Securities code: 002929 securities abbreviation: Runjian Co.Ltd(002929) Announcement No.: 2022-009 bond Code: 128140 bond abbreviation: runjian convertible bond
Announcement on resolutions of the 23rd 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 23rd 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 23, 2022. On January 20, 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 capital increase and related party transactions to Guangzhou sailfish Software Technology Co., Ltd. was deliberated and adopted
The board of directors of the company agrees that the company will increase its capital to the joint-stock company Guangzhou swordfish Software Technology Co., Ltd. (hereinafter referred to as “swordfish technology”) with its own capital of no more than 20.4 million yuan, and obtain 17% equity of swordfish technology. After the capital increase is completed, the company holds 51% equity of swordfish technology, and swordfish technology has become a holding subsidiary of the company and included in the scope of consolidated statements.
This transaction will be based on the audited financial data and evaluation results of sailfish technology in 2021, and the final consideration will not exceed 20.4 million yuan. The board of directors authorizes the operation management and the general manager to go through relevant investment procedures and sign relevant documents.
Swordfish technology is a joint-stock company of the company. The company appointed Ms. Liang Ji, the director of the company, as the director of swordfish technology. Ms. Liang Ji did not hold the equity of swordfish technology and left her post as the director of swordfish technology on December 29, 2021. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, swordfish technology is an affiliated party of the company, and this investment constitutes a connected transaction, Ms. Liang Ji, the director, avoided voting during the deliberation of this proposal, and other non affiliated directors participated in the voting of this proposal.
The independent directors of the company issued independent opinions without objection and prior approval opinions on the matter, and the board of supervisors of the company issued audit opinions.
According to relevant laws and regulations and the articles of association, this connected transaction belongs to the approval authority of the board of directors of the company, does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
Voting results: 8 in favor, 0 against, 0 abstention and 1 withdrawal.
For details, the company published it on www.cninfo.com on January 24, 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 24, 2022
