Securities code: 300490 securities abbreviation: Hnac Technology Co.Ltd(300490) Announcement No.: 2022-004 Hnac Technology Co.Ltd(300490)
Announcement on resolutions of the 15th meeting of the 4th board of directors
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.
1、 Convening of board meeting
1. This meeting of the board of directors is a temporary emergency meeting convened by the chairman Mr. Huang Wenbao. The notice of the meeting will be sent to all directors by telephone, SMS and e-mail on January 18, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The meeting was held in on-site plus communication (video conference) on January 19, 2022.
3. The meeting should be attended by 9 people, and the actual number of people attending the meeting is 9.
4. The meeting was presided over by Mr. Huang Wenbao, chairman of the board of directors, and supervisors and some senior executives attended the meeting as nonvoting delegates.
5. 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 Hnac Technology Co.Ltd(300490) articles of association. The convening methods, procedures and resolutions of the meeting are legal and valid.
2、 Deliberations of the board meeting
(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.
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting conditions: 9 in favor, 0 against and 0 abstention (II) the proposal on the company's issuance of convertible corporate bonds to unspecified objects was considered and adopted. 1. The voting conditions of the types of securities issued were: 9 in favor, 0 against and 0 abstention. 2. The voting conditions of the Issuance scale were: 9 in favor, 0 against and 0 abstention. 3 Voting on face value and issue price: 9 in favor, 0 against and 0 abstention. 4. Voting on duration of bonds: 9 in favor, 0 against and 0 abstention. 5. Voting on bond interest rate: 9 in favor, 0 against and 0 abstention. 6. Voting on duration and method of principal and interest repayment: 9 in favor, 0 against and 0 abstention. 7 The voting conditions of the conversion period are: 9 in favor, 0 against and 0 abstention. 8. The voting conditions of the determination and adjustment of the conversion price are: 9 in favor, 0 against and 0 abstention. 9. The determination method of the number of shares converted and the treatment method of the amount of less than one share during the conversion. The voting conditions are: 9 in favor, 0 against and 0 abstention. 10 Voting on downward revision of the conversion price: 9 votes in favor, 0 votes against and 0 abstentions 11. Voting on redemption terms: 9 votes in favor, 0 votes against and 0 abstentions 12. Voting on resale terms: 9 votes in favor, 0 votes against and 0 abstentions 13. Voting on dividend distribution after conversion: 9 votes in favor, 0 votes against and 0 abstentions
14. Distribution method and object
Voting: 9 in favor, 0 against and 0 abstention
15. Placement arrangements to original shareholders
Voting: 9 in favor, 0 against and 0 abstention
16. Bondholders and bondholders' meetings
Voting: 9 in favor, 0 against and 0 abstention
17. Purpose of raised funds
The voting was as follows: 6 in favor, 0 against and 0 abstention. Related directors Huang Wenbao, Wang Xiaobing and she Pengyu withdrew from the voting
18. Special deposit account for raised funds
Voting: 9 in favor, 0 against and 0 abstention
19. Bond guarantee
Voting: 9 in favor, 0 against and 0 abstention
20. Validity period of this issuance scheme
Voting: 9 in favor, 0 against and 0 abstention
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for voting item by item, and it needs to apply to Shenzhen stock exchange for examination and registration with the CSRC before it can be implemented after being approved by the CSRC, and the final scheme approved and registered by the CSRC shall prevail.
(III) the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects was deliberated and adopted. According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), it is proposed to raise funds by issuing convertible corporate bonds to unspecified objects. In combination with its actual situation, the company has prepared the plan for Hnac Technology Co.Ltd(300490) issuing convertible corporate bonds to unspecified objects.
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The voting was as follows: 6 in favor, 0 against and 0 abstention. The related directors Huang Wenbao, Wang Xiaobing and she Pengyu withdrew from the voting
(IV) the proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects was deliberated and adopted
According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), it is proposed to raise funds by issuing convertible corporate bonds to unspecified objects. According to the requirements of relevant laws and regulations, the board of directors of the company organized the preparation of the demonstration and analysis report on Hnac Technology Co.Ltd(300490) issuing convertible corporate bonds to unspecified objects.
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The voting was as follows: 6 in favor, 0 against and 0 abstention. Related directors Huang Wenbao, Wang Xiaobing and she Pengyu withdrew from the voting
(V) the proposal on the feasibility analysis report on the use of funds raised by the company by 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 relevant laws, regulations and normative documents, the board of directors of the company carefully compared with the requirements of companies listed on the gem for issuing convertible corporate bonds to unspecified objects, Organized and prepared the feasibility analysis report on the use of funds raised by Hnac Technology Co.Ltd(300490) issuing convertible corporate bonds to unspecified objects.
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The voting was as follows: 6 in favor, 0 against and 0 abstention. Related directors Huang Wenbao, Wang Xiaobing and she Pengyu withdrew from the 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.
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 9 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 the relevant subjects have made commitments to the measures to be taken to effectively fulfill the company's fill the return. The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 9 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
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 relevant provisions of laws, regulations and other normative documents, the company has formulated the rules for the meeting of bondholders of Hnac Technology Co.Ltd(300490) convertible companies.
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 9 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
In accordance with the notice on further implementation of matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant documents, and in combination with the actual situation of the company, the shareholder return plan for Hnac Technology Co.Ltd(300490) the next three years (2022-2024) is hereby formulated. The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 9 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.
The proposal was deliberated and adopted at the 15th meeting of the 4th board of supervisors of the company, and the independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the same day's publication on cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC Announcements.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The voting was as follows: 6 in favor, 0 against and 0 abstention. Related directors Huang Wenbao, Wang Xiaobing and she Pengyu withdrew from the voting
（11） 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 reviewed and approved
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 Shenzhen Zhongkehua Assets Appraisal Co., Ltd
