Securities code: 002615 securities abbreviation: Zhejiang Haers Vacuum Containers Co.Ltd(002615) Announcement No.: 2022-004 bond Code: 128073 bond abbreviation: Harbin convertible bond
Zhejiang Haers Vacuum Containers Co.Ltd(002615)
Announcement on change of registered capital and amendment of 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 Haers Vacuum Containers Co.Ltd(002615) (hereinafter referred to as “the company”) convened the 15th meeting of the 5th board of directors on January 12, 2022, deliberated and adopted the proposal on changing the registered capital and amending the articles of association. The relevant matters are hereby announced as follows:
1、 Increase of registered capital by conversion of convertible corporate bonds into shares
Approved by the reply on approving Zhejiang Haers Vacuum Containers Co.Ltd(002615) public issuance of convertible corporate bonds (zjxk [2019] No. 785) of China Securities Regulatory Commission, the company publicly issued 3 million convertible corporate bonds (hereinafter referred to as “convertible bonds”) on August 22, 2019, with a face value of 100 yuan each and a total issuance amount of 300 million yuan. With the consent of SZS [2019] No. 541 document of Shenzhen Stock Exchange, the company’s 300 million yuan convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since September 11, 2019. The bonds are referred to as “Hal convertible bonds” for short and the bond code is “128073”. In accordance with relevant laws and regulations and the relevant provisions of the prospectus for public offering of convertible corporate bonds, Zhejiang Haers Vacuum Containers Co.Ltd(002615) , the convertible bonds issued by the company can be converted into shares of the company from February 28, 2020.
In the early stage, the company has handled the change of registered capital and the amendment of the articles of association caused by the conversion of convertible bonds into shares from February 28, 2020 to July 8, 2021. From July 9, 2021 to November 21, 2021, a total of 900 “Hal convertible bonds” were converted into shares of the company, with a total number of 15759 shares. The total number of shares of the company increased from 412173136 shares to 4121888895 shares due to convertible bonds, and the registered capital increased from 412173136 yuan to 41218895 yuan.
2、 Increase of registered capital reserved and granted in 2020 restricted stock incentive plan
The 12th meeting of the 5th board of directors and the 5th supervisor meeting held by the company on October 27, 2021
At the 7th Meeting of the board of directors, the proposal on granting reserved restricted shares to incentive objects was deliberated and adopted, the same as
The reserved grant date of Italian restricted shares is November 1, 2021, and 15 incentive pairs meeting the grant conditions are granted
Like granting 1.93 million restricted shares. On December 29, 2021, it was approved by Shenzhen Stock Exchange and China Securities Exchange
Shenzhen Branch of Securities Depository and Clearing Co., Ltd. has reviewed and confirmed that the company has completed the grant of reserved restricted shares
For registration, the listing date of the shares reserved for grant this time is December 31, 2021, and the total share capital of the company
Increased from 41218895 shares to 414118895 shares, and the registered capital increased from 4121888895 yuan to
414118895 yuan.
3、 Changes in registered capital and amendments to the articles of Association
According to the above changes, the company will review the articles of association on registered capital and total share capital
Make corresponding amendments and handle relevant industrial and commercial change registration matters. The specific amendments to the articles of association are as follows:
Below:
Before and after modification
Article 6 the registered capital of the company is RMB 412173136. The registered capital of the company is RMB 414118895.
The total number of shares of the company is 412173136, all of which are shares of the company, and the total number of shares is 414118895, all of which are Article 19
Ordinary shares, with par value indicated in RMB. Ordinary shares, with par value indicated in RMB.
Except for the above amendments, other provisions of the original articles of association remain unchanged.
According to the proposal for authorization of the general meeting of shareholders approved by the fourth extraordinary general meeting of shareholders in 2020
The proposal of the board of directors on handling matters related to equity incentive was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to convertible bonds, the general meeting of shareholders
Authorize the board of directors to amend the articles of association and handle the procedures related to the restricted stock incentive plan and convertible bonds
The proposal does not need to be submitted to the general meeting of shareholders for deliberation.
4、 Other instructions
The convertible bonds issued by the company can be converted into shares of the company from February 28, 2020
From July 28 to July 8, 2021, the company has handled the increase of registered capital caused by the conversion of convertible bonds into shares
Changed the registered capital and amended the articles of association.
This is to make corresponding changes to the increase of registered capital caused by the conversion of convertible bonds into shares and the reserved grant of 2020 restricted stock incentive plan from July 9, 2021 to November 21, 2021, and amend the articles of association. For the increase of the company’s registered capital caused by the conversion of convertible bonds into shares after November 22, 2021, the company will follow up the corresponding procedures.
It is hereby announced
Zhejiang Haers Vacuum Containers Co.Ltd(002615) board of directors January 12, 2022
