Securities code: Loctek Ergonomic Technology Corp(300729) securities abbreviation: Loctek Ergonomic Technology Corp(300729) Announcement No.: 2022024 bond Code: 123072 bond abbreviation: lege convertible bond
Loctek Ergonomic Technology Corp(300729)
On changing the registered capital 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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as "the company") held the 39th meeting of the Fourth Board of directors on April 11, 2022, deliberated and adopted the proposal on changing the registered capital, amending the articles of association and handling the industrial and commercial change registration. The relevant matters are hereby announced as follows:
1、 Changes in registered capital of the company
(I) conversion of convertible corporate bonds into shares
According to the reply of China Securities Regulatory Commission on the approval of registration in the document of "zjxk [2020] No. 1957", the company issued 1.42 million convertible corporate bonds to unspecified objects on October 21, 2020 and was listed on Shenzhen Stock Exchange on November 10, 2020. The bonds are referred to as "lege convertible bonds" for short and the bond code is "123072". In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the Loctek Ergonomic Technology Corp(300729) gem prospectus for public issuance of convertible corporate bonds, the lege convertible bonds issued by the company this time can be converted into shares of the company from April 27, 2021.
From September 29, 2021 to March 31, 2022, a total of 60 lege convertible bonds were converted into shares of the company, with a total of 120 shares.
(II) exercise of the first phase of 2020 stock option incentive plan
On August 9, 2021, the company held the 31st meeting of the 4th board of directors and the 26th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of 2020 stock option incentive plan. The board of directors unanimously agreed that the exercise conditions in the first exercise period of 2020 stock option incentive plan had been achieved, and agreed that 84 incentive objects meeting the exercise conditions would exercise their rights in the first exercise period, The total number of exercisable options is 1486825, and the exercise period is from August 20, 2021 to July 8, 2022.
From September 29, 2021 to March 31, 2022, each incentive object exercised 398405 stock options through independent exercise, resulting in an increase of 398405 shares in the company's share capital.
2、 Amendments to the articles of Association
According to the company law, the guidelines for the articles of association of listed companies and other relevant laws and regulations and the actual situation of the company, some provisions of the articles of association have been revised. This matter has been deliberated and adopted at the 39th meeting of the Fourth Board of directors of the company and needs to be submitted to the general meeting of shareholders for deliberation. The specific amendments are as follows:
No. articles of the articles of association revised and improved from the original articles of Association
Article 5 the registered capital of the company is RMB [220320049]. RMB [220718574].
Article 11 is added to the new articles, the contents are as follows, and the provisions of other chapters of the original articles of association are adjusted and postponed accordingly:
Article 11 the company shall establish Party organizations and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company shall provide necessary conditions for the party's organizational activities and give full play to the positive role of the party organization in corporate governance.
Article 18 the total number of shares of the company is Article 19 the total number of shares of the company is 3 [220320049] shares, the capital stock of the company is [220718574] shares, the capital stock structure of the company is: ordinary shares [220320049], the structure is: ordinary shares [220718574] shares and other types of shares [0]. Shares of other classes [0].
Article 28 directors and supervisors of the company; Article 29 directors, supervisors, senior managers of the company, senior managers holding 5% of the company's shares and shareholders holding more than 5% of the company's shares shall sell the company's shares held by shareholders holding more than 5% of the company's shares within 6 months after purchase, Or buy again within 6 months after the sale of the notes or other equity securities 4, and the resulting income is sold within 6 months after the purchase, or buy again within 6 months after the sale proceeds belong to the company and the board of directors of the company, and the resulting income will recover its income. The company's board of directors and supervisors shall recover the benefits of the company's board of directors and senior managers, and the benefits referred to in the preceding paragraph shall belong to the company's natural owners. The shares held by directors and shareholders or other securities with the nature of shareholder rights of supervisors, senior managers and natural persons referred to in the preceding paragraph include their spouses, parents, shares held by them or other securities with equity nature
Securities held by children and held in other people's accounts, including shares of their spouses, parents and children or securities held by other women with equity nature and held in other people's accounts. However, the securities company holds more than 5% of the shares and bonds due to the exclusive sale of the purchased shares or other remaining shares after the sale of certificates with the nature of equity. If the company holds more than 6% of the shares and sells them under the underwriting system, the remaining 5 months will not be limited. And other circumstances stipulated by the CSRC, except that the board of directors of the company does not form in accordance with the provisions of the preceding paragraph.
In case of execution, the shareholders have the right to require the board of directors to execute within 30 days of the directors, supervisors and senior managers mentioned in the preceding paragraph. If the board of directors of the company fails to execute within the shares or restrictions held by the above-mentioned period management personnel and natural person shareholders, the shareholders have the right to directly file a lawsuit in their own name to the people's court for other equity securities of the company, including interests held by their spouses, parents and children. Shares held in other people's accounts or other securities with equity nature that the board of directors of the company does not comply with paragraph 1.
If the provisions are implemented, the responsible directors shall bear joint and several liability in accordance with the law. The board of directors of the company shall not bear joint and several liability in accordance with the first paragraph of this article. The shareholders have the right to require the board of directors to implement the provisions of paragraph 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 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 39 the general meeting of shareholders is the authority of the company. Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: the authority shall exercise the following functions and powers according to law: (I) decide on the company's business policy and (I) decide on the company's business policy and investment plan; Investment plan;
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（12） Review and approve article 40 (12) review and approve the transaction matters specified in Article 41
（13） Deliberating and approving the guarantee matters specified in Article 41 (13) deliberating and approving Article 42; Specified guarantee matters;
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（17） Review the equity incentive plan; （17） (XVIII) reviewing equity incentive plans and (XVIII) reviewing laws, administrative regulations and employee stock ownership plans;
Other matters that shall be decided by the annual general meeting of shareholders (XVIII) of the company as stipulated in the departmental rules or the articles of association. The power of authorizing the board of directors to decide to send the above general meeting of shareholders to specific objects shall not be exercised by the board of directors or other stock institutions and individuals whose total financing does not exceed RMB 300 million and whose net assets do not exceed 20% at the end of the most recent year. 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 and individuals in the form of authorization.
Article 50 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they must be notified in writing. If they decide to convene the general meeting of shareholders on their own, they must be notified in writing to the board of directors. At the same time, it shall be reported to the board of directors of the China Securities Regulatory Commission where the company is located, and filed with the local office of the Securities Regulatory Commission of the stock exchange and the stock exchange. Case.
Before the resolution of the general meeting of shareholders is made according to law and before the resolution of the general meeting of shareholders is made according to law, the shareholding ratio of 6 convening shareholders shall not be less than 10%. The shareholding ratio of convening shareholders shall not be less than 10%. The convening shareholders shall submit relevant certificates to the stock exchange when issuing the notice and the announcement of the resolution of the general meeting of shareholders. The board of supervisors or the convening shareholders shall submit relevant supporting materials to the Shenzhen Stock Exchange when notifying the company's general meeting of shareholders and the dispatched office of the CSRC where the company is located.
Material.
Article 51 for the board of supervisors or shareholders Article 52 for the general meeting of shareholders convened by the board of supervisors or shareholders, and the general meeting of shareholders convened by the board of directors and shareholders, the board of directors and 7 the Secretary of the board of directors will cooperate. The board of directors shall cooperate with the Secretary of the board of directors. The board of directors will provide the register of shareholders on the equity registration date. The register of shareholders on the registration date of directors' equity. If the board of directors fails to provide the register of shareholders, the convener may hold it
Apply to the securities registration and clearing institution for the relevant announcement of convening the general meeting of shareholders and the relevant announcement of convening the general meeting of shareholders. Call the securities registration and clearing institution to apply for it. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders. Other purposes other than convening the general meeting of shareholders.
Article 56 notice of shareholders' meeting Article 57 the notice of shareholders' meeting shall include the following contents:
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(V) name of permanent contact person for conference affairs, (V) name and telephone number of permanent contact person for conference affairs. Telephone number
Notice of general meeting of shareholders and supplementary notice (VI)
