Securities code: 301046 securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2022-023 Shanghai Nenghui Technology Co.Ltd(301046)
Announcement on 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.
Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company”) held the 23rd Meeting of the second board of directors on February 24, 2022, deliberated and adopted the proposal on Amending the articles of association and handling the industrial and commercial change registration. The relevant announcements are as follows:
1、 Changes in registered capital of the company
The registration of the first grant of class I restricted shares of the company’s restricted stock incentive plan in 2021 has been completed. The number of shares granted and registered this time is 310000, and the listing date is January 24, 2022. After the registration of this grant, the total share capital of the company has changed from 149480000 shares to 149790000 shares, and the registered capital of the company has changed from 149480000.00 yuan to 149790000.00 yuan. The newly increased registered capital has been verified by Zhonghui Certified Public Accountants (special general partnership), and the capital verification report No. [2022] 0030 was issued on January 14, 2022.
According to the authorization of the fifth extraordinary general meeting of shareholders in 2021, the board of directors of the company decided to revise the relevant provisions related to the registered capital in the articles of association simultaneously.
2、 Amendment of the articles of association and handling of industrial and commercial change registration
In accordance with the guidelines for the articles of association of listed companies (revised in 2022), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the above changes in registered capital and the actual situation of the company, the company plans to amend the relevant contents of the articles of association as follows:
Before and after revision
Article 1 for the purpose of safeguarding Shanghai Shanghai Nenghui Technology Co.Ltd(301046) Co., Ltd. Article 1 for the purpose of safeguarding the legitimate rights and interests of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as the “company”), shareholders and the company (hereinafter referred to as the “company”), shareholders and creditors, regulating the organization of the company, the legitimate rights and interests of creditors, and regulating the organization and behavior of the company, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities law”) The articles of association are formulated in accordance with the chapter on listed companies (hereinafter referred to as the “Securities Law”) and other relevant provisions, the guidelines for the process, the Shenzhen Stock Exchange gem. The articles of association are formulated in accordance with the stock listing rules (revised in December 2020) (hereinafter referred to as the “Listing Rules”) and other relevant provisions. Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. A joint stock limited company established in accordance with relevant regulations.
The company is established by Shanghai nenghui Electric Power Technology Co., Ltd., a joint stock limited company established by the overall change of Shanghai nenghui Electric Power Technology Co., Ltd. (hereinafter referred to as “nenghui Co., Ltd”) (hereinafter referred to as “nenghui Co., Ltd.). It is a joint stock limited company established by means of sponsorship and registered with Shanghai Administration for Industry and commerce, Registered with Shanghai market supervision and Administration Bureau and obtained the business license, the unified social record of the company and the business license. The unified social credit code of the company is 91310000685457643j. The Credit Code of the association is 91310000685457643j.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 149480000. 149790000 yuan.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 the original company may purchase shares of the company under the following circumstances. Article 24 the company shall not purchase shares of the company in accordance with laws, administrative regulations, departmental rules and regulations. However, except for one of the following circumstances: purchase the shares of the company in accordance with the provisions of the articles of association: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
Merger; (III) use shares for ESOP or (III) use shares for ESOP or equity incentive;
Equity incentive; (IV) the shareholders disagree with the company’s resolution on merger and division made by the general meeting of shareholders (IV) the shareholders disagree with the resolution on merger and division made by the general meeting of shareholders, require the company to acquire its shares;
Purchase its shares; (V) if the shares are used to convert the company’s issuance, the shares can be used to convert the listed company’s issuance of corporate bonds converted into shares;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company’s value and shareholders’ rights. (VI) the company is necessary to maintain the company’s value and shareholders’ rights and interests. Necessary for profit. Except for the above circumstances, the company shall not acquire the shares of the company. Article 24 the company may purchase its own shares, and Article 25 the company may purchase its own shares through public centralized trading, or through public centralized trading, or other laws and regulations, administrative laws and regulations recognized by the CSRC and other methods recognized by the CSRC. The company shall conduct in other ways in accordance with Article 23 of the articles of association. Items (III), (V) and (VI) of paragraph 1. Where the company acquires its shares under the circumstances specified in Item (1) of paragraph 1 of Article 24 of the articles of association, items (III), (V) and (VI) shall be conducted through public centralized trading. The acquisition of shares of the company under the prescribed circumstances shall be carried out through public centralized trading.
Article 25 Where the original company purchases the shares of the company due to the circumstances specified in Item (I) of paragraph 1 of Article 23 and item (I) and item (II) of paragraph 1 of Article 23 of the articles of association, the purchase of the shares of the company shall be subject to the resolution of the general meeting of shareholders; The company adopts the resolution of the second shareholders’ meeting of the articles of Association; If the company purchases the shares of the company under the circumstances specified in Item (VI) of the company due to the circumstances specified in Item (III) of paragraph 1 of Article 213, item (III), item (V) and item (VI) of paragraph 1 of article (V) of the articles of Association, it may purchase the shares of the company in accordance with the provisions of this chapter, or in accordance with the provisions of this articles of association or the authorization of the shareholders’ general meeting, Resolutions of the board of directors meeting authorized by more than two-thirds of the shareholders’ meeting and attended by more than two-thirds of the directors.
Resolutions of the board meeting attended.
In accordance with paragraph 1 of Article 23 of the articles of association, after the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, it belongs to paragraph (I) after purchasing the shares of the company in accordance with paragraph 1 of Article 24 of the articles of Association
In case of the above circumstances, it shall be cancelled within 10 days from the date of acquisition; in case of the above circumstances, it shall be cancelled within 10 days from the date of acquisition; Cancellation of items (II) and (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; in the case of circumstances, it shall be transferred or cancelled within 6 months; Belonging to item (III), (V) and cancellation; In the case of item (III), (V) and (VI), and in the case of item (VI) jointly held by the company, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and 10% of the total issued shares of the company shall be transferred within 3 years, And shall be transferred or cancelled within three years. Or sign out.
Former Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, persons holding more than 5% of the shares of the company, shareholders holding more than 5% of the shares of the company, shareholders, Sell the company’s shares held by him or the company’s shares held by him or other securities with equity nature within 6 months after buying, sell the securities with equity nature within 6 months after buying, or sell them again within 6 months after selling, or buy and buy them again within 6 months after selling, and the income from this shall belong to the company, The income thus obtained belongs to the company, and the board of directors of the company will recover its income. However, the board of directors will recover its income. However, the certificate is that if a securities company holds more than 5% of the shares due to the purchase and sale of the remaining shares on an exclusive basis, a securities company holds more than 5% of the shares due to the purchase and sale of the remaining shares on an exclusive basis, and the CSRC is not subject to the six-month time limit. Except for other circumstances specified.
The directors, supervisors and senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph, or other shares held by natural person shareholders or other securities with equity nature, including the securities of their spouses and parents, including their spouses, parents, parents Shares or other certificates with equity nature or other securities with equity nature held by children and held by other people’s accounts. Coupons. If the board of directors of the company fails to comply with the provisions of the preceding paragraph and the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to comply within 30 days, and the shareholders have the right to require the board of directors to comply within 30 days. The board of directors of the company failed to execute within the above-mentioned period. If the board of directors of the company fails to act within the above-mentioned period, the shareholders have the right to act on their own for the benefit of the company, and the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company. Bring a lawsuit directly to the people’s court in his own name. If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall be jointly and severally liable according to law, and the responsible directors shall be re elected according to law. Take responsibility.
Original article 40 the general meeting of shareholders is the power of the company. Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
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（12） (12) to examine and approve the guarantee matters specified in Article 42; Guarantee matters;
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employees holding Share plan;
（18） Review laws, administrative regulations and departments (XVIII) other matters that may be authorized by the annual general meeting of the company. The board of directors decides to issue the total amount of financing to specific objects. The functions and powers of the above general meeting of shareholders shall not be exercised through authorized shares of no more than RMB 300 million and no more than 20% of the year-end net assets represented by the board of directors or other institutions or individuals in the latest form. The authorization shall expire on the convening date of the next annual general meeting of shareholders;
（19） Review other matters that should be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions or individuals in the form of authorization.
Original article 41 the following external guarantee banks of the company Article 42 the following external guarantee acts of the company shall be submitted to the shareholders after being deliberated and approved by the board of directors, and then submitted to the general meeting of shareholders for deliberation and approval:
(I) external guarantees of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds the total amount of guarantees audited in the latest period and exceeds 50% of the net assets of audited net assets in the latest period; Any guarantee provided after 50% of the property;
(II) the total amount of external guarantees of the company reaches or (II) the total amount of external guarantees of the company reaches or exceeds 30% of the total assets audited in the latest period and exceeds the total assets audited in the latest period
