Stock Code: 300202 stock abbreviation: * ST Julong Announcement No.: 2021-100
Announcement on resolutions of the 27th 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 falsehood
False records, misleading statements or material omissions.
The 27th meeting of the Fourth Board of directors (hereinafter referred to as "the meeting") of Julong Co.Ltd(300202) (hereinafter referred to as "the company") was held in the company's conference room on December 29, 2021 in the form of on-site meeting and communication. There are 9 directors who should attend the meeting and 9 actually attended the meeting (including Mr. Ma Guoqiang, an independent director, voting by communication). The meeting is presided over by Mr. Liu Yongquan, chairman of the board. All directors have been notified of the meeting on December 16, 2021, and all directors attending the meeting have known the necessary information related to the matters discussed. The meeting was held in accordance with the provisions of the company law and the articles of association. The meeting adopted the following resolutions:
1、 The proposal on the solutions for the company's controlling shareholders and actual controllers' illegal guarantee and capital occupation and related party transactions was deliberated and adopted
The controlling shareholder and actual controller of the company, Anji Julong enterprise management consulting partnership (limited partnership), Liu Changqing, Zhou Suqin and Liu Yongquan, proposed an asset compensation scheme to the company in order to solve the problems of illegal guarantee and capital occupation of the company. Specifically, the third party Hu Bing compensated the 80% equity of Liaoning xistengke Information Technology Co., Ltd. (hereinafter referred to as the "target company") held by him and the actual controller Liu Changqing for the lease right of two villas under his name to the company to repay the balance of funds occupied by the controlling shareholder. After the completion of this transaction, the balance of illegal guarantee and capital occupation of the company by the controlling shareholder and the actual controller is 0 yuan.
In addition, according to the debt repayment agreement signed by the company with the controlling shareholder, actual controller and Hu Bing, the controlling shareholder and actual controller of the company undertake the obligation to compensate the future performance of the target company and the impairment loss of the company. The actual controller Liu Changqing controls Jinzhou longhaixingang Technology Co., Ltd. and its subordinate Jinzhou longhaixingang Haihe biological research Co., Ltd., Jinzhou longhaixingang modern leisure fishery Co., Ltd., Jinzhou longhaixingang Tourism Industry Co., Ltd The 7903.86 Mu sea area use right held by Jinzhou Longhai Xingang Ocean Park Co., Ltd. guarantees the compensation obligation and signs the mortgage guarantee contract with the company.
For details, please refer to the announcement on solutions and related party transactions of the company's controlling shareholders and actual controllers for the company's illegal guarantee and capital occupation disclosed by the company, Announcement No.: 2021-101. As this proposal involves the controlling shareholder and actual controller of the company to solve the problem of illegal guarantee and fund occupation of the company, and the third party Hu Bing is a spouse of the sister of the company's director Mr. Cui Kai, according to the provisions of relevant laws and regulations, this transaction constitutes a connected transaction, and the relevant directors Liu Yongquan, Zhang Nai and Cui Kai evade the voting of this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention.
2、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
In accordance with the provisions of the company law, the securities law and the articles of association, the board of directors of the company proposes to convene the first extraordinary general meeting of shareholders in 2022. The meeting will be held at 9:30 a.m. on Monday, January 17, 2022. The meeting will be held in the company's conference room, 308 Qianshan Middle Road, Tiedong District, Anshan City, Liaoning Province. For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, please refer to the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention
It is hereby announced!
Julong Co.Ltd(300202) board of directors December 29, 2001
