Securities code: 002929 securities abbreviation: Runjian Co.Ltd(002929) Announcement No.: 2022-010 bond Code: 128140 bond abbreviation: runjian convertible bond
Announcement of resolutions of the 18th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 18th meeting of the 4th board of supervisors of Runjian Co.Ltd(002929) (hereinafter referred to as "the company") was held in the form of communication meeting on January 23, 2022. On January 20, 2022, the board of supervisors of the company notified all supervisors and other non voting participants of the meeting by telephone, e-mail, etc. Three supervisors should attend the meeting, and three actually attended the meeting. Tang Min, chairman of the board of supervisors, presided over the meeting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. After discussion by the supervisors attending the meeting, the meeting deliberated and adopted the following resolutions by written vote:
1、 The proposal on capital increase and related party transactions to Guangzhou sailfish Software Technology Co., Ltd. was deliberated and adopted
The board of supervisors of the company has made a detailed understanding of the capital increase of sailfish technology and related party transactions, and expressed the following opinions:
1. The company acquired 17% equity of swordfish technology through capital increase. Swordfish technology has become a holding subsidiary of the company and included in the scope of the company's consolidated statements. On the one hand, swordfish technology will bring good technology and product supplement to the company; On the other hand, the company will use its strong market and delivery capacity to drive swordfish technology into a rapid development channel; At the same time, the company can also share the achievements of high-quality enterprises through industrial incubation and equity investment, enhance the profitability of the company and maximize the interests of shareholders.
2. The price of the company's capital increase to obtain 17% equity of swordfish technology is based on the strong technical strength of swordfish technology, profound accumulation of intellectual property rights and industry technical elite team. After negotiation, swordfish technology was originally a joint-stock company of the company. This transaction will be based on the audited financial data and evaluation results of swordfish technology in 2021, The final consideration does not exceed 20.4 million yuan, the transaction price is fair, there is no damage to Runjian Co.Ltd(002929) and the interests of minority shareholders, and does not affect the independence of the listed company.
This connected transaction complies with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. The company has performed the necessary decision-making procedures, the relevant examination and approval procedures are legal and compliant, and there is no behavior damaging the interests of shareholders. Therefore, the board of supervisors unanimously agreed on the capital increase of sailfish technology and related party transactions of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
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, Shenzhen Securities News and Securities Daily.
It is hereby announced.
Runjian Co.Ltd(002929) board of supervisors
January 24, 2022
