Securities code: 300490 securities abbreviation: Hnac Technology Co.Ltd(300490) Announcement No.: 2022-012 Hnac Technology Co.Ltd(300490)
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.
Hnac Technology Co.Ltd(300490) (hereinafter referred to as "the company") convened the 15th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors on January 19, 2022, deliberated and adopted the proposal on changing the registered capital of the company and amending the articles of association, and revised the relevant provisions of the articles of association of Hnac Technology Co.Ltd(300490) (hereinafter referred to as "the articles of association"). The details are as follows:
1、 Details of change of registered capital
1. The company publicly issued 6.7 million convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects on March 12, 2021, with a face value of 100 yuan each, The total issued amount is 670 million yuan. The company's convertible bonds will be converted into shares from September 22, 2021, and the trading and conversion will be 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.
2. The company held the seventh meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2021 on June 11, 2021 and June 29, 2021 respectively, and deliberated and adopted the incentive plan (Draft) and its summary and other relevant proposals. On July 22, 2021, the registration of the first batch of 600000 class I restricted shares was completed. Since 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.
2、 Amendments to the articles of Association
According to 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
According to the latest provisions of relevant laws, regulations and normative documents, combined with the actual situation of the company, the company has added "party construction"
In addition, some articles of the articles of association are amended accordingly, as follows:
Articles of the original articles of association and articles of the revised articles of Association
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 256171546. 327824407 yuan.
Article 12 the company shall establish a Communist Party to organize and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 19 the total number of shares of the company is Article 20 the total number of shares of the company is 327824407256171546 shares, all of which are ordinary shares. 10000 shares, all ordinary shares.
Article 25 Where the company purchases its shares for the reasons of items (I) to (II) of Article 24 of the articles of association due to items (I) to (II) of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The of the company's shares shall be subject to the resolution of the general meeting of shareholders. If the company purchases the shares of the company under the circumstances specified in Item (VI) of Article 23, item (III), (V), (VI) of Article 24 of the articles of association due to the circumstances specified in Item (III), item (V) and item (VI) of article 23 of the articles of association, the shares of the company may be purchased, and shall be authorized by the directors present at more than two-thirds of the directors in accordance with the provisions of the articles of association or the general meeting of shareholders, Resolutions of the board meeting. The company shall adopt resolutions at the board meeting attended by more than two-thirds of the directors in accordance with Article 23 of the articles of association. After the acquisition of the company's shares in accordance with the provisions of article, if it falls under the circumstances of (I) the company's acquisition of this item in accordance with the provisions of Article 24 of the articles of association, it shall be cancelled within 10 days from the date of acquisition; If the shares of the company fall under the circumstances of item (I), and should fall under the circumstances of item (II) and item (IV), they shall be cancelled within 10 days from the date of acquisition; If it belongs to item (II), it shall be transferred or cancelled within 6 months; In the case of item (III) (IV), it shall be transferred or cancelled within 6 months. In the case of item (V), item (VI), the company shall cancel it; If the total number of shares of the company held by the company in items (III), (V) and (III) shall not exceed that of the company in Item (VI), the total number of shares of the company held by the company shall be 10% of the total issued shares of the company, and shall be transferred or cancelled within three years when the number of shares shall not exceed 10% of the total issued shares of the company. And shall be transferred or cancelled within three years.
Article 28 the shares of the company held by the promoters Article 29 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. Copies shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the public offering of shares by the company, the shares issued before the public offering of shares by the company, and the shares issued since the public offering of shares by the company
The company's shares shall not be transferred within one year from the date of listing and trading on the stock exchange. transfer the possession of.
The directors, supervisors and senior managers of the company shall report to the company the shares held by the company and their changes. The company shall report the shares held by the company and their changes. The shares transferred every year during his term of office shall not be changed, During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; 25% of the total number of shares held by the company; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares.
The above personnel shall be transferred within half a year after their resignation. The above-mentioned personnel shall not transfer their shares of the company within six months after their resignation. Shares held in the company.
If the directors, supervisors and senior managers of the company declare their resignation within six months from the date of trading of the company's shares in Shenzhen Stock Exchange, they shall not transfer their directly held shares of the company within 18 months from the date of declaration of resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within twelve months from the date of application for resignation.
Article 40 the general meeting of shareholders is the power organ of the company Article 41 the general meeting of shareholders is the power organ of the company and shall exercise the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Draw; (II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, decide on the remuneration of directors and supervisors, and decide on the reports of directors and supervisors;
Remuneration matters; (III) review and approve the report of the board of directors;
(III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors;
(IV) review and approve the report of the board of supervisors; (V) review and approve the company's annual financial budget; (V) review and approve the company's annual financial budget and final settlement plan;
Plan and final settlement plan; (VI) review and approve the company's profit distribution plan and (VI) review and approve the company's profit distribution plan and loss recovery plan;
And loss recovery plan; (VII) make resolutions on the increase or decrease of the company's registered capital (VII) make resolutions on the increase or decrease of the company's registered capital;
Make resolutions; (VIII) make resolutions on the issuance of corporate bonds or other classes of bonds (VIII) make resolutions on the issuance of corporate bonds or other classes of bonds;
Make resolutions on securities; (IX) make resolutions on the merger, division, dissolution and liquidation of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company;
Make resolutions on the settlement or change of corporate form; (x) amend the articles of Association;
(x) amend the articles of Association; （11） (11) make resolutions on the employment and dismissal of accountants by the company;
Resolutions made by the office; （12） Deliberating and approving Article 42 (12) of the articles of Association; deliberating and approving the guarantee matters specified in Article 41 of the articles of Association;
Specified guarantee matters; （13） Deliberating and approving Article 43 (13) of the articles of Association; deliberating and approving the company's transactions specified in Article 42 of the articles of Association;
Transactions of the company as stipulated; （14） Review and approve the following related party transactions: (XIV) review and approve the following related party transactions: the amount of transactions between the company and related parties (except for the transactions between the company and related parties (providing guarantees) is more than 30 million yuan, and accounts for more than 30 million yuan of the company), And accounting for more than 5% of the absolute value of the latest audited net assets. The absolute value of the latest audited net assets of the company shall be 5% (XV) to review the purchase and sale of the company within one year. Major assets exceed 30% of the company's total audited assets in the latest period (XV) and the company's purchases and expenditures within one year are reviewed; The sale of major assets exceeds 30% of the company's total assets reviewed and approved by the audit (XVI) to change the purpose of the raised funds; Item;
（16） Review and approve the change of the purpose of the raised funds (17) review and approve the equity incentive plan and employee matters; Shareholding plan;
（17） Review the equity incentive plan; （18） Review the company's acquisition of shares under the circumstances specified in items (I) and (II) of this article due to the circumstances specified in items (I) and (II) of Article 23 of the articles of Association;
Purchase of shares of the company; （19） Deliberating laws, administrative regulations and departmental regulations (19) deliberating other rules that shall be decided by the general meeting of shareholders as stipulated by laws, administrative regulations, departmental chapters or the articles of association or matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association.
Other matters. The functions and powers of the above general meeting of shareholders shall not be authorized, and 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 through authorization. The form shall be exercised by the board of directors or other institutions and individuals.
Article 50 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If the general meeting of shareholders is held at the same time, they shall notify the board of directors in writing and report to Hunan securities regulatory bureau and Shenzhen Stock Exchange for the record. Shenzhen stock exchange for record.
During the period from the issuance of the notice of the general meeting of shareholders to the end of the general meeting of shareholders and before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. The convening shareholders shall issue 10% of the shares. The convening shareholders shall apply for holding the company's shares during the lock-in period before issuing the notice of the general meeting of shareholders and the company's shares during the lock-in period before issuing the notice of the general meeting of shareholders.
Copies. The board of supervisors or convening shareholders shall issue the general meeting of shareholders, and the convening shareholders shall submit relevant supporting materials to Hunan securities regulatory bureau and Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when announcing the resolution of the East general meeting of Shenzhen Securities Exchange. The stock exchange shall submit relevant supporting materials.
Article 56 the notice of the general meeting of shareholders shall include the following contents:
