Securities code: 002642 securities abbreviation: Ronglian Group Ltd(002642) Announcement No.: 2022-006 Ronglian Group Ltd(002642)
Announcement on resolutions of the 11th meeting of the 6th 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
The notice of the 11th meeting of the 6th board of directors of Ronglian Group Ltd(002642) (hereinafter referred to as ” Ronglian Group Ltd(002642) ” or “the company”) was sent in writing and e-mail on January 6, 2022, and was held on January 12, 2022 in the conference room on the 8th floor of the company in the way of on-site and communication voting at the same time. 9 directors should attend the meeting and 9 actually attended the meeting. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules and the articles of association, and the meeting was legal and effective.
2、 Deliberations
1. The proposal on the company’s plan for non-public development of A-Shares (Second Revision) was reviewed and adopted. Voting results: 7 in favor, 0 against and 0 abstention; Related directors Mr. Zhang Liang and Mr. Wang Donghui withdrew from voting.
In accordance with the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – non-public offering plan and issuance report of listed companies, and in combination with the latest progress of the company’s non-public matters, the company has prepared the plan for non-public offering of A-Shares (Second Revision).
The independent directors of the company have expressed clear prior approval opinions and independent opinions on this proposal. See http://www.cninfo.com.cn for details and the announcement on the revision of the plan of non-public development banks and the plan for A-Shares of non-public development banks (Second Revision)（ http://www.cn.info.com.cn. ）。
2. The proposal on the company’s feasibility analysis report on the use of funds raised by non-public Development Bank A shares (Second Revision) was reviewed and adopted.
Voting results: 7 in favor, 0 against and 0 abstention; Related directors Mr. Zhang Liang and Mr. Wang Donghui withdrew from voting.
In accordance with the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, and in combination with the specific situation of the company, the company has prepared the feasibility analysis report on the use of funds raised by non-public offering of A-Shares (Second Revision).
The independent directors of the company have expressed clear prior approval opinions and independent opinions on this proposal. See cninfo.com for details and the feasibility analysis report on the use of funds raised by non-public development banks’ A shares (Second Revision)（ http://www.cn.info.com.cn. ）。
3. The proposal on the company’s diluted immediate return and filling measures for non-public Development Bank A-share shares and commitments of relevant subjects (Second Revision) was deliberated and adopted.
Voting results: 7 in favor, 0 against and 0 abstention; Related directors Mr. Zhang Liang and Mr. Wang Donghui abstained from voting.
In accordance with the requirements of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and in combination with the latest progress of the company, in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of the non-public offering on the diluted earnings per share of the current period, formulated specific measures to fill the diluted earnings per share of the listed company in the non-public offering, and issued commitments by relevant subjects.
The independent directors of the company have expressed clear prior approval opinions and independent opinions on this proposal. See http://www.cninfo.com.cn for details and the announcement on diluting immediate return and filling measures (Second Revision) for A-share shares of non-public development banks（ http://www.cn.info.com.cn. ）。
4. The proposal on the signing of the supplementary agreement to the share subscription agreement on the effectiveness of conditions attached to the raised funds of non-public development banks and related party transactions between the company and specific objects was deliberated and adopted.
Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Liang and Mr. Wang Donghui withdrew from voting.
In order to continue to promote matters related to the company’s non-public offering of shares, the board of directors agreed that the company and Shandong Jingda Technology Industry Development Co., Ltd. signed a supplementary agreement to the share subscription agreement.
The independent directors of the company have expressed clear prior approval opinions and independent opinions on this proposal. See http://www.cninfo.com.cn for details and the announcement on signing the supplementary agreement and related party transactions of the conditional effective share subscription agreement with specific objects（ http://www.cn.info.com.cn. ）。
3、 Documents for future reference
1. Resolutions of the 11th meeting of the 6th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 11th meeting of the 6th board of directors;
3. Prior approval opinions of independent directors on matters related to the 11th meeting of the 6th board of directors. It is hereby announced.
Ronglian Group Ltd(002642) board of directors January 14, 2002
