Securities code: 001266 securities abbreviation: Hongying intelligent Announcement No.: 2022014
Shanghai Hongying Intelligent Technology Co., Ltd
Changes in registered capital, company type, business scope
Announcement on Amending the articles of association and handling the 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.
The 10th Session of the first board of directors of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as “the company”)
The third interim meeting deliberated and adopted the amendment on changing the company’s registered capital, company type, business scope and
Proposal on formulating the articles of association and handling industrial and commercial registration and proposal on changing the registered capital of the company and amending the articles of Association
The company’s articles of association and the proposal for handling industrial and commercial registration, which needs to be submitted to the general meeting of shareholders for deliberation
The situation is as follows:
1、 Notes on Amending the articles of association and handling industrial and commercial registration
Approved by China Securities Regulatory Commission on the approval of Shanghai Hongying Intelligent Technology Co., Ltd
The reply to the public offering of shares (zjxk [2022] No. 200) was approved and approved by Shenzhen Stock Exchange
It is agreed that the company will publicly issue 18.36 million RMB common shares (A shares) to the public
The stock was officially listed on Shenzhen Stock Exchange on February 28, 2022.
According to “daxinyan Zi [2022] No. 400005” issued by Daxin Certified Public Accountants (special general partnership)
No. “capital verification report”. After the issuance, the registered capital of the company is changed from 55.08 million yuan to
RMB 73.44 million, and the share capital of the company was changed from RMB 55.08 million shares to RMB 73.44 million shares. common
The company type is changed from “joint stock limited company (unlisted)” to “joint stock limited company (listed)”.
According to the resolution of the 13th extraordinary meeting of the first board of directors, the company plans to distribute every 10 shares to all shareholders
Cash dividend of 6.00 yuan (including tax). Based on the latest total share capital of 73440000 shares of the company, the total proposed allocation
A cash dividend of 4406400000 yuan (tax included), accounting for the net profit attributable to shareholders of the parent company in 2021
33.83%; Based on the company’s latest total share capital of 73440000 shares, the company plans to pay each share to all shareholders
10 shares are converted into 4 shares with capital reserve. After this conversion, the total share capital of the company is increased to 102816000
Shares.
In combination with the above changes, after the issuance of shares and the conversion of capital reserve into share capital, the company’s
The registered capital and company type have changed. In combination with the actual situation of the company’s initial public offering and listing in Shenzhen Stock Exchange, it is proposed to change the name of the articles of Association (Draft) (hereinafter referred to as “articles of Association (Draft)”) of Shanghai Hongying Intelligent Technology Co., Ltd. to the articles of association of Shanghai Hongying Intelligent Technology Co., Ltd, The relevant provisions in the articles of Association (Draft) shall be revised accordingly. The details are as follows:
Terms and contents before modification and remarks after modification
Article 3 the company will be established on January 25, 2022
Article 3 the company made its first report to the China Securities Regulatory Commission (hereinafter referred to as the CSRC) on the date of [] with the consent of the China Securities Regulatory Commission (hereinafter referred to as the CSRC)
China Securities Regulatory Commission (hereinafter referred to as “CSRC”) agreed to register and issue RMB common shares to the public. It was revised to issue RMB 18.36 million common shares to the public for the first time, and was listed on the Shenzhen Stock Exchange on [], and on []. It was listed on the Shenzhen Stock Exchange.
Article 6 the registered capital of the company is [] Article 6 the registered capital of the company is RMB. 10281 Shanghai Pudong Development Bank Co.Ltd(600000) yuan.
Article 13 the company shall, in accordance with the provisions of the Communist Party of China
According to the provisions of the articles of association, the Communist Party organization shall be established and new party activities shall be carried out. The company is a party organization
Provide necessary conditions for activities.
Article 14 after being registered in accordance with the law, the company’s Article 15 after being registered in accordance with the law, the company’s
Business scope: “general items: technology business scope: “General items: technical consultation, technology development, technology transfer, technical consultation, technology development, technology transfer, technical service, technical exchange, technology promotion, technical service, technical exchange, technology promotion, computer, software, hardware and auxiliary equipment, electronic special equipment, electronic products, special equipment for mechanical equipment, electronic products, mechanical equipment, wires and cables, industrial self-service Automatic control system, wire and cable, industrial automatic control system
The sales of system devices, electrical mechanical equipment, electrical auxiliary system devices, electrical mechanical equipment, electrical auxiliary repair and modification parts, security equipment and communication equipment, and the sales of parts, security equipment and communication equipment are operated by the lower limit branch; the automation system is operated by the lower limit branch: the production and processing of automatic system equipment and electronic products, the production and processing of electronic products, and the cutting and processing of wires and cables. (except for the cutting and processing of wires and cables in accordance with the law. (except for the items subject to approval in accordance with the law, the items subject to approval in accordance with the business license shall carry out business activities independently in accordance with the law) licensing items: import and export of goods and technology. (by item: import and export of goods and technology.
For projects subject to approval according to law, business activities can be carried out only after relevant departments (for projects subject to approval according to law, business activities can be carried out only after the approval of specific departments. Business projects shall be subject to the approval documents of relevant departments or specific business projects shall be subject to the approval documents of relevant departments
The permit shall prevail. Documents or permits shall prevail.
System of electronic components and electromechanical component equipment
Make; Electronic components and electromechanical component equipment
sale; Research and development of motor and its control system;
Motor manufacturing; Manufacture of auto parts and accessories
Make; Integrated circuit design; Integrated circuit system
Make; Integrated circuit sales; Hydraulic power machine
Manufacturing of machinery and components; Hydraulic power machinery and
Component sales; Navigation, surveying and mapping, meteorology and
Manufacturing of marine special instruments; Navigation, surveying and mapping
Sales of meteorological and marine special instruments; Software
development; Software sales; Internet data service
Service; Manufacturing of intelligent on-board equipment; Smart car
Sales of on-board equipment; Battery manufacturing; Battery pin
Sale; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Intelligent machine
Human sales; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; work
Industrial design services; Manufacturing of security equipment; through
Manufacturing of communication equipment; Special equipment for rail transit
Sales of key systems and components; Intelligent agricultural machinery
Equipment sales; Sales of construction machinery;
Sales of special equipment.
(unless otherwise approved by law)
In addition to the project, it shall be independent according to law with its business license
Licensing items for business activities: Inspection
Testing services (items subject to approval according to law,
It can only be carried out with the approval of relevant business departments
Activities and specific business items are subject to relevant departments
Approval document or permit shall prevail)
Article 20 the total number of shares of the company is
Article 19 the total number of shares of the company is [] 102816000 shares, all of which are ordinary shares. Each modified share is ordinary shares, with a par value of RMB 1.00 per share.
RMB 1.00. Article 23 under the following circumstances, Article 24 the company may not purchase the shares of the company in accordance with laws, administrative regulations and departments. However, under any of the following circumstances, the provisions of the regulations and the articles of association are excluded from the acquisition of the company:
Shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) with other companies holding shares of the company
(II) merger with other companies holding shares of the company;
Merger of the company; (III) use shares for employee stock ownership plan
(III) use shares for employee stock ownership plan or equity incentive;
Or equity incentive; (IV) the shareholder requests the company to purchase its shares due to the shareholder’s objection to the resolution on merger and division of the company made by the general meeting of shareholders and the shareholder’s objection to the resolution on merger and division of the company;
Asking the company to acquire its shares; (V) use the shares for the issuance of the conversion company
(V) use shares to convert corporate bonds issued by the company that can be converted into shares; Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company’s value and share; (VI) the company is necessary to maintain the company’s value and shareholders’ rights and interests. Necessary for East equity. Except for the above circumstances, the company will not purchase the shares of the company.
Article 24 the company purchases its own shares Article 25 the company purchases its own shares
Copies can be conducted in one of the following ways: copies can be conducted in one of the following ways: (I) centralized bidding transaction of Stock Exchange (I) centralized bidding transaction of stock exchange
Mode; Mode;
(II) method of offer; (II) method of offer;
(III) other parties recognized by the CSRC (III) other parties recognized by the CSRC
Style. Style. To modify the company’s acquisition of its own shares, the company shall purchase its own shares in accordance with the provisions of the securities law, and shall perform the obligation of information disclosure in accordance with the provisions of the securities law. The company’s obligations under Article 23 of the articles of association. If the company purchases the shares of the company under the circumstances specified in Item (VI) of the company due to the circumstances specified in Item (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall purchase the shares of the company through public concentration. If the shares of the company are purchased through public concentration, it shall purchase the shares through public concentration
Transaction mode. Transaction mode.
Article 25 the company is governed by Article 2 of the articles of association Article 26 the company is governed by Article 2 of the articles of association
Items (I) to (III) of Article 13 and items (I) to (III) of Article 14 shall be subject to the resolution of the general meeting of shareholders if the company’s shares are purchased for the reasons of amendment and the company’s shares should be purchased for the reasons of amendment. The company has passed the resolution of the general meeting of shareholders in accordance with Article 2. Due to the articles of Association
Article 13 after the acquisition of the company’s shares, if it falls under the circumstances of items (III) and (I) of paragraph 1 of Article 24, it shall be cancelled within 10 days from the date of acquisition specified in items (V) and (VI); If the company’s shares are purchased in case (2), they can be transferred or cancelled in accordance with the circumstances in Item (4). If they are purchased in case (4), they shall be transferred or cancelled within 6 months in accordance with the provisions of the articles of association or the shareholders’ meeting. If it is authorized by item (3) and more than two-thirds of the directors are present in items (5), and (VI), a resolution of the board meeting shall be adopted. If the total number of shares of the company held by the company in accordance with paragraph 1 of Article 24 does not exceed the total number of shares issued by the company, if it belongs to item (I), 10% shall be transferred within 3 years or shall be noted from the date of acquisition
