China National Software And Service Company Limited(600536) 2022 information of the third extraordinary general meeting of shareholders March 21, 2002
catalogue
Catalog- 1 - I. meeting agenda- 2 - II. Meeting instructions- 3 -
3、 Proposal on the prediction of daily connected transactions in 2022- 4 -
1、 Agenda of the meeting
Meeting time:
Date and time of on-site meeting: from 14:30 on March 21, 2022
Online voting date and time: the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 21; The voting time through the Internet voting platform is 9:15-15:00 on March 21
Site meeting place:
Conference room 1, floor 1, building C, zhongruan building, No. 55 Xueyuan South Road, Haidian District, Beijing
Convener:
China National Software And Service Company Limited(600536) board of directors
Meeting method:
All proposals of this general meeting of shareholders adopt the combination of on-site voting and online voting, and vote through the trading system of Shanghai Stock Exchange.
On site meeting agenda:
(I) the chairman announces the beginning of the meeting and explains the attendance of the shareholders' meeting;
(II) read out the meeting proposal:
1. Proposal on the prediction of daily connected transactions in 2022;
(III) shareholders' speeches and questions;
(IV) directors, supervisors and senior managers answer questions;
(V) voting;
(VI) on site voting results of various proposals;
(VII) upload the on-site voting data to the information network company;
(VIII) download online voting data;
(IX) summarize the on-site and online voting results;
(x) the chairman announces the voting results;
（11） The chairman read out the resolutions of the general meeting of shareholders;
（12） Relevant participants shall sign the meeting minutes and resolution documents;
（13） The lawyer who witnessed the meeting read out the legal opinion on the shareholders' meeting;
（14） The chairman announced that the general meeting of shareholders was closed.
2、 Notice of meeting
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, these instructions are formulated in accordance with the requirements of the rules for the general meeting of shareholders of listed companies (revised in 2016) published by the CSRC [2016] No. 22.
(I) the company has done a good job in convening the general meeting of shareholders in accordance with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of Association;
(II) the board of directors shall earnestly perform the duties specified in the articles of association on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the general meeting;
(III) if a shareholder requests to speak at the general meeting of shareholders, it shall be registered with the company on the registration date of attending the meeting. The number of registered speakers is generally limited to 10. If more than 10, the first 10 shareholders with a large number of shares shall be given priority to speak in turn;
(IV) when a shareholder makes a speech, it shall first report its share of shares. Each shareholder shall make a speech no more than 2 times, and each speech shall generally not exceed 3 minutes;
(V) where shareholders raise questions on relevant issues, they shall register with the company on the registration date of attending the meeting.
The directors, supervisors and senior managers of the company shall answer the questions of shareholders in a serious, responsible and targeted manner.
All questions should be answered within 30 minutes.
(VI) in order to improve the efficiency of the proceedings of the general meeting of shareholders, the voting of the general meeting can be carried out after the shareholders have finished their speeches related to the proposals of the general meeting;
(VII) the on-site voting of the general meeting of shareholders adopts the method of open ballot;
(VIII) when attending the general meeting of shareholders, shareholders shall earnestly perform their legal obligations, and shall not infringe upon the rights and interests of other shareholders or disturb the normal order of the general meeting;
(IX) the board of directors of the company hired the practicing lawyer of Beijing Jindu law firm to attend the shareholders' meeting and issue legal opinions.
3、 Proposal on the prediction of daily connected transactions in 2022
Dear shareholders
Due to the needs of business operation, the company (including subsidiaries) will have a number of related party transactions related to daily operation with relevant related parties in 2022. In order to improve operation efficiency and ensure the standardized operation of the company, according to the stock listing rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions and other relevant provisions, The daily related party transactions between the company and major related parties in 2022 are predicted. For details, see China National Software And Service Company Limited(600536) announcement on the prediction of daily related party transactions in 2022.
The independent directors of the company, Mr. Cui Jin, Mr. Jing Jiwu and Mr. Chen Shangyi, approved and expressed their independent opinions in advance. The audit committee of the company deliberated and approved the proposal on connected transactions and issued written opinions. This proposal has been deliberated and adopted at the 38th meeting of the 7th board of directors of the company. It is hereby submitted to all shareholders for deliberation. The related shareholders China Electronics Co., Ltd. and China Electronics Citic Securities Company Limited(600030) - 19 CEC EB guarantee and trust property account will avoid voting.
China National Software And Service Company Limited(600536) board of directors March 21, 2022
Securities code: China National Software And Service Company Limited(600536) securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022012 China National Software And Service Company Limited(600536)
Announcement on the forecast of daily connected transactions in 2022
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.
Important content tips:
The daily related party transactions are expected to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The daily related party transactions of the company are necessary for the normal production and operation of the company. The pricing is fair and the settlement time and method are reasonable, without damaging the interests of the company and minority shareholders. The cooperative related parties selected by the company have good business reputation and financial status, which can reduce the operation risk of the company and is conducive to the continuous development of the company's normal business. They account for a relatively small proportion in similar transactions. The company's main business will not form dependence on related parties and will not affect the independence of the company.
After the company's proposal on the prediction of daily related party transactions in 2022 is approved by the board of directors and the general meeting of shareholders, the company (including subsidiaries) will sign specific daily related party transaction contracts with relevant related parties according to the specific conditions of operation.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 3, 2022, the company held the 38th meeting of the 7th board of directors to review the proposal on the prediction of daily connected transactions in 2022. The connected directors Mr. Chen Ximing, Mr. Zhao Guiwu, Mr. Fu Xingbin and Mr. Sun Yingxin avoided voting in accordance with relevant regulations, and other non connected directors unanimously agreed and adopted the proposal. This connected transaction needs to be approved by the general meeting of shareholders of the company, and the connected shareholders will avoid voting.
All three independent directors of the company approved the related party transaction in advance and expressed independent opinions: "The company's daily connected transactions in 2022 are fair, just and open, which is conducive to the continuous development of the company's normal business; the transaction price is based on the market price, follows the principle of fair and reasonable pricing, and no damage to the interests of the company and non connected shareholders is found; when the board of directors deliberated the proposal, the connected directors avoided voting according to relevant regulations, which is in line with relevant laws and regulations The provisions of the articles of association. "
In 2022, the Audit Committee issued a written opinion on the related party transaction, which is conducive to the company's normal business and fair price, and whether it is found that the related party transaction in 2022 is conducive to the company's normal business and fair price
(II) prediction and implementation of the previous daily connected transactions (Unaudited)
Category of difference between the estimated amount in 2021 and the actual amount in 2021 (10000 yuan) (10000 yuan) Reasons for large differences
China Electronic Information Industry Group Co., Ltd. and its subsidiaries 400 China International Marine Containers (Group) Co.Ltd(000039) 00512
Including: Anhui Great Wall System Technology Co., Ltd. 174.28
Beijing Great Wall System Technology Co., Ltd. 270.06
Guangdong Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) Development Co., Ltd. 123.77
Hunan Great Wall Computer System Co., Ltd
Hunan Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) Information Co., Ltd. 662537
Maipu Communication Technology Co., Ltd. 474.61
Nanjing Zhongdian panda home appliance Co., Ltd. 23.68
Shanxi Great Wall Computer System Co., Ltd
Shenzhen CLP great wall energy Co., Ltd. 16.78
Shenzhen CLP Great Wall Information Security System Co., Ltd. 200.03
Purchase Tianjin Great Wall Computer System Co., Ltd. 148086
(including wensihai huizhike Technology Co., Ltd. 557.01)
Accepted by Xinjiang Great Wall Computer System Co., Ltd. 665.31-
Lao Changcheng Information Co., Ltd. 20.83
451.49 Zhejiang Great Wall Computer System Co., Ltd
CLP (Hainan) Joint Innovation Research Institute Co., Ltd. 943.40
CLP exhibition and Information Communication Co., Ltd. 2.83
CLP Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) Co., Ltd. 1355160
CLP Great Wall Shengfan Information System Co., Ltd. 142793
CLP Great Wall Internet Security Technology Research Institute (Beijing) Co., Ltd. 206.70
CLP Great Wall Internet system application Co., Ltd. 450.57
China Electronics Industry Development Co., Ltd. 2.94
China electronic system technology
