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The first extraordinary shareholders meeting of Shandong Changrun Diamond Co., Ltd. (hereinafter referred to as “the companyâ€) was held in the company on November 12, 2014. A total of 9 shareholders and proxies attended the meeting, holding 60 million shares of the company, accounting for 100% of the company's total share capital. The general meeting of shareholders was convened by the board of directors and chaired by Mr. Li Jifeng, chairman of the board of directors. The company's directors, supervisors and senior management attended or attended the meeting. The convening of this meeting is in compliance with the relevant provisions of the Company Law and the Articles of Association and other laws and regulations.
Second, the audit of the motion
The resolution of the shareholders' meeting was voted by way of on-site voting. The meeting reviewed and approved the following proposals:
(1) Examined and approved the “Proposal on Approving the Related Transactions of Shanghai Changrun Extreme Sharp Superhard Materials Co., Ltd. and the Capital Assets Evaluation Results of the Capital Increasersâ€
According to the relevant requirements of Shandong Property Rights Exchange Center, the company's subsidiary Shanghai Changrun Extreme Sharp Superhard Materials Co., Ltd. (hereinafter referred to as “Changrun Extremeâ€) has successfully concluded the listing of capital increase, confirming that Mr. Wen Jianjie is the ultimate capital increase party. At present, Changrun Ruili entrusted Watson (Beijing) International Assets Appraisal Co., Ltd. to evaluate the proprietary technology owned by Mr. Wen Jianjie for this capital increase, and on October 23, 2014, the Wackerson Review Word [2014] No. 0338 Asset Evaluation Report, the proprietary technology evaluation value is 0.0047 million yuan, and the evaluation result has been confirmed by the Liaocheng SASAC.
The company and Wen Jiejie agreed to agree, Mr. Wen Jianjie will increase the capital of Changrun Ruiru with the assessed proprietary technology. The company will sign the corresponding capital increase agreement and intangible assets transfer to the company and the board of directors with Mr. Wen Jianjie and Changrun. The members guarantee that the contents of the announcement do not contain any false records, misleading statements or major omissions, and bear individual and joint responsibility for the truthfulness, accuracy and completeness of the contents.
Voting results: The related shareholder Wen Jianjie evaded the voting, and the number of votes held by him was not included in the total number of votes. 56.12 million shares agreed, 0 shares opposed, 0 shares abstained, agreed to account for 100% of the effective voting rights.
III. Legal opinions issued by lawyers Xu Di, a lawyer from Beijing Junzejun Law Firm, attended the meeting and issued the first temporary provision of Shandong Junzejun Law Firm on Shandong Changrun Diamond Co., Ltd. in 2014. The Legal Opinion of the Shareholders' General Meeting held that the convening procedure of the company's general meeting of shareholders was in compliance with laws, administrative regulations and the company's articles of association. The qualifications of the attendees and the convener's qualifications were legal and valid. The voting procedures and voting results of the meeting were legal and valid.
Fourth, the documents for reference
1. Resolution of the 2014 First Extraordinary General Meeting of Shandong Changrun Diamond Co., Ltd.;
2. “Legal Opinions of Beijing Junzejun Law Firm on Shandong Changrun Diamond Co., Ltd. 2014 First Extraordinary General Meeting of Shareholdersâ€.
Special announcement.
Shandong Changrun Diamond Co., Ltd.
November 12, 2014
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Summary I. Meeting convening Shandong Changrun Diamond Co., Ltd. (hereinafter referred to as “the companyâ€) The first extraordinary shareholders meeting in 2014 was held in the company on November 12, 2014. Shareholders attending this general meeting and...
I. Meeting convening