Securities code: 688357 securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022-005 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Announcement on resolutions of the 7th Meeting of the 3rd board of directors
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 liabilities for the authenticity, accuracy and integrity of its contents according to law. 1、 Convening of board meeting
The seventh meeting of the third board of directors of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”) was held on January 14, 2022 by a combination of on-site voting and communication voting. There are 7 directors who should vote at the meeting and 7 directors who actually vote. The convening and convening procedures of this meeting comply with relevant national laws and regulations, the articles of association and the rules of procedure of the board of directors. The convening procedures and voting results of this meeting are legal and valid. 2、 Deliberations of the board meeting
The meeting was presided over by Mr. Li Jianbo, chairman of the board, and the following proposals were considered and adopted by open ballot: (I) the proposal on the bidding results of the company’s issuance of shares to specific objects in 2021 was considered and adopted
In accordance with the current effective securities law of the people’s Republic of China, measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), detailed rules for the implementation of securities issuance and underwriting business of companies listed on the science and Innovation Board of Shanghai Stock Exchange and the authorization of the 2020 shareholders’ meeting of the company, the company The lead underwriter sent the subscription invitation to qualified investors on January 6, 2022 and officially launched the issuance. After the investors quoted on January 11, 2022 and in accordance with the principle of determining the issuance object, issuance price and number of allocated shares in the subscription invitation, the final bidding results of the company issuing shares to specific objects through simple procedures are as follows:
Order subscription object name allocated price allocated number of shares allocated amount allocated
No. (yuan / share) (share) (yuan)
1 bocom Schroeder Fund Management Co., Ltd. 157.08 445632 69999874.56
2 Wuhan huashijinhong private equity investment foundation 157.08 254647 39999950.76 gold partnership (limited partnership)
3 li Jianfeng 157.08 254647 39999950.76
4 China Europe Fund Management Co., Ltd. 157.08 127323 19999896.84
5 Chen yongyang 157.08 127323 19999896.84
6 Wells Fargo Fund Management Co., Ltd. 157.08 25467 4000356.36
/Total / 1235039 193999926.12
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors have expressed their consent to the proposal.
(II) the proposal on signing a share subscription agreement with specific objects with effective conditions was deliberated and adopted in accordance with the current effective 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 the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the science and Innovation Board of Shanghai Stock Exchange And other relevant provisions and the authorization of the company’s 2020 annual general meeting of shareholders, the company officially launched the issuance on January 6, 2022. According to the final bidding results and the requirements of the subscription invitation, the company agreed to sign a share subscription agreement with effective conditions with the following specific objects:
1. Signed the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 share subscription agreement with bocom Schroder Fund Management Co., Ltd. with the effect of conditions attached to the issuance of shares to specific objects through summary procedures
Voting results: 7 in favor, 0 against and 0 abstention
2. Sign the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 share subscription agreement with Wuhan huashijinhong private equity investment fund partnership (limited partnership) for issuing shares to specific objects through summary procedures with conditions in effect;
Voting results: 7 in favor, 0 against and 0 abstention
3. Sign the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 share subscription agreement with Li Jianfeng, which takes effect with conditions attached to the issuance of shares to specific objects through summary procedures;
Voting results: 7 in favor, 0 against and 0 abstention
4. Sign the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 share subscription agreement with China Europe Fund Management Co., Ltd., which takes effect with conditions attached to the issuance of shares to specific objects through summary procedures;
5. Sign the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 share subscription agreement with Chen yongyang, which takes effect with conditions attached to the issuance of shares to specific objects through summary procedures;
Voting results: 7 in favor, 0 against and 0 abstention
6. Signed the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 share subscription agreement with Wells Fargo Fund Management Co., Ltd. with conditional effect on the issuance of shares to specific objects through summary procedures.
Voting results: 7 in favor, 0 against and 0 abstention
The independent directors have expressed their consent to the proposal.
(III) deliberated and passed the proposal on the authenticity, accuracy and completeness of the prospectus issued by the company to specific objects through summary procedures in 2021
In accordance with the current effective securities law of the people’s Republic of China, measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and the authorization of the 2020 general meeting of shareholders of the company, and in combination with the specific situation of the company, the company has prepared the prospectus for issuing A-Shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 through simple procedures, There are no false records, misleading statements or major omissions in the document, and the content is true, accurate and complete.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors have expressed their consent to the proposal.
(IV) the proposal on updating the company’s plan for issuing shares to specific objects through summary procedures in 2021 was deliberated and adopted
In accordance with 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 relevant laws, regulations and normative documents issued by the CSRC, as well as the authorization of the 2020 annual general meeting of shareholders of the company, and in combination with the actual situation of the company, The company updated the plan for issuing shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 through simple procedures. This update does not involve scheme adjustment.
The updated Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 plan for issuing shares to specific objects through simple procedures is detailed in the company’s disclosure on the website of Shanghai Stock Exchange on the same day
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors have expressed their consent to the proposal.
(V) deliberated and passed the proposal on updating the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021 through simple procedures
In accordance with 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 relevant laws, regulations and normative documents issued by the CSRC, as well as the authorization of the 2020 annual general meeting of shareholders of the company, and in combination with the actual situation of the company, The company updated the feasibility analysis report on the use of funds raised by issuing shares to specific objects through simple procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021.
The updated feasibility analysis report on the use of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 funds raised by issuing shares to specific objects through simple procedures is disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors have expressed their consent to the proposal.
(VI) the proposal on updating the demonstration and analysis report of the company’s 2021 stock issuance plan to specific objects through simple procedures was deliberated and adopted
The proposal on updating the demonstration and analysis report of the company’s 2021 stock issuance plan to specific objects through simple procedures was deliberated and adopted. In accordance with 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 registration of Companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws issued by the CSRC In accordance with the provisions of laws and regulations and normative documents and the authorization of the company’s 2020 general meeting of shareholders, combined with the actual situation of the company, the company updated the demonstration and analysis report on the stock issuance scheme for Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 to specific objects by simple procedures. The independent directors expressed their independent opinions on the matter.
The updated Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 demonstration and analysis report on the issuance scheme of issuing shares to specific objects through simple procedures is disclosed on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Relevant announcements.
The independent directors have expressed their consent to the proposal.
(VII) the proposal on updating the company’s explanation on the investment of the raised funds in the field of scientific and technological innovation was deliberated and adopted
In accordance with 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 relevant laws, regulations and normative documents issued by the CSRC, as well as the authorization of the 2020 annual general meeting of shareholders of the company, and in combination with the actual situation of the company, The company updated the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) instructions on the investment of the raised funds in the field of scientific and technological innovation.
The updated Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) instructions on the investment of the raised funds in the field of scientific and technological innovation are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors have expressed their consent to the proposal.
(VIII) deliberated and passed the proposal on closing some raised investment projects in the initial public offering of shares and using the surplus raised funds for other raised investment projects
The board of directors of the company agreed to close the raised investment project “investment in the construction of high-efficiency hydrogen and oxygen production molecular sieve project” and use the surplus raised funds for “construction project of reclaimed water recycling and comprehensive utilization of resources”. It is conducive to improving the use efficiency of the raised funds, meets the needs of the company’s business development, does not affect the normal progress of the investment projects of the raised funds, nor does it change the investment direction of the raised funds in a disguised manner or damage the interests of shareholders. The decision-making procedure for this matter is standardized.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors have expressed their consent to the proposal.
(IX) deliberated and passed the proposal on the company’s application for comprehensive credit from the bank
The board of directors of the company agrees that the company applies to China Everbright Bank Company Limited Co.Ltd(601818) Luoyang Branch for a comprehensive credit line of no more than RMB 100 million, with a term of no more than 1 year; The above credit line includes but is not limited to credit, loan, bank commitment, letter of guarantee, letter of credit and other businesses, and is not equal to the financing amount of the company. The specific financing amount shall be agreed by the company in signing a specific business contract with the bank according to the actual demand of funds. The board of directors agrees to authorize the chairman to sign relevant contracts and legal documents with the bank within the above limit, and authorize the management to go through relevant procedures.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors January 17, 2022
