Securities code: 002929 securities abbreviation: Runjian Co.Ltd(002929) Announcement No.: 2022-014 bond Code: 128140 bond abbreviation: runjian convertible bond
Announcement on the resolution of the 24th 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.
The 24th Meeting of the 4th board of directors of Runjian Co.Ltd(002929) (hereinafter referred to as “the company”) was held in the form of communication meeting on February 14, 2022. On February 11, 2022, the board of directors of the company notified all directors and other attendees of the meeting by telephone, e-mail, etc. 9 directors should be present at the meeting, and 9 actually. The meeting is presided over by Mr. Li Jianguo, chairman of the company. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. After discussion by the directors attending the meeting, the meeting considered and adopted the following resolutions by written vote:
1、 The proposal on providing guarantee for comprehensive bank credit obtained by Boshen consulting was deliberated and adopted
The board of directors of the company agrees that the company will provide a guarantee of no more than RMB 5 million for the holding subsidiary Guangdong Boshen Consulting Co., Ltd. (hereinafter referred to as “Boshen consulting”) to obtain the comprehensive bank credit, so as to meet the needs of the operation and development of Boshen consulting. The guarantee period is 3 years (from the date of deliberation and approval by the general meeting of shareholders). Other shareholders of Boshen consulting provide credit guarantee in the same proportion as their shareholding ratio.
The board of directors of the company believes that the credit guarantee provided by the company for Boshen consulting is in line with the actual business needs of the subsidiary and the long-term interests of the company. The subsidiary’s production and operation are normal and its credit status is good, and the company has conducted sufficient calculation and Analysis on this matter. It is considered that Boshen consulting has sufficient debt repayment ability and controllable risk. This mortgage guarantee does not damage the rights and interests of shareholders, especially minority shareholders.
The independent directors of the company issued independent opinions without objection on the matter, and the board of supervisors of the company issued audit opinions.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, the company published on www.cninfo.com on February 16, 2022 info. com. cn. And temporary announcements in the securities times, China Securities News, Shanghai Securities News and Securities Daily.
2、 The proposal on providing guarantee for xinguangyuan to obtain comprehensive bank credit was deliberated and adopted
The board of directors of the company agrees that the company will provide a guarantee of no more than RMB 30 million for the holding subsidiary Guangzhou xinguangyuan Power Design Co., Ltd. (hereinafter referred to as “xinguangyuan”) to obtain the comprehensive bank credit, so as to meet the needs of xinguangyuan’s operation and development. The guarantee period is 3 years (from the date of deliberation and approval by the board of directors). In view of the fact that the bank intending to grant credit requires the major shareholder of xinguangyuan to provide full guarantee for this credit, other shareholders of xinguangyuan failed to provide guarantee in the same proportion.
The board of directors of the company believes that the company’s provision of credit guarantee for xinguangyuan is in line with the actual business needs of the subsidiary and the long-term interests of the company. The subsidiaries have normal production and operation conditions and good credit status, and the company has conducted sufficient calculation and Analysis on this matter, and believes that xinguangyuan has sufficient debt repayment ability. At the same time, the company will regularly report the capital balance and fund utilization plan through daily capital revenue and expenditure monitoring of the subsidiaries, and carry out large expenditure, foreign investment Carry out special review on external guarantees and other matters, strengthen internal control, ensure the safety of funds and guarantees, and control the risks. This mortgage guarantee does not damage the rights and interests of shareholders, especially minority shareholders.
The independent directors of the company issued independent opinions without objection on the matter, and the board of supervisors of the company issued audit opinions.
This external guarantee is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. Voting results: 9 in favor, 0 against and 0 abstention.
For details, the company published on www.cninfo.com on February 16, 2022 info. com. cn. And temporary announcements in the securities times, China Securities News, Shanghai Securities News and Securities Daily. 3、 The proposal on using idle raised funds for cash management was deliberated and adopted
The board of directors agrees that the company will use the idle raised funds with a maximum amount of no more than RMB 500 million for cash management, which is valid from February 26, 2022 to February 25, 2023, and can be recycled and used within the above limit. The board of directors authorizes the general manager to exercise specific investment decision-making power and sign relevant legal documents within the scope of quota and authorization period, including but not limited to: selecting the issuer of investment products, purchase amount, product variety, signing contracts, etc. the person in charge of finance of the company is responsible for organizing the implementation and the specific operation of the finance department.
Voting results: 9 in favor, 0 against and 0 abstention.
This matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. For details, the company published on www.cninfo.com on February 16, 2022 info. com. cn. And temporary announcements in the securities times, China Securities News, Shanghai Securities News and Securities Daily.
4、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors agreed that the company would hold the second extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Thursday, March 3, 2022 in conference room 4501, Fuli yingkai Plaza, No. 16, Huaxia Road, Zhujiang New Town, Guangzhou, Guangdong Province. There was a proposal at the meeting. The contents of the proposal are as follows:
Proposal 1.00: proposal on providing guarantee for comprehensive bank credit obtained by Boshen consulting.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the notice on convening the second extraordinary general meeting of shareholders in 2022, the company published it on www.cninfo.com on February 16, 2022 info. com. cn. And temporary announcements in the securities times, China Securities News, Shanghai Securities News and Securities Daily
It is hereby announced.
Runjian Co.Ltd(002929) board of directors
February 16, 2022
