China Securities Co.Ltd(601066) about
China Greatwall Technology Group Co.Ltd(000066) participate in the establishment of capital contribution
Verification opinions on limited partnership and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " or "sponsor") as a sponsor of China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as " China Greatwall Technology Group Co.Ltd(000066) " or "company") non-public issuance of a shares, in accordance with the administrative measures for securities issuance and listing sponsor business Relevant provisions, such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, have verified the establishment of joint ventures and related transactions jointly funded by China Greatwall Technology Group Co.Ltd(000066) and other related legal persons. The relevant verification conditions and opinions are as follows:
1、 Overview of related party transactions
1. China Greatwall Technology Group Co.Ltd(000066) 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) "), Kirin Software Co., Ltd. (hereinafter referred to as "Kirin software"), Huada Semiconductor Co., Ltd. (hereinafter referred to as "Huada semiconductor"), China CLP International Information Service Co., Ltd. (hereinafter referred to as "CLP information") and Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as "SHENSANGDA"),and 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 Group Co., Ltd. (hereinafter referred to as "Zhongdian 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.
The total investment scale of China Telecom Chuang is expected to be no less than 4.951 billion yuan, and the general partner is China Education Electronics Co., Ltd. (hereinafter referred to as "China Telecom education"). The way and amount of capital contribution of each partner are as follows:
Partner status contribution proportion contribution amount (100 million yuan) contribution method
CLP education general partner 0.02% 0.01 currency
China Greatwall Technology Group Co.Ltd(000066) LP 16.16% 8 currency
China National Software And Service Company Limited(600536) LP 4.04% 2 currency
Kirin software limited partner 10.10% 5 currency
Partner status contribution proportion contribution amount (100 million yuan) contribution method
CLP information limited partner 10.10% 5 currency
Huada semiconductor limited partner 10.10% 5 currency
Feiteng limited partner 6.06% 3 currency
CLP panda limited partner 6.06% 3 currency
CLP Yilian limited partner 6.06% 3 currency
CLP Jinxin limited partner 4.04% 2 currency
SHENSANGDA limited partner 4.04% 2 currency
Ruida group limited partner 4.04% 2 currency
China Zhenhua limited partner 3.64% 1.8 currency
Chengdu Rainbow Appliance(Group) Shares Co.Ltd(003023) limited partners 3.03% 1.5 currency
Limited partners of China Electronics Sixth Research Institute 2.42% 1.2 currency
CLP Capital Investment Co., Ltd. 10.10% 5 (the final capital contribution shall not be less than 500 million currency)
(yuan)
Total 100.00% 49.51
The partnership agreement reached by the parties to this transaction has not been signed, and there is uncertainty about whether the partnership agreement will take effect. Under the condition that the company's intended capital contribution remains unchanged, if the total size of the fund, the composition of partners, the contribution mode and amount of other partners change due to the adjustment of other parties' investment decisions, the effectiveness of the company's corresponding internal decisions on this transaction will not be affected. The final agreement on the scale of the partnership, the composition of partners, the way and proportion of partners' capital contribution shall be subject to the formal agreement actually signed by all parties. The company will timely perform the obligation of information disclosure according to the progress of the matter.
2. Whereas the actual controllers of the company and CLP education, China National Software And Service Company Limited(600536) , Qilin software, CLP information, Huada semiconductor, CLP panda, CLP Yilian, CLP Jinxin, SHENSANGDA, Ruida group, China Zhenhua, Chengdu Rainbow Appliance(Group) Shares Co.Ltd(003023) , No. 6 Institute of electronics and CLP financial investment are the actual controllers of China Electronic Information Industry Group Co., Ltd. (hereinafter referred to as "China Electronics"); Some directors and supervisors of Feiteng company are connected natural persons of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
3. The above matters have been deliberated and adopted at the 81st meeting of the 7th board of directors of the company on April 5, 2022, with 9 votes, including 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The affiliated directors Mr. Xie Qinglin, Mr. Xu Jiantang, Mr. Chen KUANYI, Mr. Guo Hanbing, Ms. Kong Xueping and Mr. LV Baoli avoided voting. The independent directors of the company carefully reviewed the above-mentioned related party transactions in advance, agreed to submit them to the board of directors for deliberation, and expressed their agreed independent opinions. See the following for details.
4. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. Because the amount of this related party transaction and the accumulated amount of related party transactions in the first 12 months exceed 5% of the company's recently audited net assets attributable to the parent company, it needs to be deliberated by the general meeting of shareholders of the company. The related parties interested in this related party transaction will give up the right to vote on this proposal at the general meeting of shareholders.
2、 Basic information of related parties
(I) CLP Education
1. Basic information
(1) Name of related party: China Education Electronics Co., Ltd
(2) Address: west side, 4th floor, building 1, liusuo building, No. 25, Qinghua East Road, Haidian District, Beijing
(3) Nature of enterprise: limited liability company
(4) Registered address: west side, 4th floor, building 1, liusuo building, No. 25, Qinghua East Road, Haidian District, Beijing
(5) Main office location: west side (6), 4th floor, building 1, liusuo building, No. 25, Qinghua East Road, Haidian District, Beijing legal representative: Kou Xiaoqiang
(7) Registered capital: 50 million yuan
(8) Date of establishment: April 28, 1988
(9) Unified social credit Code: 9111010810 Gepic Energy Development Co.Ltd(000791) 2f
(10) Business scope: research and development of learning machine, microcomputer and external equipment, integrated circuit, electronic network and audio-visual education system, and wholesale and retail of products; Retail and commission sales of electronic products; Import and export business. (11) Actual controller: China Electronics
(12) Situation of dishonest Executees: after inquiry, CLP education is not dishonest Executees
2. Development status of main business in recent three years: it has developed well since its establishment.
3. Main financial data: by the end of 2021, the total assets of CLP education were 448100 yuan.
4. Property right and control relationship: at present, CLP education is a wholly-owned subsidiary of the sixth Institute of electronics, and the actual controller is China Electronics. CLP education is promoting the industrial and commercial change procedure, but it will not change the control relationship of CEC as the actual controller.
5. Relationship with the company: it is under the actual control of China Electronics with the company.
(Ⅱ) China National Software And Service Company Limited(600536)
1. Basic information
(1) Name of related party: China National Software And Service Company Limited(600536)
(2) Address: No. 18, Changsheng Road, Changping District, Beijing
(3) Nature of enterprise: joint stock limited company (listed)
(4) Registered address: No. 18, Changsheng Road, Changping District, Beijing
(5) Main office address: No. 18, Changsheng Road, Changping District, Beijing
(6) Legal representative: Chen Ximing
(7) Registered capital: 494562782 yuan
(8) Unified social credit Code: 9111 Shenzhen Ecobeauty Co.Ltd(000010) 2043722t
(9) Date of establishment: March 1, 1994
(10) Business scope: computer technology development, technology promotion, technology transfer, technical consultation, technical service and technical training; Sales of special products for computer information system security, commercial password products, electronic products and communication equipment; Property management services; Development and sales of computer software, Internet technology and application products, mechatronics products; Computer system services; Data processing; Computer maintenance; Basic software services; Application software services; Entrusted processing and sales of computer hardware, peripheral equipment and instruments; Renting office space; Renting commercial houses; business management; Electromechanical equipment leasing; Import and export of goods; Technology import and export; Acting as import and export agent; Develop and produce commercial password products; Production of communication system equipment and communication terminal equipment; Product design. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(11) Major shareholders: China Electronics Co., Ltd., China Electronics - Citic Securities Company Limited(600030) -19, CEC EB guarantee and trust property account, etc
(12) Actual controller: China Electronics
(13) Situation of dishonest Executees: upon inquiry, China National Software And Service Company Limited(600536) is not dishonest Executees
2. Development status of main business in recent three years: the company has developed well in recent three years
3. Main financial data: as of September 30, 2021, China National Software And Service Company Limited(600536) total assets are 10234035800 yuan and net assets are 2420936600 yuan; From January to September 2021, the operating revenue was 43891652 million yuan. 4. Property right and control relationship
As of September 30, 2021, China National Software And Service Company Limited(600536) top ten shareholders are as follows:
Serial number shareholder name shareholding ratio number of shares (shares)
1 China Electronics Co., Ltd. 29.57% 146227946
2 China Electronics - Citic Securities Company Limited(600030) -19 CLP EB guarantee and trust property 12.13% Shanghai Pudong Development Bank Co.Ltd(600000) 00
special bank account
3 Bai Minli 2.14% 10567223
Serial number shareholder name shareholding ratio number of shares (shares)
4 Hong Kong Central Clearing Company Limited 1.97% 9765643
5 Liu Kang 0.55% 2716510
6 Wu Xia 0.50% 2450900
7 Agricultural Bank Of China Limited(601288) - CSI 500 trading opening 0.31% 1556822
Open end index securities investment fund
8 Huatai Securities Co.Ltd(601688) 0.21% 1,058093
9 China Merchants Bank Co.Ltd(600036) - Boshi CSI central enterprise restructuring 0.20% 986177
Trading open-ended index securities investment fund
