Securities code: Shandong Dongyue Organosilicon Materials Co.Ltd(300821) securities abbreviation: Shandong Dongyue Organosilicon Materials Co.Ltd(300821) Announcement No.: 2022029 Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Announcement on changing the registered address and amending the articles of Association
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.
Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as "the company") held the sixth meeting of the second board of directors on March 21, 2022, deliberated and adopted the proposal on changing the registered address and amending the articles of association, with the specific contents as follows:
1、 About change of registered address:
Before change
Registered address: section of Lizhai village, Tangshan town, Huantai County, Zibo City
Postal Code: 256401
After change
Registered address: No. 3999, Gongye Road, Tangshan town, Huantai County, Zibo City
Postal Code: 256401
2、 Amendments to the articles of Association
Before and after revision
Article 5 section of Lizhai village, Tangshan town, Huantai County, Zibo City Article 5 No. 3999, Gongye Road, Tangshan town, Huantai County, Zibo City
Article 10 from the effective date, i.e. Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the company and shares, the rights and obligations between the company and shareholders, the rights and obligations between shareholders and shareholders, the rights and obligations between shareholders and shareholders, the documents legally binding on the company, shareholders and shareholders, and the rights and obligations of the company, shareholders The directors, supervisors and senior managers are legally binding documents. In accordance with the articles of association, the shareholders may submit binding documents. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors and shareholders of the company, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the general manager and other senior managers of the company, shareholders can sue the company, the company can Sue shareholders, directors and the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers of the company. Supervisors, general managers and other senior managers. The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors, the person in charge of Finance and other personnel identified by the board of directors in the form of resolution.
According to Article 11 of the articles of association, the Secretary of the board of directors and other senior managers of the Communist Party of China refer to the general manager and other senior managers of the company
Financial director. It is stipulated that the Communist Party shall be established to organize and carry out party activities. The company provides necessary conditions for the activities of the party organization.
Article 40 (15) review the equity incentive plan; Article 40 (15) review the equity incentive plan and employee stock ownership plan;
Article 43 (I) the number of directors is less than the number specified in Article 43 (I) of the company law or the number specified in the articles of association or 6; 2 / 3 hours;
Article 49 If the board of supervisors or shareholders decide to convene the shareholders' meeting on their own, they shall notify the board of directors in writing. If the shareholders' meeting is held together, they shall notify the board of directors in writing. At the same time, they shall report to the dispatched office of the CSRC in the place where the company is located and file with the dispatched office of the CSRC in the place where the company is located and Shenzhen Stock Exchange. And Shenzhen Stock Exchange.
Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold no less than 10% of the shares before the announcement of the resolution of the general meeting of shareholders. The shareholding ratio shall not be less than 10%.
The convening shareholders shall submit relevant supporting materials to the dispatched office of Shenzhen Securities Regulatory Commission and Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and the resolution announcement of the general meeting of shareholders, the board of supervisors or the convening shareholders shall submit the notice of the general meeting of shareholders and the resolution announcement of the general meeting of shareholders to the China where the company is located. Submit relevant supporting materials. Article 77 (II) division and merger of the company; Article 77 (II) division, division, dissolution and liquidation of the company or change of company form; Merger, dissolution, liquidation or change of company form;
Article 78 the board of directors, independent directors, the board of directors, independent directors, shareholders holding more than 1% of the voting shares or shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC, It can act as a soliciter, either by itself or by entrusting securities companies or securities service institutions, publicly request the shareholders of the company to entrust their securities service institutions, publicly request the shareholders of the company to entrust them to attend the general meeting of shareholders, exercise their proposals, attend the general meeting of shareholders, and exercise their proposal rights, voting rights and other shareholders' rights. Solicit shareholders' voting rights, voting rights and other shareholders' rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting rights to the solicited person, and shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to use paid or disguised paid intention and other information. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. The company shall not solicit shareholders' voting rights in the form of cross taxation. In addition to the statutory conditions, the minimum shareholding ratio limit is proposed for the voting right. In addition, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 95 (VI) being punished by the CSRC Article 95 (VI) being banned from entering the securities market by the CSRC before the expiration of the time limit; Measures to prohibit entry into the securities market, and the time limit has not expired;
Article 108 the shareholders' meeting shall decide on the matters of external investment, guarantee and sale of assets within the scope of external investment, entrusted financing, entrusted financing, entrusted transaction, etc; Finance, related party transactions, external financing, external donation and other matters;
Article 110 the board of directors shall determine the authority of foreign investment Article 110 the board of directors shall determine the authority of foreign investment, acquisition and sale of assets, asset mortgage, external capital contribution, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and connected transactions, establish strict examination and decision-making procedures for guarantee, entrusted financial management, connected transactions and external donation, and establish the authority of major investment gifts, To establish a strict review and decision-making process, relevant experts and professionals shall be organized for the project, and relevant experts and reviews shall be organized for major investment projects, which shall be submitted to the general meeting of shareholders for approval; The board of directors shall review with professionals and report to the general meeting of shareholders for approval to formulate relevant decision-making systems for the review and approval of the above matters; The board of directors shall formulate relevant decision-making systems to specify the pre approval authority, review and decision-making procedures, which shall be implemented after the approval authority, review and decision-making procedures of the matters described in the shares are reviewed and approved by the general meeting.
These Provisions shall be implemented after being deliberated and approved by the general meeting of shareholders.
Article 128 the company shall have one general manager, one general manager, several deputy general managers and one person in charge of finance. The company's senior managers shall be appointed or dismissed by the board of directors, and one secretary of the board of directors. All the above-mentioned personnel shall be appointed by the directors. Senior managers of the company are only paid in the company and will be appointed or dismissed. The salary is not paid by the controlling shareholder.
The general manager, deputy general manager, financial director, general manager, deputy general manager, financial director and Secretary of the board of directors of the company are all senior managers of the company. The Secretary of the board of directors and other personnel identified by the board of directors in the form of resolution are senior managers of the company.
Article 135 the deputy general manager shall be proposed by the general manager. Article 135 the deputy general manager shall be nominated by the general manager and appointed and dismissed by the board of directors. The deputy general manager shall be appointed and dismissed by the board of directors. The deputy general manager assists the general manager in his work. The functions and powers of the deputy general manager shall be assisted by the general manager. According to the working rules.
Article 158 the company shall submit the annual financial and accounting report to the CSRC and Shenzhen Stock Exchange within 4 months from the end of each fiscal year, and the Shenzhen Stock Exchange shall submit and disclose the annual report, Within two months from the end of the first six months of each fiscal year and the end of the first half of each fiscal year, the semi annual financial and accounting report shall be submitted to the dispatched office of the CSRC and Shenzhen, and the interim report shall be submitted and disclosed to the dispatched office of the CSRC and Shenzhen Stock Exchange. In the first three months and the first nine months of each fiscal year, the above-mentioned annual report and interim report shall be compiled according to the provisions of laws, administrative regulations and departmental rules sent by the CSRC and submitted to the Shenzhen Stock Exchange in accordance with the provisions of relevant laws and regulations. Accounting report. The above financial and accounting reports shall be prepared in accordance with the provisions of relevant laws, administrative regulations and departmental rules. Article 167 the company shall employ an accounting firm that has obtained the "engaging certificate". Article 167 the company shall employ an accounting firm that meets the requirements of the law of the people's Republic of China on the qualification of securities related business to carry out consulting services such as accounting statement audit, net asset verification and other related audit, net asset verification and other related consulting services. The term of employment is one year, and can be renewed. The term of employment is one year, Can be renewed.
Hire.
Except for the above revised provisions, other provisions in Shandong Dongyue Organosilicon Materials Co.Ltd(300821) articles of association remain unchanged. This amendment still needs to be submitted to the general meeting of shareholders for deliberation, and the general meeting of shareholders shall authorize the company's operation and management to handle relevant change registration. The specific change shall be subject to the registration of the administrative department.
3、 Documents for future reference
1. Shandong Dongyue Organosilicon Materials Co.Ltd(300821) the resolution of the sixth meeting of the second board of directors;
2. Shandong Dongyue Organosilicon Materials Co.Ltd(300821) articles of association.
It is hereby announced.
Shandong Dongyue Organosilicon Materials Co.Ltd(300821) board of directors March 22, 2022
