology Co., Ltd. is now changed to the articles of association of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as the "articles of association"), and some contents of the articles of association are revised.
The specific amendments are as follows:
Before and after revision
Article 1 in order to protect Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as the "company"), shareholders and limited companies (hereinafter referred to as the "company"), shareholders and creditors, standardize the organization of the company and the legitimate rights and interests of creditors, and standardize the organization and behavior of the company, In accordance with the company law of the people's Republic of China, 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 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. And other relevant provisions.
Article 3 the company was registered on [] on []. Article 3 the company was first registered with the CSRC on September 22, 2021 after [approval / approval] by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), RMB ordinary shares [number of shares] were issued to the public for the first time. RMB ordinary shares were issued to 30 million people, and Yu million shares were listed in Shenzhen Stock Exchange on [] mm / DD / YY, and listed on Shenzhen Stock Exchange on December 9, 2021. The total number of shares of the company was changed to [] city. The total number of shares of the company is changed to 120 million shares. Million shares.
Article 6 the registered capital of the company is RMB [] Article 6 the registered capital of the company is RMB. 120 million yuan.
Article 12 business purpose of the company: development and
Create new materials with more environmental protection, safety and high cost performance
Materials and household products to provide global customers with the most professional article 12 the company's business purpose is to develop and provide services, become the most trusted brand in the industry, create new materials with more environmental protection, safety and high cost performance, contribute to the sustainable development strategy of all mankind, reduce carbon materials and household products, and reduce carbon emissions and carbon footprint. Emissions and carbon footprint to become a world-class manufacturer of new materials and household products.
Article 13 after registration according to law, the company operates. Article 13 after registration according to law, the business scope of the company is: general projects: Bio based material technology research, and the scope is: general projects: Bio based material technology research and development; Research and development of mechanical equipment; Kitchenware, sanitary ware and daily miscellaneous hair; Research and development of mechanical equipment; Research and development of kitchenware, sanitary ware and daily sundries; Plastic products manufacturing; Research and development of bio based materials and products; Plastic products manufacturing; Bio based material manufacturing; Household goods manufacturing; Paper products manufacturing; Paper and paper; Household goods manufacturing; Paper products manufacturing; Manufacturing of paper and paperboard containers; New material technology promotion services; Cardboard container manufacturing; New material technology promotion services; Metal commodity manufacturing; Manufacturing of maternal and infant products; Play metal daily necessities manufacturing; Manufacturing of maternal and infant products; Toy manufacturing; Sales of daily necessities; Wholesale of daily necessities; Plastic tool manufacturing; Sales of daily necessities; Wholesale of daily necessities; Sales of plastic products; Technology import and export; Import and export of goods; Sales of raw materials and products; Technology import and export; Import and export of goods; Import and export agency (except for projects subject to approval according to law, import and export agency; manufacturing of daily wood products; daily wood independently carries out business activities according to law with business license). Allow the sale of products (except for the items subject to approval according to law, the permitted items: the production of food paper packaging and container products; the business license shall independently carry out business activities according to law). License the production of plastic packaging containers and tool products for food; Sanitation Project: production of food paper packaging and container products; Production of sanitary products and disposable medical products; Production of plastic packaging containers and tool products for food; Printing of sanitary decoration printing materials (production of health products and disposable medical products subject to approval according to law; package items can only be operated after approval by relevant departments (for projects subject to approval according to law, the specific business items shall be subject to the approval results). (sub items can only be operated with the approval of relevant departments. The business premises of the branch organization are located in Ningbo Petrochemical Economic Development Co., Ltd., and the specific business items shall be subject to the approval results). (No. 269, Chuanpu Road, Ningbo Petrochemical Development Zone; the business premises of Ningbo petrochemical branch are located at No. 2888, Zhenpu Road, Ningbo Petrochemical Economic and Technological Development Zone). 269 Chuanpu Road, technology development zone; No. 2888 Zhenpu Road, Ningbo Petrochemical Economic and Technological Development Zone).
Article 19 the total number of shares of the company is [9000] Article 19 the total number of shares of the company is 120 million shares, all of which are ordinary shares in RMB. Million shares, all of which are ordinary shares in RMB.
Article 40 the general meeting of shareholders is the power of the company. Article 40 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
(i) Determine the company's business policy and investment (I) determine the company's business policy and investment plan; Plan;
（2） Election and replacement of directors and supervisors not held by employee representatives (2) election and replacement of directors and supervisors not held by employee representatives, decision on directors and supervisors held by relevant directors and supervisors, and decision on remuneration of relevant directors and supervisors; Remuneration matters;
（3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors; （4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company's annual financial budget (5) review and approve the company's annual financial budget plan and final account plan; Settlement plan and final settlement plan;
（6） Review and approve the company's profit distribution formula (6) review and approve the company's profit distribution plan and loss recovery plan; Case and loss recovery plan;
（7） (7) to make resolutions on the increase or decrease of the company's registered capital; To make a resolution on this;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds; （9） (9) to make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make resolutions on liquidation or change of company form;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; The firm makes a resolution;
（12） Deliberating and approving the provisions of Article 41 (12) deliberating and approving the guarantee matters and major transactions specified in Article 41; Guarantee matters, financial assistance matters and major transactions (13) review the matters of the company for 12 consecutive months;
(13) to review the matters in which the accumulative amount of assets purchased or sold during the period reaches 30% of the company's total audited assets in the latest period of 12 consecutive months; (14) to review the matters that the company intends to have with its related parties with 30% of the total audited assets in the latest period;
The amount of transactions (except for the company's cash assets donated and guarantees provided (XIV) review of the company's proposed transactions with related parties) is more than 10 million yuan, and the amount of transactions (except guarantees provided) accounts for more than 3000 yuan, accounting for more than 5% of the absolute value of the company's latest audited net assets, and accounts for the related party transactions on the company's latest audited net assets or the proposed transactions with the company's directors Supervisors and connected transactions with an absolute value of more than 5%;
The related party between the senior managers and their spouses shall be submitted to (XV) for deliberation and approval to change the use of raised funds
Easy; Matters in transit;
（15） Review and approve the change of the use of raised funds (16) review the equity incentive plan;
Matters in transit; （17） Review laws, administrative regulations and (16) review equity incentive plans; Other matters stipulated in the regulations or the articles of association that shall be decided by the general meeting of shareholders (XVII) to consider laws, administrative regulations and ministries.
Other matters that shall be decided by the general meeting of shareholders in accordance with the regulations or the articles of association, and the functions and powers of the above general meeting of shareholders shall not be authorized. The board of directors or other institutions and individuals shall act on behalf of the above-mentioned shareholders' meeting, and the functions and powers of the above-mentioned shareholders' meeting shall not be exercised by authorization.
The form of shall be exercised by the board of directors or other institutions and individuals.
Article 41 the following external guarantee banks of the company Article 41 the following guarantee acts of the company shall be submitted to the shareholders after being deliberated and approved by the board of directors, and shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
(i) The single guarantee amount exceeds the company's latest (I) the single guarantee amount exceeds 10% of the company's latest audited net assets; Guarantee of 10% of the audited net assets in the current period;
（2） (II) any guarantee provided by the company and its holding subsidiaries after the total amount of guarantee provided by the company and its holding subsidiaries exceeds the total amount of audited net guarantee of the company in the latest period and exceeds 50% of the audited net assets of the company in the latest period; Any security provided after 50% of the assets;
