Securities code: 601633 securities abbreviation: Great Wall Motor Company Limited(601633) Announcement No.: 2021-181 convertible bond Code: 113049 convertible bond abbreviation: Changqi convertible bond
Great Wall Motor Company Limited(601633)
Announcement on resolutions of the 30th meeting of the 7th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
On December 31, 2021, Great Wall Motor Company Limited(601633) (hereinafter referred to as “the company” or “the company”) held the 30th meeting of the seventh board of directors by written transmission and signature. Seven directors should attend the meeting and seven actually attended the meeting. The meeting materials have been sent in advance in the form of e-mail, which is in line with the provisions of the company law of the people’s Republic of China and the articles of association of Great Wall Motor Company Limited(601633) .
1、 Deliberating the proposal on daily connected transactions expected in 2022-2024
On December 31, 2021, the company signed a framework agreement with Baoding Great Wall Holding Group Co., Ltd. (hereinafter referred to as “Great Wall holding”), The daily business transactions between the company and its holding subsidiaries (including branches) (hereinafter referred to as “the group”) and Great Wall Holdings (including companies directly or indirectly controlled by it) mainly include the procurement of products (mainly including power battery assembly, hydropower, materials, steam, etc.) Sales of products (mainly including complete vehicles, raw materials, equipment, station appliances, welding production line, Siasun Robot&Automation Co.Ltd(300024) peripheral materials, parts, steam, etc.) Procurement services (mainly including entrusted testing, entrusted processing, hazardous waste disposal, direct power purchase business services, logistics, warehousing services, greening and maintenance services, bidding services, transportation services, software development services, technology development services, management and decoration of the company’s expert building, etc.) and provision of services (mainly including test and inspection, vehicle maintenance, consulting services, operation and maintenance services, expansion and training services, legal services, software development services, technical consulting services, warehousing, transportation and packaging services, logistics transportation, etc.), leasing (leasing houses, equipment, sites, vehicles, etc.) and providing leasing (providing houses, vehicles, equipment, etc.).
The total upper limit of daily connected transactions between the group and Great Wall holdings in 2022-2024 and the upper limit by category are as follows:
Currency: RMB unit: 10000 yuan
Category 2022 estimated amount ceiling 2023 estimated amount ceiling 2024 estimated amount ceiling
Purchased product 2154566.002481629.002620603.00
Sales products 212155.00318735.00435928.00
Procurement services 97593.0090764.0091607.00
Provision of services 13780.0011361.004770.00
Lease (short term) 91235.00133421.00131076.00
Lease (long term) 126615.002769.001683.00
Provide lease 1048.00941.001052.00
Note: according to the accounting standards for Business Enterprises No. 21 – leasing revised by the Ministry of Finance in 2018, the leasing transactions of the group under the framework agreement include long-term leasing and short-term leasing. Long term leases refer to leases with a lease term of more than 12 months, while short-term leases refer to leases with a lease term of 12 months or less.
According to the accounting standards for Business Enterprises No. 21 – leasing revised by the Ministry of Finance in 2018, the group, as the lessee of long-term leasing transactions under the framework agreement, the asset lease right within the lease term of the long-term lease shall be recognized as the right to use asset. The group is required to set an annual cap on the value of the right to use assets involved in the long-term lease entered into in the framework agreement.
The independent non-executive directors of the company (Li Wanjun, Le Ying and Wu Zhijie) unanimously believe that the above related party transactions are the needs of the company’s normal operation, and the transaction pricing follows the principles of fairness and rationality. The relevant transactions are carried out in the daily and general business process of the company, and the terms of the framework agreement are general commercial terms, which is in line with the overall interests of the company and its shareholders, It will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders, and issued a prior approval opinion before the meeting of the board of directors.
According to the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange), the total amount of this connected transaction accounts for more than 5% of the latest audited net assets of the company, which shall be submitted to the general meeting of shareholders of the company for deliberation.
According to the Listing Rules of Shanghai Stock Exchange, when the board of directors of a listed company considers related party transactions, the related directors shall withdraw from voting, and Mr. Wei Jianjun, as a related director, withdraws from voting on this proposal.
The motion is based on the Listing Rules of the Shanghai Stock Exchange.
(see Great Wall Motor Company Limited(601633) daily related party transaction announcement for details)
Deliberation results: 6 affirmative votes, 0 negative votes and 0 abstention. Mr. Wei Jianjun, a related director, avoided voting, and the proposal was passed.
2、 Deliberating the proposal on connected transactions of purchased products and proposed annual cap for 2022-2024
On December 31, 2021, the company entered into a framework agreement with great wall holdings, which involves the purchase of products.
The connected transactions between the group and Great Wall holdings and the proposed annual upper limit for 2022-2024 are as follows:
Currency: RMB unit: 10000 yuan
Category 2022 estimated amount ceiling 2023 estimated amount ceiling 2024 estimated amount ceiling
Purchased product 2154566.002481629.002620603.00
One or more applicable percentage ratios (other than profit ratio) of purchased products transactions are higher than 5%. Therefore, the transaction of purchased products shall comply with the provisions on reporting, annual review, announcement and approval of independent shareholders under Chapter 14A of the stock listing rules of the stock exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”).
The independent board committee has been established and has provided opinions to independent shareholders on the transaction of purchased products and its proposed annual ceiling. The company will appoint Jialin capital as an independent financial adviser to advise the independent board committee and independent shareholders. A copy containing (a) further details of the procurement transaction and its proposed ceiling; (b) Letter of opinion from the independent financial adviser to the independent board committee and independent shareholders; And (c) the circular letter of recommendation letter from the independent board committee to independent shareholders is expected to be sent to shareholders on or before January 21, 2022.
As great wall holdings is the contact person of Mr. Wei Jianjun, a director of the company, and Mr. Wei Jianjun has a significant interest in the purchase product transactions involved in the framework agreement, he has given up voting on this proposal.
The motion is based on the Hong Kong listing rules.
(see H-share announcement – renewal of continuing connected transactions for details)
Deliberation results: 6 affirmative votes, 0 negative votes and 0 abstention. Mr. Wei Jianjun, a related director, avoided voting, and the proposal was passed. 3、 Deliberating the proposal on connected transactions of sales products and the proposed annual cap for 2022-2024
On December 31, 2021, the company entered into a framework agreement with great wall holdings, which involves the sale of products.
The group’s connected transactions with great wall holdings in selling products and the proposed annual cap for 2022-2024 are as follows:
Currency: RMB unit: 10000 yuan
Category 2022 estimated amount ceiling 2023 estimated amount ceiling 2024 estimated amount ceiling
Sales products 212155.00318735.00435928.00
One or more applicable percentage ratios (other than profit ratio) of transactions selling products are higher than 0.1% but lower than 5%. Therefore, the sale of products shall comply with the relevant reporting, announcement and annual review requirements under Chapter 14A of the stock listing rules of the stock exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), but shall be exempted from the requirements approved by independent shareholders.
As great wall holdings is the contact person of Mr. Wei Jianjun, a director of the company, and Mr. Wei Jianjun has a significant interest in the sales of products involved in the framework agreement, he has given up voting on this proposal.
The motion is based on the Hong Kong listing rules.
(see H-share announcement – renewal of continuing connected transactions for details)
Deliberation results: 6 affirmative votes, 0 negative votes and 0 abstention. Mr. Wei Jianjun, a related director, avoided voting, and the proposal was passed.
4、 Review the proposal on connected transactions of procurement services and the proposed annual upper limit for 2022-2024
On December 31, 2021, the company entered into a framework agreement with great wall holdings, covering procurement services.
The group’s procurement service related transactions with great wall holdings and the proposed annual cap for 2022-2024 are as follows:
Currency: RMB unit: 10000 yuan
Category 2022 estimated amount ceiling 2023 estimated amount ceiling 2024 estimated amount ceiling
Procurement services 97593.0090764.0091607.00
The independent non-executive directors of the company (Li Wanjun, Le Ying and Wu Zhijie) unanimously believe that the above connected transactions are the normal business needs of the company, and the transaction pricing follows the principles of fairness and rationality. The relevant transactions are carried out in the daily and general business process of the company, and the terms of the framework agreement are general commercial terms, which is in line with the overall interests of the company and its shareholders, It will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders, and issued a prior approval opinion before the meeting of the board of directors.
One or more applicable percentage ratios (other than profit ratio) of procurement service transactions are higher than 0.1% but lower than 5%. Therefore, the procurement service transaction shall comply with the relevant reporting, announcement and annual review requirements under Chapter 14A of the stock listing rules of the stock exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), but shall be exempted from the requirements approved by independent shareholders.
As great wall holdings is the contact person of Mr. Wei Jianjun, a director of the company, and Mr. Wei Jianjun has a significant interest in the procurement service transactions involved in the framework agreement, he has given up voting on this proposal.
The motion is based on the Hong Kong listing rules.
(see H-share announcement – renewal of continuing connected transactions for details)
Deliberation results: 6 affirmative votes, 0 negative votes and 0 abstention. Mr. Wei Jianjun, a related director, avoided voting, and the proposal was passed.
5、 Deliberating the proposal on providing service connected transactions and the proposed annual cap for 2022-2024
On December 31, 2021, the company entered into a framework agreement with great wall holdings, which involves the provision of services.
The service related transactions between the group and Great Wall holdings and the proposed annual cap for 2022-2024 are as follows:
Currency: RMB unit: 10000 yuan
Category 2022 estimated amount ceiling 2023 estimated amount ceiling 2024 estimated amount ceiling
Provision of services 13780.0011361.004770.00
The independent non-executive directors of the company (Li Wanjun, Le Ying and Wu Zhijie) unanimously believe that the above connected transactions are the normal business needs of the company, and the transaction pricing follows the principles of fairness and rationality. The relevant transactions are carried out in the daily and general business process of the company, and the terms of the framework agreement are general commercial terms, which is in line with the overall interests of the company and its shareholders, It will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders, and issued a prior approval opinion before the meeting of the board of directors.
One or more applicable percentage ratios (other than profit ratio) of transactions providing services are higher than 0.1% but lower than 5%. Therefore, the provision of service transactions shall comply with the relevant reporting, announcement and annual audit requirements under Chapter 14A of the stock listing rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”), but shall be exempted from the requirements approved by independent shareholders.
As great wall holdings is the contact person of Mr. Wei Jianjun, a director of the company, and Mr. Wei Jianjun has a significant interest in the transaction of providing services involved in the framework agreement, he has been released
