Securities code: 300709 securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022-018 Jiangsu Gian Technology Co.Ltd(300709)
About the change of registered capital, business scope and
The amendment of the articles of association shall be authorized and handled
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.
Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”) held the eighth meeting of the third board of directors on February 16, 2022. The meeting deliberated and adopted the proposal on changing the registered capital and business scope, amending the articles of association and authorizing the handling of industrial and commercial registration changes. The company plans to change the registered capital and business scope and amend the articles of association, The general meeting of shareholders shall be requested to authorize the management to handle the industrial and commercial change registration within the scope permitted by relevant laws and regulations. The relevant matters are hereby announced as follows:
1、 Changes in registered capital
With the consent of the China Securities Regulatory Commission to register in the document “zjxk [2020] No. 2745”, the company issued 5.7 million convertible corporate bonds to unspecified objects on December 3, 2020, with a face value of 100 yuan each and a total issuance amount of 57 million yuan. With the consent of Shenzhen Stock Exchange, the company’s 570 million yuan convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since December 22, 2020. The bonds are referred to as “Jingyan convertible bonds” for short and the bond code is “123081”. According to relevant regulations and the prospectus for the issuance of convertible corporate bonds to unspecified objects, Jiangsu Gian Technology Co.Ltd(300709) the company’s convertible corporate bonds issued this time will be converted from June 9, 2021 to December 2, 2026.
“Jingyan convertible bonds” triggered conditional redemption terms on November 17, 2021. After deliberation, the board of directors of the company decided to redeem all “Jingyan convertible bonds” registered on the redemption registration date (December 17, 2021) at the price of bond face value plus accrued interest in the current period. “Jingyan convertible bonds” has stopped trading and conversion since December 20, 2021, and was delisted in Shenzhen Stock Exchange after redemption. According to the data of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., Jingyan convertible bonds converted 16562392 shares from June 9, 2021 to December 17, 2021.
In the early stage, the company has handled the conversion of convertible bonds into shares from June 9, 2021 to June 30, 2021
Cause changes in registered capital and amendments to the articles of association. From July 1, 2021 to December 17, 2021, Jingyan convertible bonds converted 16561248 shares in total. The total number of shares of the company increased by 16561248 shares due to convertible bonds, from 138631969 shares to 155193217 shares, and the registered capital increased from 138631969 yuan to 155193217 yuan.
2、 Changes in business scope
In order to meet the needs of the company’s business development and according to the actual business situation, the company plans to change its business scope:
Original business scope: development, manufacturing and sales of electronic and electrical products and assemblies; Design, manufacture and sales of metal decorations and molds; Design, development, manufacturing and sales of auto parts, general tools, metal parts, ceramic parts, polymer composite parts, motors, gears and transmission parts; Manufacturing and sales of powder metallurgy powder materials; Design, assembly, manufacturing and sales of automation equipment; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Change to: development, manufacturing and sales of electronic and electrical products and assemblies; Design, manufacture and sales of metal decorations and molds; Design, development, manufacturing and sales of auto parts, general tools, metal parts, ceramic parts, polymer composite parts, motors, gears and transmission parts; Manufacturing and sales of powder metallurgy powder materials; Design, assembly, manufacturing and sales of automation equipment; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of plastic products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The change of the above business scope shall be subject to the approval result of the administrative examination and approval department.
3、 Specific amendments to the articles of Association
In view of the changes in the registered capital and business scope of the company, and in combination with the guidelines for the articles of association of listed companies (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws, regulations and normative documents, Revise and adjust the articles of association accordingly.
Contents of the original articles of association revised articles of Association
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant regulations. A company limited by shares (hereinafter referred to as “the company”). The company is changed from Changzhou Jiangsu Gian Technology Co.Ltd(300709) Co., Ltd. into a company. It is a joint stock limited company established by Changzhou Jiangsu Gian Technology Co.Ltd(300709) Co., Ltd. in the form of initiation. The company is a joint stock limited company established by the company. The company is registered with Changzhou Administration for Industry and Commerce in Jiangsu Province and Changzhou market supervision administration in Jiangsu Province, Obtain the business license of enterprise legal person, unify the social credit code, and obtain the business license of enterprise legal person. The unified social credit code is 913204007691020574. 913204007691020574.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 138631969. 155193217 yuan.
Article 12 Article 12
Business scope of the company: electronic and electrical products and assemblies. Business scope of the company: development, manufacturing and sales of electronic and electrical products and assemblies; Development, manufacturing and sales of metal decorations and molds; Design, manufacture and sales of metal decorations and molds; Auto parts, general tools, design, manufacturing and sales; Design of auto parts, general tools, metal parts, ceramic parts and polymer composite metal parts, ceramic parts and polymer composite parts, motor, gear and transmission parts, design, development, manufacturing and sales of opening parts, motor, gear and transmission parts; Manufacturing, manufacturing and sales of powder metallurgy powder materials; Manufacturing and sales of powder metallurgy powder materials; Design, assembly, manufacturing and sales of automation equipment; Design, assembly, manufacturing and sales of automation equipment; Self operated and acting as an agent for the import and export of various commodities and technologies; Self operated and acting as an agent for the import and export business of various commodities and technologies (but the business limited or prohibited by the state) (except the commodities and technologies limited or prohibited by the state); Technical services, technical development, technical products and technologies (except); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion.
Technical consultation, technical exchange, technology transfer and technology promotion; (for projects subject to approval according to law, plastic products can be sold after being approved by relevant departments. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments)
Article 18 the total share capital of the company is RMB. Article 18 the total share capital of the company is RMB 138631969, the total number of shares is RMB 138631969, and the total number of shares is RMB 155193217. The total number of shares is 155193217, with a par value of RMB 1 per share, all of which are ordinary shares. Million shares, with a par value of RMB 1 per share, all of which are ordinary shares.
Article 21 under the following circumstances, the company may not purchase its own shares in accordance with Article 21 of this law. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except for one of the following circumstances:
Acquisition of the company’s shares: (I) reduction of the company’s registered capital;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for ESOP or equity incentive (III) use shares for ESOP or equity incentive;
Excitation; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; Dissent from the division resolution and require the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds converted into shares; (VI) necessary for the company to maintain the company’s value and shareholders’ rights and interests (VI) necessary for the listed company to maintain the company’s value and shareholders’ rights and interests. Required. Except for the above circumstances, the company will not buy or sell its shares.
Article 27 Article 27
Directors, supervisors, senior managers of the company, shareholders holding more than 5% of the shares of the company, directors, supervisors and shareholders holding more than 5% of the shares of the company, Sell the company’s shares or notes or other equity securities held by them within 6 months after purchase, or buy or sell them within 6 months after sale, or buy them again within 6 months after sale, and the income thus obtained belongs to the company, The income of the board of directors of the company belongs to the company, and the board of directors of the company will recover its income. However, the securities company repays its income due to underwriting. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares, the sale of the remaining after-sales shares and the issuance of the shares are not subject to the six-month time limit. Except for other circumstances stipulated by the CSRC.
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If the board of directors of the company fails to comply with the provisions of paragraph 1 and the board of directors of the company fails to comply with the provisions of the preceding paragraph, the responsible directors shall bear joint and several liabilities according to law. The responsible directors shall be jointly and severally liable according to law.
Article 38 the general meeting of shareholders is the authority of the company. According to Article 38, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan
Article 39 the following external guarantee acts of the company shall be approved by shares. Article 39 the following external guarantee acts of the company shall be approved by shares
Deliberated and adopted by the Eastern Conference: deliberated and adopted by the Eastern Conference:
(I) external guarantee of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of audited net assets in the latest period and exceeds 50% of the company’s audited net assets in the latest period; Any guarantee provided after 50%;
(II) the total amount of external guarantee of the company within 12 consecutive months (II) any guarantee provided after the guarantee amount exceeds 30% of the total assets audited in the latest period and 30% of the total assets audited in the latest period; Guarantee;
(III) providing guarantee for the guarantee object with asset liability ratio exceeding 70% (III) providing guarantee for the guarantee object with asset liability ratio exceeding 70%; Guarantee for supply;
(IV) the amount of a single guarantee exceeds the latest audited net assets (IV) the amount of a single guarantee exceeds 10% of the company’s latest audited assets; Guarantee of 10% of net assets;
(V) the amount of guarantee in 12 consecutive months exceeds 50% of the company’s latest audited net assets and almost 50% of the company’s latest audited net assets in 12 consecutive months
If the amount exceeds 50 million yuan; If the amount exceeds 50 million yuan;
(VI) provide information to shareholders, actual controllers and their related parties; (VI) provide information to shareholders and actual controllers
