Securities code: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022034 Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement on change of registered capital and amendment of the articles of Association
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.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company”) held the second meeting of the Fourth Board of directors on March 11, 2022, deliberated and adopted the proposal on changing the registered capital and amending the articles of association. The details are as follows:
1、 Details of change of registered capital
1. Increase of share capital by conversion of convertible bonds into shares
With the approval of zjxk [2019] No. 2985 document of China Securities Regulatory Commission, the company publicly issued 1.75 million convertible bonds on March 5, 2020, with a face value of RMB 100.00 each and a term of 6 years, and the total amount of funds raised was RMB 175 million. With the consent of Shenzhen Stock Exchange “SZS [2020] No. 205”, the company’s convertible bonds will be listed and traded on Shenzhen Stock Exchange from March 31, 2020. The bonds are referred to as “Zhengyuan convertible bonds” for short and the bond code is “123043”.
“Zhengyuan convertible bonds” triggered conditional redemption terms on January 14, 2022. After deliberation, the board of directors of the company decided to redeem all “Zhengyuan convertible bonds” registered on the redemption registration date (February 17, 2022) at the price of bond face value plus accrued interest in the current period. “Zhengyuan convertible bonds” has stopped trading and conversion since February 18, 2022, and was delisted in Shenzhen Stock Exchange after redemption. According to the data of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, from January 1, 2021 to February 17, 2022, Zhengyuan convertible bonds converted 10312995 shares and the company added 10312995 shares.
2. Equity incentive exercise to increase share capital
During the second exercise period of the company’s 2018 stock option incentive plan, a total of 313062 shares were exercised from January 1, 2021 to February 17, 2022, and the company added 313062 shares.
After the above matters, the total share capital of the company increased by 10626057 shares, from 127314305 shares to
137940362 shares. The board of directors agrees that the company shall be based on the total number of shares of the company as of February 17, 2022
The registered capital is subject to change, and the registered capital is changed from 127314305 yuan to 137940362 yuan.
2、 Details of amending the articles of Association
In view of the changes in the total number of shares and registered capital of the company and in combination with the guidelines for the articles of association of listed companies (2022)
Revised) Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – regulations for companies listed on GEM
Fan operation, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations and normative documents,
The board of directors agreed to revise and adjust the articles of association accordingly. The specific modification comparison table is as follows:
Contents of the original articles of association and the revised articles of Association
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 127314305. 137940362 million yuan.
Article 11 other senior managers mentioned in the articles of association Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and treasurer of the company, and refer to the deputy general manager, Secretary of the board of directors, chief financial officer and chief engineer of the company. Person in charge, chief financial officer and chief engineer.
Article 12 the company shall establish a Communist Party to organize 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 19 the total number of shares of the company is 127314305 Article 20 the total number of shares of the company is 137940362 shares, all of which are ordinary shares and no other types of shares. 10000 shares, all ordinary shares, no other types of shares.
Article 21 according to the needs of operation and development article 22 according to the needs of operation and development, the company can increase its capital in the following ways: do not make a resolution in accordance with the provisions of laws and regulations and the resolutions made by the general meeting of shareholders respectively in accordance with the provisions of laws and regulations, The following methods may be adopted to increase capital: (1) public issuance of shares; （1） Public offering of shares;
（2） Non public offering of shares; （2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders; （3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund; （4） Increase the share capital with the accumulation fund;
（5） Laws, administrative regulations and other methods approved by the CSRC. Other methods approved by the CSRC.
When the company issues convertible corporate bonds, the convertible corporate bonds
The procedures and arrangements for the issuance and conversion of corporate bonds and the change of the company’s share capital caused by the conversion shall be in accordance with laws, administrative regulations, departmental rules The provisions of the self-discipline rules of Shenzhen Stock Exchange and other relevant documents, as well as the provisions of the company’s convertible corporate bond prospectus.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. In accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To purchase the shares of the company: (1) reduce the registered capital of the company;
（1） Reduce the registered capital of the company; （2） Merge with other companies holding the company’s shares (2) merge with other companies holding the company’s shares;
And; （3） (3) use the shares for the employee stock ownership plan or share (3) use the shares for the employee stock ownership plan or equity incentive;
Right incentive; （4） (4) the shareholder requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders, and requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders;
of （5） Converting shares into convertible bonds issued by the company (5) converting shares into convertible bonds issued by the company;
Corporate bonds converted into shares; （6） The company is necessary to maintain the company’s value and shareholders’ rights and interests (VI) the company is necessary 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 25 the acquisition of shares of the company may be carried out in the way of public transaction of the company or other methods approved by the CSRC, or by the laws and regulations of the CSRC. Other methods approved by the CSRC.
When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities company law for the reasons of item (III) of Article 24 of the articles of association. Where the company purchases the shares of the company under the circumstances specified in items (V) and (VI) of Article 23 of the company due to the circumstances specified in items (V) and (VI) of this chapter, it shall purchase the shares of the company under the circumstances specified in Item (VI) through public centralized trading.
Through open centralized trading.
Article 25 Where the company purchases the shares of the company under the circumstances specified in items (I) and (II) of Article 24 of the articles of association due to the circumstances specified in items (I) and (II) of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. If the company shares in the company, it shall be resolved by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23 and (III), (V) and (VI) of Article 24 of the articles of association, and purchases its shares under the circumstances specified in Item (VI), The meeting of the board of directors attended by more than two-thirds of the directors may be decided in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders. The right to vote shall be subject to the resolution of the board meeting attended by more than 2 / 3 of the directors. After the company purchases the company’s shares in accordance with Article 23 of the articles of association and purchases the company’s shares in accordance with Article 24 of the articles of association, if it belongs to item (I), it shall cancel the company’s shares. If it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; If it belongs to item (II), it shall be cancelled within 10 days from the date of acquisition; In case of items (II) and (IV), it shall be transferred within 6 months, or in case of item (IV), it shall be transferred or cancelled within 6 months; Those belonging to items (III), (V) and (III) shall be cancelled; In the case of items (III), (V) and (VI), and in the case of items (VI) of the company’s shares 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 shall be transferred or cancelled within three years. And shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior management of the company Article 30 the company’s shareholders holding more than 5% of the company’s shares and shareholders holding more than 5% of the company’s shares shall sell their shareholders, directors, supervisors and senior management’s shares within 6 months after purchase, If the company’s shares or other stocks with the nature of equity held by them are bought within 6 months after they are sold, the securities received from them are sold within 6 months after they are bought, or the profit from the sale belongs to the company, the board of directors of the company will buy them again within 6 months after they are recovered, and the profit from them belongs to the profit of the company. However, the board of directors of the company will recover the proceeds of the securities company’s purchase and after-sales surplus due to underwriting. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, it is not allowed to sell the shares. The holding of the securities company due to the purchase of the remaining shares after the package sale is subject to the six-month time limit. If there are more than 5% shares, or if the board of directors of the company specified by the CSRC fails to comply with the provisions of the preceding paragraph, except under other circumstances.
East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and the board of directors mentioned in the preceding paragraph of the company fail to execute within the above-mentioned time limit, the shareholders have the right to directly file a pledge of securities in the people’s court in their own name, including litigation held by their spouses, parents and children, for the benefit of the shares held by the company’s natural person shareholders or other equity companies. And the company’s shares or other assets held in other people’s accounts
Securities with equity nature if the board of directors of the company fails to implement the provisions of the preceding paragraph.
The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly report to the people’s court in their own name for the benefit of the company
