Securities code: China Greatwall Technology Group Co.Ltd(000066) securities abbreviation: China Greatwall Technology Group Co.Ltd(000066) Announcement No.: 2022018 China Greatwall Technology Group Co.Ltd(000066)
Announcement of resolutions of the 81st meeting of the 7th board of directors
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company”) the notice of the 81st meeting of the seventh board of directors was sent by e-mail on March 30, 2022. The meeting was held by live / video in the conference room on the 16th floor of Beijing Great Wall Building on April 5, 2022. There were nine Directors who should attend the meeting and eight directors who attended the meeting in person. Mr. LV Baoli, the director, entrusted Mr. Chen KUANYI to vote on his behalf; All supervisors attended the meeting as nonvoting delegates, which complied with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following proposals:
1、 Proposal on using raised funds to replace self raised funds invested in raised investment projects in advance (for details, see announcement on using raised funds to replace self raised funds invested in raised investment projects in advance, Announcement No. 2022020 of the same day)
In order to ensure the smooth implementation of the project construction with raised funds, timely grasp the market opportunities, accelerate the construction of the project with raised funds, expand the business scale and improve the economic benefits, the company will use the self raised funds for investment before the raised funds are in place. The company plans to use the raised funds of about 7502134 million yuan to replace the self raised funds that have been invested in the investment projects with the raised funds in advance.
The above matters have been agreed by the independent directors, and the relevant opinions are published on cninfo.com on the same day http://www.cn.info.com.cn. Relevant contents of.
Review results: 9 votes, 9 in favor, 0 against and 0 abstention. It was adopted by vote. 2、 Proposal on adjusting the list of persons and the number of options granted to the incentive objects for the first time in the second phase of the stock option incentive plan (for details, see Announcement No. 2022021 on the same day on adjusting the list of persons and the number of options granted to the incentive objects for the first time in the second phase of the stock option incentive plan)
Due to the resignation of 44 incentive objects, the retirement of one incentive object and the death of one incentive object, the above-mentioned personnel are determined to be no longer suitable to be incentive objects. The company plans to grant the second phase of stock option incentive plan for the first time
China Greatwall Technology Group Co.Ltd(000066) Announcement No. 2022018
The number and share of incentive objects were adjusted. A total of 46 incentive objects were cancelled and 4599000 stock options were granted. After adjustment, the number of incentive objects granted for the first time in the second phase of the company’s stock option incentive plan was adjusted from 817 to 771, and the total number of stock options granted for the first time by the company was adjusted from 105190000 to 100591000.
The above adjustment matters are handled by the board of directors authorized by the seventh extraordinary general meeting of shareholders of the company in 2020, and do not need to be submitted to the general meeting of shareholders for deliberation.
Deliberation results: there were 9 votes, 7 in favor, 0 against, 0 abstention and 2 avoidance votes. Mr. Xu Jiantang, the director and President of the incentive object of the company’s phase II stock option incentive plan, and Mr. Guo Hanbing, the director, avoided the vote as the related directors of the proposal and passed the vote.
3、 Proposal on signing property management service contract and related party transactions with CLP property (see announcement on related party transactions due to public bidding No. 2022022 on the same day for details)
On October 12, 2021, the company issued the bidding announcement for the property management service project of CLP Great Wall Building and Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) building on the China public service platform for bidding, and conducted public bidding for the property management services of CLP Great Wall Building and Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) building. After performing the corresponding qualification examination, review, publicity, contract negotiation and other procedures, it is determined that the bid winner is Shenzhen CLP Property Management Co., Ltd. (hereinafter referred to as “CLP property”). After negotiation, the company plans to sign the property management service contract of CLP Great Wall Building and Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) building project with the related party CLP property. The service period is three years and the upper limit of property management fee is 855181 million yuan.
Review results: 9 votes, 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The related directors, Mr. Xie Qinglin, Mr. Xu Jiantang, Mr. Chen KUANYI, Mr. Guo Hanbing, Ms. Kong Xueping and Mr. LV Baoli, avoided voting and passed the vote.
The above matters have been approved by the independent directors in advance. The opinions of the independent directors of the company are published on cninfo.com on the same day http://www.cn.info.com.cn. Relevant contents of.
4、 Proposal on the transfer of 30% equity of CLP Xinghe and related party transactions to the related party CLP Co., Ltd
Based on the needs of the company’s strategic planning and the liquidation of inefficient assets, Changsha Zhongdian Software Park Co., Ltd. (hereinafter referred to as “Zhongdian Software Park”, a holding subsidiary of China Greatwall Technology Group Co.Ltd(000066) intends to transfer 30% of the equity of Hunan Zhongdian Xinghe Electronics Co., Ltd. (hereinafter referred to as “Zhongdian Xinghe”) to the related party China Electronics Co., Ltd. (hereinafter referred to as “Zhongdian Xinghe”) and sign the share transfer agreement. According to the assets appraisal report issued by Zhongjing Minxin (Beijing) Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the total equity value of Zhongdian Xinghe is RMB -1700. On this basis, after friendly negotiation, CLP software park plans to use non-public
China Greatwall Technology Group Co.Ltd(000066) Announcement No. 2022018
The 30% equity of CLP Xinghe will be transferred to CLP Co., Ltd. by means of agreement transfer, and the corresponding transfer price is about 0.3 yuan. If the transfer is successfully completed, CLP software park will no longer hold the equity of CLP Xinghe.
Review results: 9 votes, 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The related directors, Mr. Xie Qinglin, Mr. Xu Jiantang, Mr. Chen KUANYI, Mr. Guo Hanbing, Ms. Kong Xueping and Mr. LV Baoli, avoided voting and passed the vote.
The above matters have been agreed by the independent directors, and the relevant opinions are published on cninfo.com on the same day http://www.cn.info.com.cn. Relevant contents of.
5、 Proposal on renting houses and related party transactions from CEC smart
In order to reduce the vacant area of the company’s Beijing future city and bring stable income to the company, combined with the positioning of Beijing future city park, the company has negotiated with CLP Intelligent Technology Co., Ltd. (hereinafter referred to as “CLP intelligent technology”) for many times. Both parties intend to sign the house lease contract on the lease of some floors of building a, future science and Technology City, Beiqijia Town, Changping District, Beijing.
CLP Zhike plans to lease the 5th floor of building a, future science and Technology City, Beiqijia Town, Changping District, Beijing for a term of 3 years, with a total contract amount of about 138447 million yuan (excluding property management fee and energy fee).
Review results: 9 votes, 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The related directors, Mr. Xie Qinglin, Mr. Xu Jiantang, Mr. Chen KUANYI, Mr. Guo Hanbing, Ms. Kong Xueping and Mr. LV Baoli, avoided voting and passed the vote.
The above matters have been agreed by the independent directors, and the relevant opinions are published on cninfo.com on the same day http://www.cn.info.com.cn. Relevant contents of.
6、 Proposal on participating in the investment and establishment of China electronic information innovation industry limited partnership and related party transactions (see announcement on participating in the investment and establishment of China electronic information innovation industry limited partnership and related party transactions No. 2022023 on the same day for details)
China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as ” China Greatwall Technology Group Co.Ltd(000066) ” or “the company”) plans to invest 800 million yuan, and China National Software And Service Company Limited(600536) (hereinafter referred to as ” China National Software And Service Company Limited(600536) “), Qilin Software Co., Ltd. (hereinafter referred to as “Qilin software”), Huada Semiconductor Co., Ltd. (hereinafter referred to as “Huada semiconductor”), China Zhongdian International Information Service Co., Ltd. (hereinafter referred to as “Zhongdian information”) Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as “SHENSANGDA”), Feiteng Information Technology Co., Ltd. (hereinafter referred to as “Feiteng”), Nanjing Zhongdian panda Information Industry Group Co., Ltd. (hereinafter referred to as “Zhongdian Panda”), China Electronics Industry Engineering Co., Ltd. (hereinafter referred to as “Zhongdian Yilian”), Zhongdian Jinxin Digital Technology Co., Ltd
China Greatwall Technology Group Co.Ltd(000066) Announcement No. 2022018
Group Co., Ltd. (hereinafter referred to as “CLP Jinxin”), China Ruida Investment Development Group Co., Ltd. (hereinafter referred to as “Ruida group”), China Zhenhua Electronics Group Co., Ltd. (hereinafter referred to as “China Zhenhua”), Chengdu Rainbow Appliance(Group) Shares Co.Ltd(003023) Co., Ltd. (hereinafter referred to as ” Chengdu Rainbow Appliance(Group) Shares Co.Ltd(003023) “), the Sixth Research Institute of China Electronic Information Industry Group Co., Ltd. (hereinafter referred to as “the sixth Institute of Electronics”) China Power Financial Investment Holding Co., Ltd. (hereinafter referred to as “China power financial investment”) jointly establishes China Electronic Information Innovation Industry Co., Ltd. (tentative name, hereinafter referred to as “China Telecom innovation” or “enterprise”) and plans to sign relevant agreements.
Review results: 9 votes, 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The related directors, Mr. Xie Qinglin, Mr. Xu Jiantang, Mr. Chen KUANYI, Mr. Guo Hanbing, Ms. Kong Xueping and Mr. LV Baoli, avoided voting and passed the vote.
The above matters have been approved by the independent directors in advance. The opinions of the independent directors of the company are published on cninfo.com on the same day http://www.cn.info.com.cn. Relevant contents of.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7、 Proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022 (see the notice on convening the first extraordinary general meeting of shareholders in 2022 No. 2022024 on the same day for details)
Review results: 9 votes, 9 in favor, 0 against and 0 abstention. It was adopted by vote.
It is hereby announced
China Greatwall Technology Group Co.Ltd(000066) board of directors
April 6, 2002
