Securities code: Genbyte Technology Inc(003028) securities abbreviation: Genbyte Technology Inc(003028) Announcement No.: 2022009 Genbyte Technology Inc(003028)
On changing the registered capital, business scope and amending the articles of Association
And handle the announcement of industrial and commercial change registration
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.
Genbyte Technology Inc(003028) (hereinafter referred to as "the company") held the 18th (Interim) meeting of the second board of directors on March 4, 2022, deliberated and adopted the proposal on changing the registered capital and business scope, amending the articles of association and handling the industrial and commercial change registration. The specific information is announced as follows:
1、 Changes in registered capital
According to the relevant provisions of the company's incentive plan for restricted shares and stock options in 2021 (Draft), the company held the 14th (Interim) meeting of the second board of directors on June 10, 2021, deliberated and approved the proposal on granting restricted shares and stock options to incentive objects for the first time, and granted 14028800 restricted shares for the first time, And completed the share registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on July 6, 2021. After the registration, the total number of shares of the company was changed from 109.6 million to
1110288 million shares, and the registered capital was changed from 109.6 million yuan to 1110288 million yuan. Dahua Certified Public Accountants (special general partnership) verified the newly increased registered capital and share capital, and issued the capital verification report (Dahua Yan Zi [2021] No. 000461) on June 29, 2021.
On March 4, 2022, the company held the 18th (Interim) meeting of the second board of directors, deliberated and approved the proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects and the proposal on canceling some stock options and repurchasing some restricted shares that have been granted but not yet lifted, After granting 434800 restricted shares reserved in the 2021 incentive plan to incentive objects and repurchasing and canceling 39000 restricted shares of incentive objects who have been granted but have not yet been lifted, the registered capital of the company will be changed from 1110288 million yuan to 11139868 million yuan, and the total number of shares of the company will be changed from 1110288 million shares to 11139868 million shares, The registered capital of the company will be changed from RMB 1110288 million to RMB 11139868 million.
2、 Main contents of business scope change
According to the latest business scope, the company now changes the business scope of the business license, which shall be subject to the final approval of Shenzhen market supervision and Administration Bureau.
Business scope before change: R & D, production and sales of electronic products, various electronic intelligent controllers, automotive electronic products, medical electronic products, motors and their intelligent controllers, frequency converters, LED lighting, switching power supply, high-voltage power supply and electronic automation equipment; Technical development, technical service and sales of power battery products, various household appliances, power equipment and software; Information consultation of electronic products (excluding restricted items); China's trade and import and export business; The specific projects to be established shall be declared separately
Business scope after change: R & D, production and sales of electronic products, various electronic intelligent controllers, automotive electronic products, medical electronic products, motors and their intelligent controllers, frequency converters, inverters, LED lighting, switching power supplies, high-voltage power supplies, electronic automation equipment, new energy products, energy storage systems, photovoltaic systems and digital power supplies; Technical development, technical service and sales of lithium-ion battery, power battery products, various controllers, power equipment and other related software; Information consultation of electronic products (excluding restricted items); China's trade and import and export business; Set up industry (specific projects will be reported separately).
3、 Amendments to the articles of Association
In accordance with the provisions of the company law of the people's Republic of China, the guidelines for the articles of association of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws and regulations, In combination with the actual situation of the company's initial public offering and listing on the main board of Shenzhen Stock Exchange, it is proposed to amend the articles of association. The specific revised terms are as follows:
Before and after revision
No increase
Article 2 the company is a joint stock limited company established in accordance with the company law, other laws and regulations and normative documents.
Article 3 the original shareholder of Shenzhen Genbyte Technology Inc(003028) Technology Co., Ltd. is deleted as the initiator of the company.
Article 6 the registered capital of the company is 109.6 million yuan. Article 6 the registered capital of the company is 11139868 million yuan. Yuan.
Article 13 after registration according to law, the business scope of the company is: Article 13 after registration according to law, the business scope of the company is: electronic products, various electronic intelligent controllers, automotive electronic sub products, various electronic intelligent controllers, automotive electronic products, products, medical electronic products, motors and their intelligent controllers, medical electronic products R & D, production and sales of motor and its intelligent controller, frequency converter, frequency converter, LED lighting, switching power supply, high voltage power supply, inverter, LED lighting, switching power supply, high voltage power supply and electronic automation equipment; R & D, production and sales of power automation equipment, new energy products, energy storage system, photovoltaic system, battery products, various household appliances, power equipment, software and digital power supply; Lithium ion battery, dynamic technology development, technical service and sales; Information power of electronic products, battery products, various controllers, power equipment and other related software consulting (excluding restricted items); Technology development, technical service and sales of China's trade and operation; Information export business of electronic products; Set up industry (specific projects will be reported separately). Consulting (excluding restricted items); China's trade and import and export business; Set up industry (specific projects will be reported separately).
Article 19 the total number of shares of the company is 109.6 million, and the total number of shares of the company is 11139868 million, all of which are ordinary shares in RMB. RMB ordinary shares.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers, members and shareholders holding more than 5% of the company's shares shall be transferred to shareholders holding more than 5% of the company's shares, Sell the company's shares held by the company within 6 months after the purchase, or sell the company's shares or other equity securities within 6 months after the purchase, or buy them again within 6 months after the sale, and then sell them within 6 months, or buy them again within 6 months after the sale. The income shall belong to the company, and the board of directors of the company shall belong to the company, The board of directors of the company will recover its income. However, the income from the purchase of securities companies 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 by underwriting, sells the remaining shares and holds more than 5% of the shares, and has the securities of the State Council, the shares are not subject to the six-month time limit. Under other circumstances prescribed by the regulatory authority, the sale of the shares is not allowed. If the board of directors of the company fails to implement the provisions of the preceding paragraph, it shall be subject to the restriction of six months.
Shareholders have the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and natural board of directors referred to in the preceding paragraph of the company fail to implement within the above-mentioned period, the shareholders have the right to submit the shares or other certificates with the nature of equity held by the shareholders directly to the people's court in their own name, including their spouses, parents Children hold and use other people's courts to bring a lawsuit. Shares or other equity securities held in the account. If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, and the shareholders have the right to do so, the responsible directors shall bear joint and several liabilities according to law and have the right to require the board of directors to do so within 30 days. The board of directors of the company is not in office. If the execution is carried out within the above-mentioned period, 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.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 40 (15) review the equity incentive plan; Article 40 (15) review the equity incentive plan and employee holding (16) review the following transactions: share plan;
1. The total assets involved in the transaction account for more than 50% of the total assets audited in the latest one (16) of the listed company. If the total assets involved in the transaction have both book value and assessed value, if the transaction exceeds one of the following standards, the higher one shall be taken as the calculation data in time; Disclose and submit to the general meeting of shareholders for deliberation:
2. The subject matter of the transaction (such as equity) in the latest accounting year 1 The total assets involved in the transaction account for more than 50% of the total assets audited by the listed company in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail; Accounting for more than 50% of the annual audited operating income, and the vast majority of 2 The net assets involved in the subject matter of the transaction (such as equity) account for more than 50 million yuan of the company; More than 50% of the latest audited net assets, and the absolute amount is more than 50 million yuan, and the net assets involved in the transaction exist at the same time. (17) if laws, administrative regulations, departmental rules or book value and evaluation value are reviewed, the higher shall prevail; Other matters (XVII) to be decided by the general meeting of shareholders as stipulated in the articles of association shall be considered on the financial assistance of the company. Financial assistance of the company. The functions and powers of the above-mentioned general meeting of shareholders shall not be authorized. Under any of the following circumstances, they shall be submitted to the general meeting of shareholders for deliberation by the board of directors or other institutions and individuals after being deliberated and approved by the board of directors, unless otherwise stipulated by Shenzhen Stock Exchange. except:
1. The amount of single financial assistance exceeds 10% of the company's latest audited net assets;
2. The latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
3. The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company's latest audited net assets;
4. Other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
If the object of financial assistance provided by the company is a holding subsidiary within the scope of the company's consolidated statements with a shareholding ratio of more than 50%, and the other shareholders of the holding subsidiary do not include the company's controlling shareholders, actual controllers and their affiliates, it may be exempted from the shareholders' meeting The board of directors shall review and disclose it.
（18） Review other matters that should be decided by the shareholders' meeting according to laws, administrative regulations, departmental rules or the articles of association.
The company receives donated cash assets and obtains
