Securities code: 002929 securities abbreviation: Runjian Co.Ltd(002929) Announcement No.: 2022-003 bond Code: 128140 bond abbreviation: runjian convertible bond
Announcement on resolutions of the 22nd 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 22nd Meeting of the 4th board of directors of Runjian Co.Ltd(002929) (hereinafter referred to as “the company”) was held by means of communication meeting on January 12, 2022. On January 9, 2022, the board of directors of the company notified all directors and other attendees of the meeting by telephone, e-mail, etc. There are 9 directors who should attend the meeting and 9 directors 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 following resolutions were considered and adopted by written voting:
1、 The proposal on providing guarantee for holding subsidiaries 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 10 million for the holding subsidiary Guangzhou Luoli Energy Technology Co., Ltd. (hereinafter referred to as “Luoli energy”) to obtain the comprehensive bank credit, and Luoli energy will provide an intellectual property right as a pledge to meet the needs of the operation and development of Luoli energy, The guarantee period is 3 years (from the date of deliberation and approval by the general meeting of shareholders). Mr. Wen Feng, another natural person shareholder of Luoli energy, provides credit guarantee in the same proportion as the shareholding ratio.
The board of directors of the company believes that the credit guarantee provided by the company for Luoli energy is in line with the actual business needs of the subsidiary and the long-term interests of the company. The subsidiary has normal production and operation and good credit status, and the company has conducted sufficient calculation and Analysis on this matter. It is considered that Luoli energy has sufficient debt repayment ability and controllable risk. The 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 of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, the company published it on www.cninfo.com on January 13, 2022 info. com. cn. And temporary announcements in the securities times, China Securities News, Shanghai Securities News and Securities Daily.
2、 Deliberated and passed the proposal on providing guarantee for the holding Sun company to obtain comprehensive bank credit
The board of directors of the company agrees that the company will provide a guarantee of no more than RMB 10 million for the holding Sun Company Guangzhou saihaoda Intelligent Technology Co., Ltd. (hereinafter referred to as “saihaoda”) to obtain the comprehensive bank credit, and saihaoda will provide an intellectual property right as a pledge to meet the needs of saihaoda’s operation and development, with a guarantee period of 3 years. As a wholly-owned subsidiary of Luoli energy, saihaoda, another natural person shareholder of Luoli energy, Mr. Wen Feng, provides credit guarantee in the same proportion as its indirect shareholding.
The board of directors of the company believes that the credit guarantee provided by the company for saihaoda is in line with the actual business needs of the subsidiary and the long-term interests of the company. The subsidiary has normal production and operation and good credit status, and the company has conducted sufficient calculation and Analysis on this matter. It is considered that saihaoda has sufficient debt repayment ability and controllable risk. The 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 it on www.cninfo.com on January 13, 2022 info. com. cn. And temporary announcements in the securities times, China Securities News, Shanghai Securities News and Securities Daily. 3、 The proposal on increasing the company’s business scope and amending the articles of association was deliberated and adopted
In order to meet the business development needs of the company, the board of directors agreed to increase the following business scope of the company: Sales of class II medical devices and production of class II medical devices; Sales of class III medical devices, production of class III medical devices and operation of class III medical devices. At the same time, corresponding chapters of the articles of association shall be amended.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors agrees that the company will be in Guangzhou, Guangdong Province at 14:30 p.m. on Friday, January 28, 2022
The company’s first extraordinary general meeting of shareholders in 2022 was held in conference room 4501, Fuli yingkai Plaza, 16 Huaxia Road, Zhujiang New Town. There were two proposals at the meeting. The contents of the proposals are as follows:
Proposal 1.00: proposal on providing guarantee for holding subsidiaries to obtain comprehensive bank credit
Proposal 2.00: proposal on increasing the company’s business scope and amending the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, the company published it on www.cninfo.com on January 13, 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
January 13, 2022
