Securities code: Beijing Relpow Technology Co.Ltd(300593) securities abbreviation: Beijing Relpow Technology Co.Ltd(300593) Announcement No.: 2022022 Beijing Relpow Technology Co.Ltd(300593)
Announcement on changing the registered capital of the company and amending 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.
Beijing Relpow Technology Co.Ltd(300593) (hereinafter referred to as "the company") held the 14th meeting of the 5th board of directors on April 1, 2022, deliberated and adopted the proposal on changing the registered capital of the company and the proposal on Amending the articles of association. The relevant information is hereby announced as follows:
1、 Change of registered capital
On December 15, 2021, the company issued the announcement on the vesting results of the first vesting period and share listing of some class I incentive objects first granted by the 2020 restricted stock incentive plan. At present, the first vesting of the 2020 restricted stock incentive plan has been completed. Therefore, the registered capital and the total number of shares of the company need to be changed accordingly, The registered capital of the company was changed from 26486304 million yuan to 265985312 million yuan, and the total number of shares of the company was changed from 26486304 million shares to 265985312 million shares. 2、 Revision of the articles of Association
1. Due to the above changes in registered capital and other matters, the corresponding articles of association are amended as follows:
Before and after modification
number
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 1486304 million. [265985312] yuan.
Article 20 the total number of shares of the company is Article 20 the total number of shares of the company is [2648630400], all of which are ordinary shares. [265985312] million shares, all ordinary shares.
Article 30 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 and shareholders holding more than 5% of the shares of the company shall sell the shares of the company or their shareholders, the shares of the company or other securities with equity nature held by them within 6 months after purchase, and the securities with equity nature shall be sold within 6 months after purchase, Or sell within 6 months after the sale, or buy again within 6 months after the sale. The income from this shall belong to the company, and the income from this shall belong to the company. The board of directors of the company will recover its income, and the board of directors of the company will recover its income. But the benefits. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and the remaining shares after the sale, or in other circumstances stipulated by the securities regulatory authority of the State Council and the CSRC, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale. Except for other circumstances stipulated by the agency. 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 the shares held by other members and natural person shareholders or their securities with equity nature, including their spouses and 3 other securities with equity nature, including those held by their parents and children and those held by others' accounts Shares or other equity certificates held by children and by using other people's shares or other equity certificate accounts.
Securities of nature. If the board of directors of the company fails to act in accordance with paragraph 1 of this article and the board of directors of the company fails to act in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to act within 30 days, and if the shareholders have the right to require the board of directors to act 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 execute within the above-mentioned time limit, the shareholders have the right to execute for the interests of the company, and the shareholders have the right to directly file a lawsuit in the people's court in their own name for the interests of the company.
Litigation. If the board of directors of the company fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. If the board of directors of the company fails to comply with the provisions of paragraph 1, the responsible directors shall bear the responsibilities according to law.
Joint and several liability.
Article 32 the company shall convene the general meeting of shareholders and distribute shares Article 32 when the company convenes the general meeting of shareholders, distributes 4 profits, liquidates and engages in other acts that need to confirm the interests of shareholders, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the general meeting of shareholders shall convene the general meeting of shareholders
The convener of the meeting shall determine the equity registration date, and the equity registrant shall determine the equity registration date. The shareholders registered on the date of receipt of the equity registration date shall enjoy the relevant rights, and the shareholders registered after the market shall enjoy the relevant rights and interests. Shareholders.
Article 42 the general meeting of shareholders is the power machine of the company Article 42 the general meeting of shareholders is the power machine of the company
The organization shall exercise the following functions and powers according to law:
The organization shall exercise the following functions and powers according to law:
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5 ……
（15） (15) review the equity incentive plan and employee equity incentive plan;
Share plan;
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Article 60 the notice of the general meeting of shareholders includes the following contents:
Contents: (I) time, place and duration of the meeting; (I) time, place and duration of the meeting;
Limit; (II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation; (III) explanation in obvious words: all shareholders (III) explanation in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can appoint in writing. All shareholders have the right to attend the general meeting of shareholders, and can entrust a proxy in writing to attend and vote. The proxy entrusted by the stock to attend the meeting and vote does not have to be the shareholder of the company; 6 the shareholder's agent need not be a shareholder of the company; (IV) equity of shareholders entitled to attend the general meeting of shareholders (IV) equity registration date of shareholders entitled to attend the general meeting of shareholders;
Registration date; (V) the time and place of service of the power of attorney for voting and (V) the time and place of service of the power of attorney for voting;
Location; (VI) name and telephone number of permanent contact for conference affairs (VI) name and telephone number of permanent contact for conference affairs.
Code. (VII) voting time and... Voting procedures by network or other means.
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Article 79 shareholders (including shareholders' agents) shall use Article 79 shareholders (including shareholders' agents) shall use the number of voting shares they 7 represent to form the exercise form of the number of voting shares they represent
To exercise voting rights, each share has one vote, and each share has one vote. Right. The shares of the company held by the company have no voting rights, the shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights of shareholders attending the general meeting of shareholders.
The total number of voting shares at the meeting. Shareholders who buy voting shares of the company in violation of the board of directors, independent directors and shareholders who meet the conditions of paragraph 1 and 2 of Article 63 of the securities law may solicit shareholders' voting rights. In accordance with the provisions of paragraph, the voting rights of the shareholders soliciting the shares exceeding the specified proportion shall be fully disclosed to the solicited person, and shall not be exercised within 36 months after the purchase, and the specific voting intention and other information shall not be disclosed. The voting rights are prohibited and shall not be included in the total number of shares that have the right to collect voting shares in the form of paid or paid in disguised form
The company shall not impose a minimum shareholding limit on the board of directors and independent directors who solicit voting rights and hold 1% of the voting rights. Shareholders with voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders' voting rights by paid or paid in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit for soliciting voting rights.
Article 80 resolutions of the general meeting of shareholders are divided into ordinary resolutions Article 80 resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions. And special resolutions.
An ordinary resolution made by the general meeting of shareholders shall be made by the outgoing general meeting of shareholders, and shall be adopted by more than half of the voting rights held by the shareholders present at the general meeting of shareholders (including 8 shareholders acting as shareholders' agents) and more than half of the voting rights held by them. The general meeting of shareholders has passed. If a special resolution is made at the general meeting of shareholders, it shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting (including the voting managers held by the shareholders on behalf of the shareholders (including the shareholders' agents)) and more than two-thirds of the voting rights held by the shareholders attending the general meeting.
Yes. The general meeting of shareholders deliberates on matters affecting the interests of small and medium-sized investors
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, when voting on major matters that should be considered by small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The result of the separate vote counting shall be timely announced and the votes shall be counted separately. The results of separate vote counting shall be disclosed on a separate ballot paper.
Timely public disclosure.
Article 82 the following matters shall be adopted by special resolution of the general meeting of shareholders:
(I) amend the articles of association and its annexes (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
(II) increase or decrease the registered capital;
Article 82 the following matters shall be adopted by the general meeting of shareholders by special resolution (III) merger, division, dissolution or change of company:
Change the company form;
(I) the company increases or decreases its registered capital;
(IV) spin off its subsidiaries for listing;
(II) division, merger, dissolution and liquidation of the company
(V) continuous calculation stipulated in the GEM Listing Rules;
Purchase or sale of major assets within 12 months or (III) amendment of the articles of Association;
Purchase and sell major assets within one year when the guarantee amount exceeds three percent (IV) of the total assets of the company
9 ten;
Or the guarantee amount exceeds the latest audited amount of the company
