Securities code: 300490 securities abbreviation: Hnac Technology Co.Ltd(300490) Announcement No.: 2022-003 Hnac Technology Co.Ltd(300490)
Announcement on resolutions of the 15th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. This meeting of the board of supervisors is a temporary emergency meeting, which was convened by Ms. Hu Lanfang, chairman of the board of supervisors. The meeting notice was sent to all supervisors by telephone, SMS and e-mail on January 18, 2022. The meeting notice of the board of supervisors includes relevant materials of the meeting and lists the time, place, content and method of the meeting. 2. The meeting was held in the company's conference room on January 19, 2022 and voted by on-site voting.
3. The meeting was presided over by Ms. Hu Lanfang, chairman of the board of supervisors. Three people should attend the meeting and three actually attended. 4. The convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects was deliberated and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, the company carefully checked the actual situation of the company item by item according to the requirements of companies listed on the gem for issuing convertible corporate bonds to unspecified objects, Considering that the company has the qualifications and conditions to issue A-share convertible corporate bonds to unspecified objects, the company agrees to apply to Shenzhen stock exchange for issuing A-share convertible corporate bonds to unspecified objects.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(II) the proposal on the company's plan to issue convertible corporate bonds to unspecified objects was deliberated and adopted. 1. Types of securities issued
Voting: 3 in favor, 0 against and 0 abstention
2. Issuance scale
Voting conditions: 3 in favor, 0 against and 0 abstention. 3. Voting conditions of face value and issue price: 3 in favor, 0 against and 0 abstention. 4. Voting conditions of bond duration: 3 in favor, 0 against and 0 abstention. 5. Voting conditions of bond interest rate: 3 in favor, 0 against and 0 abstention. 6 The time limit and method of repayment of principal and interest: 3 in favor, 0 against and 0 abstention. 7. The time limit of share conversion: 3 in favor, 0 against and 0 abstention. 8. The determination and adjustment of share conversion price: 3 in favor, 0 against and 0 abstention. 9 How to determine the number of shares to be converted and how to deal with the amount of less than one share during the conversion. The voting situation is: 3 votes in favor, 0 votes against and 0 abstentions. 10. The voting situation of downward revision of the conversion price is: 3 votes in favor, 0 votes against and 0 abstentions. 11. The voting situation of redemption terms is: 3 votes in favor, 0 votes against and 0 abstentions. 12. The voting situation of resale terms is: 3 votes in favor, 0 against, 0 abstention 13. Voting on dividend distribution after share conversion: 3 in favor, 0 against, 0 abstention 14. Voting on issuance method and issuing object: 3 in favor, 0 against, 0 abstention 15. Voting on placement arrangement to original shareholders: 3 in favor, 0 against, 0 abstention 16 The voting situation of bondholders and bondholders' meeting is: 3 affirmative votes, 0 negative votes and 0 abstention votes. 17. Purpose of raised funds
Voting: 2 in favor, 0 against and 0 abstention. Hu Hao, the related supervisor, abstained from voting. 18. Special storage account for raised funds
Voting: 3 in favor, 0 against and 0 abstention
19. Bond guarantee
Voting: 3 in favor, 0 against and 0 abstention
20. Validity period of this issuance scheme
Voting: 3 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for voting item by item, and can be implemented after applying to Shenzhen stock exchange for review and reporting to CSRC for registration, and the final scheme registered by CSRC shall prevail.
(III) the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects was reviewed and approved. The company prepared the plan for Hnac Technology Co.Ltd(300490) issuing convertible corporate bonds to unspecified objects. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting conditions: 2 in favor, 0 against and 0 abstention. Hu Hao, the related supervisor, conducted an avoidance vote (Ⅳ). The proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects was considered and adopted
The company has prepared the demonstration and analysis report on Hnac Technology Co.Ltd(300490) issuing convertible corporate bonds to unspecified objects. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 2 in favor, 0 against and 0 abstention. Hu Hao, the related supervisor, took an avoidance vote (V) and deliberated and adopted the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
The company has prepared the feasibility analysis report on the use of funds raised by Hnac Technology Co.Ltd(300490) issuing convertible corporate bonds to unspecified objects. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The voting was: 2 in favor, 0 against and 0 abstention. Hu Hao, the related supervisor, abstained from voting
(VI) the proposal on the report on the use of the company's previously raised funds was deliberated and adopted
The company prepared the report on the use of Hnac Technology Co.Ltd(300490) previously raised funds on the use of the previously raised funds, and Tianzhi International Certified Public Accountants (special general partnership) issued the assurance report on the use of Hnac Technology Co.Ltd(300490) previously raised funds, For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 3 in favor, 0 against and 0 abstention
(VII) the proposal on the company's issuance of convertible corporate bonds to unspecified objects, diluted immediate return, filling measures and commitments of relevant subjects were deliberated and adopted
The company has carefully analyzed the impact of diluting the immediate return on the company's main financial indicators by issuing convertible corporate bonds to unspecified objects, formulated specific measures to fill the return, and relevant subjects have made commitments to the measures to be taken to effectively fulfill the company's fill the return, For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 3 in favor, 0 against and 0 abstention
(VIII) the proposal on the rules of the meeting of convertible bondholders of the company was deliberated and adopted
The company has formulated the Hnac Technology Co.Ltd(300490) bondholders' meeting rules of convertible companies. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 3 in favor, 0 against and 0 abstention
(IX) the proposal on the company's shareholder return plan for the next three years (2022-2024) was deliberated and adopted
The company has formulated the shareholder return plan for Hnac Technology Co.Ltd(300490) in the next three years (2022-2024), which is published on the gem information disclosure website cninfo (www.cn. Info. Com. CN) designated by the CSRC on the same day Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 3 in favor, 0 against and 0 abstention
(x) the proposal on related party transactions involving the issuance of convertible corporate bonds by the company to unspecified objects was deliberated and adopted
In order to meet the capital needs of the company's development, expand the company's business scale and enhance the company's comprehensive competitiveness, the company plans to raise funds by issuing convertible corporate bonds to unspecified objects, And use part of the raised funds from this issuance to acquire 96.20% equity of Chengbu shanneng new energy Co., Ltd. (hereinafter referred to as "Chengbu shanneng") held by Huayu Investment Co., Ltd. (hereinafter referred to as "Huayu investment") (hereinafter referred to as "this transaction"). Huayu investment is a wholly-owned subsidiary of Changsha Huaneng automatic control group Co., Ltd., the controlling shareholder of the company. This transaction of the company constitutes a connected transaction.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting conditions: 2 in favor, 0 against and 0 abstention. Hu Hao, the related supervisor, took an avoidance vote (XI). The proposal on the purchase of 96.20% equity of Chengbu shanneng new energy Co., Ltd. by Shenzhen qianhaihua self Investment Management Co., Ltd., a wholly-owned subsidiary of the company, and the signing of a conditional equity transfer agreement with the counterparty was considered and adopted
Shenzhen qianhaihuazi Investment Management Co., Ltd. (hereinafter referred to as "qianhaihuazi"), a wholly-owned subsidiary of the company, acquired 96.20% of the equity of Chengbu shanneng new energy Co., Ltd. (hereinafter referred to as "target equity") held by Huayu Investment Co., Ltd. qianhaihuazi and Huayu investment signed the equity transfer agreement with effective conditions. According to the assets appraisal report (szkehua Ping Bao Zi [2022] No. 002) issued by the appraisal office of Shenzhen Zhongkehua Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the appraisal value of all shareholders' equity of the company is RMB 69.9646 million. With reference to the appraisal value and through friendly negotiation between all parties, the transaction price of the subject equity is determined as 66.1665 million yuan. This transaction constitutes a connected transaction.
The voting was: 2 in favor, 0 against and 0 abstention. Hu Hao, the related supervisor, abstained from voting. （12） The proposal on the independence of appraisal institutions, the rationality of appraisal assumptions, the correlation between appraisal methods and appraisal purposes, and the fairness of appraisal pricing was considered and adopted
For this transaction, the company hired Shenzhen Zhongkehua Assets Appraisal Co., Ltd. as the appraisal institution to evaluate the transaction value. The appraisal institution employed by the company for this transaction is independent, the premise of appraisal assumptions is reasonable, the appraisal purpose is relevant to the appraisal method, and the appraisal pricing is fair. Voting conditions: 2 in favor, 0 against and 0 abstention. Hu Hao, the related supervisor, conducted an avoidance vote (XIII) and considered and adopted the proposal on applying for comprehensive credit line and guarantee line from financial institutions and similar financial enterprises in 2022
In 2022, the company and its wholly-owned subsidiaries, holding subsidiaries and their subsidiaries applied for comprehensive credit lines and guarantee lines from financial institutions and similar financial enterprises, which is expected to promote their business development, improve their business efficiency and profitability, in line with the overall interests of the company and the interests of all shareholders, The board of supervisors unanimously agreed to apply for comprehensive credit line and guarantee line to financial institutions and similar financial enterprises in 2022. For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 3 in favor, 0 against and 0 abstention
（14） The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted
Since the company publicly issued 6.7 million convertible to unspecified objects on March 12, 2021, the trading and share conversion were stopped on November 19, 2021. As of November 19, 2021, the company's convertible bonds have converted 71052861 shares in total, and the registered capital of the company has increased by 71052861 yuan accordingly.
According to the draft of the company granting restricted shares to incentive objects in 2021, the company completed the registration of the first batch of 600000 class I restricted shares on July 22, 2021. As the source of the shares issued this time is the shares issued by the company to the incentive objects, the total share capital of the company has increased by 600000 shares.
To sum up, the total share capital of the company increased from 256171546 shares to 327824407 shares, and the registered capital increased from 256171546 yuan to 327824407 yuan.
In addition, according to the latest provisions of relevant laws, regulations and normative documents, such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the guidelines for the articles of association of listed companies (revised in 2022), etc, In combination with the actual situation of the company, the company has added the "party construction" specialty
