Securities code: 300035 securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) Announcement No.: 2022-014 Hunan Zhongke Electric Co.Ltd(300035)
Announcement on changing the registered capital of the company and amending the corresponding provisions of the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as “the company” or ” Hunan Zhongke Electric Co.Ltd(300035) “) the 10th meeting of the 5th board of directors held on February 19, 2022 deliberated and adopted the proposal on changing the registered capital of the company and amending the corresponding provisions of the articles of association. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are explained as follows:
1、 Change of registered capital
In view of the fact that five of the first incentive objects granted by the company’s restricted stock incentive plan in 2018 and one of the reserved incentive objects resigned for personal reasons and no longer met the conditions for becoming an incentive object, a total of 158000 restricted shares granted but not lifted will be repurchased and cancelled by the company. Therefore, according to the relevant provisions of the company’s 2018 restricted stock incentive plan (Draft), the 10th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan, and it is proposed to repurchase and cancel 158000 shares of restricted shares granted to the above-mentioned resigned personnel but not lifted.
According to the repurchase and cancellation of restricted shares under the equity incentive plan in 2018, the proposal on changing the registered capital of the company and amending the corresponding provisions of the articles of association was considered and approved at the 10th meeting of the 5th board of directors. After the repurchase and cancellation of the above restricted shares, the registered capital and total number of shares of the company will be changed as follows:
Before and after the change
Registered capital (yuan): 642365824.00 642207824.00
Total number of shares (shares) 642365824 642207824
2、 Proposed amendments to the articles of Association
The company plans to amend the relevant provisions of the articles of association with respect to the reduction of registered capital. The specific amendments are as follows:
Comparison table of amendments to the articles of Association
Before and after Clause amendment
Article 6 the registered capital of the company is RMB 642365824, and the registered capital of the company is RMB 642207824
(642 million three hundred and sixty-five thousand eight hundred and twenty-four) (642 million two hundred and seven thousand eight hundred and twenty-four)
Yuan). Yuan).
Article 19 the total number of shares of the company is 642365,82, which are ordinary shares, and the total number of shares is 642207824, which are ordinary shares. Through stock.
In addition to the above amendments, other contents of the articles of association remain unchanged. The revised articles of association were disclosed on the same day on the gem information disclosure website designated by the CSRC.
3、 Other explanatory matters
1. The above proposal to change the registered capital of the company and amend the corresponding provisions of the articles of association shall be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
2. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the change of industrial and commercial registration.
3. The above-mentioned repurchase and cancellation of restricted shares will reduce the registered capital. According to the company law of the people’s Republic of China and other relevant laws and regulations, after the proposal on repurchase and cancellation of restricted shares is considered and approved by the general meeting of shareholders, The company will also disclose the announcement on repurchase and cancellation of some restricted shares and capital reduction and notice to creditors on the date of disclosure of the resolution of the general meeting of shareholders. Within 45 days from the date of disclosure of the above announcement, creditors have the right to require the company to pay off debts or provide corresponding guarantees on the strength of valid creditor’s rights documents and relevant certificates. If the creditors have no objection within the above-mentioned period, the repurchase cancellation will continue to be implemented in accordance with the legal procedures, and the company will handle the change registration of reducing the registered capital in accordance with the procedures at that time.
4. The change of registered capital is subject to the final approval and registration of the commercial subject registration department.
4、 Documents for future reference
Resolution of the 10th meeting of the 5th board of directors of the company
It is hereby announced.
Hunan Zhongke Electric Co.Ltd(300035) board of directors
February 19, 2002
