Securities code: China Greatwall Technology Group Co.Ltd(000066) securities abbreviation: China Greatwall Technology Group Co.Ltd(000066) Announcement No.: 2022022 China Greatwall Technology Group Co.Ltd(000066)
Announcement on related party transactions due to public bidding
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.
1、 Overview of related party transactions
1. China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company”) issued the bidding announcement for the property management service projects of CLP Great Wall Building and Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) building on October 12, 2021 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.
2. Since the actual controllers of the company and CLP property are China Electronic Information Industry Group Co., Ltd., this transaction constitutes a connected transaction in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. 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, and does not need to be deliberated by the general meeting of shareholders of the company.
2、 Basic information of related parties
(I) basic information
1. Company name: Shenzhen Zhongdian Property Management Co., Ltd
2. Enterprise type: limited liability company (sole proprietorship of legal person)
3. Registered address: A4, floor 30, block C, electronic technology building, No. 2070, Shennan Middle Road, Futian District, Shenzhen. Unified social credit Code: 91440 Suzhou Kingswood Education Technology Co.Ltd(300192) 206424e
5. Legal representative: Wang Zhong
6. Registered capital: 6.12 million yuan
7. Business scope: property management and business consulting; Landscaping works; Environmental cleaning services; On site maintenance of building electromechanical equipment; Real estate brokerage; Own property lease; Sales of daily necessities and China Trade (excluding franchised, controlled and franchised commodities); Technical development of building equipment and facilities, building intelligence, Internet of things technology, building energy-saving products and related technical services, technical consultation and technology transfer; Computer database management; Computer system analysis; Information technology services. Parking lot operation and management; Food and Beverages.
8. Existing equity structure: China CLP International Information Service Co., Ltd. holds 100% of the shares.
9. Affiliated relationship with the company: CLP property is an enterprise under the control of China Electronics, the actual controller of the company. It is an affiliated legal person of the company in accordance with Item 2 of 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
10. Dishonest Executees: according to the company’s inquiry in the catalogue of dishonest Executees on the website of the Supreme People’s court, CLP property is not dishonest Executees.
(II) Business Overview
CLP property has more than 20 years of experience in the management of commercial, office, residential and high-tech industrial parks, and the types of properties managed are rich and complete. Key service projects include Zhuhai Southern Software Park, the “national small and micro enterprise entrepreneurship and innovation demonstration base”, Zhuhai Xiangshan marine science and technology port, the “first unmanned ship science and Technology Industrial Park project in China”, Zhuhai Golf Villa, one of China’s top ten super Mansions “, Zhongdian Difu building, an excellent property management project in Shenzhen, the electronic technology building group of” national excellent property management demonstration building “, Jiangwan mansion, a boutique residential community in Huizhou Dongguan Southern Software Park Songshanhu Park, Foshan Diou building, Huaqiang beidong area property city service project, etc. the management project covers Guangdong, Hong Kong and Macao Dawan District, and the business type covers industrial park, office building, villa, residential community, electronic market, property city project, etc.
(III) financial status
In 2020, the total assets of CLP property were 156113 million yuan, the net assets were 32.473 million yuan, the operating income was 160189 million yuan and the net profit was 8.73 million yuan. In 2021, CLP property had total assets of 141302 million yuan, net assets of 35.311 million yuan, operating income of 175432 million yuan and net profit of 11.196 million yuan.
(IV) performance capability analysis
CLP property has rich experience in project management, and the implementation of management projects is good and has the ability to perform the contract.
3、 Subject matter of related party transactions
The subject matter of this connected transaction is the property management services of the company located in CLP Great Wall Building and Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) building, No. 3, Kefa Road, Nanshan District, Shenzhen. The project contents include: (I) daily maintenance and operation of common properties, common facilities and equipment; (II) public environmental greening services; (III) public sanitation services; (IV) maintenance of public order; (V) daily maintenance and management of elevator; (VI) decoration management services; (VII) management of archives and data such as inspection, transformation, repair, operation, maintenance and operation of property and facilities and equipment; (VIII) archives management of owners and property users; (IX) cooperate with China Greatwall Technology Group Co.Ltd(000066) to hand over water supply, drainage, power supply, gas supply, communication and other franchise facilities to relevant franchise units; (x) cooperate with water supply, drainage, power supply, gas supply, communication and other relevant franchised units to manage, maintain, transform relevant facilities and equipment or set up pipelines; （11） Cooperate with the government, public security, public security, public security, public security, public security, sanitation and other departments in public affairs such as housing construction, sanitation, sanitation, etc; （12） Management of prohibited sexual behavior in property use; （13） Others: assist Party A in meter reading, bill delivery, statistical analysis and other related work of water, electricity, gas, air conditioning and other fees collected and paid by Party A; （14） Other property services entrusted in accordance with the provisions of laws and regulations, the management regulations of the property management area and the decisions of the owners’ assembly. 4、 Pricing policy and basis
This related party transaction is conducted by the company through public bidding, and the pricing of related party transactions follows the market principles of openness, fairness, impartiality and scientific merit selection. The project adopts the quota settlement system, and the upper limit of three-year property management fee is 8551806353 yuan; The upper limit of annual property management fee is 2850602118 yuan. During the service period, both parties shall settle within the upper limit of annual property management fee.
5、 Main contents of the contract
(I) contracting parties
1. China Greatwall Technology Group Co.Ltd(000066) (Party A)
2. Shenzhen Zhongdian Property Management Co., Ltd. (Party B)
(II) main contents
1. Property service content
See “item content” of “III. subject matter of related party transactions” in this announcement
2. Property management service period
The contract period is three years from January 1, 2022 to December 31, 2024.
3. Contract amount
The contract adopts the quota settlement system, and the upper limit of three-year property management fee is 8551806353 yuan; The upper limit of annual property management fee is 2850602118 yuan. During the contract period, both parties shall settle within the upper limit of annual property management fee.
4. Expense settlement
All expenditures for property services shall be supervised by China Greatwall Technology Group Co.Ltd(000066) owner’s representative and China Greatwall Technology Group Co.Ltd(000066) full-time accountant. The expenditure process of property services shall be implemented in accordance with the relevant financial systems of project fund payment and expense reimbursement.
The property management fee shall be paid to CLP on the quarterly after the property management fee is submitted to CLP and on the quarterly agreed date before the property management fee of the project is submitted to CLP for review. The annual property management fee includes 242827630 yuan of annual management remuneration. If CLP property fails to submit the payment application on time, China Greatwall Technology Group Co.Ltd(000066) payment time will be postponed accordingly.
5. Property service assessment and evaluation
China Greatwall Technology Group Co.Ltd(000066) conduct monthly and annual assessment on the property service quality of CLP property, and the assessment results will be used as the basis for the evaluation of the property service quality of CLP property, the payment of property management fees and other rewards and punishments; The assessment adopts the hundred mark system. If the monthly inspection and irregular random inspection fail to meet the requirements, the property service quality shall be comprehensively evaluated according to the assessment deduction as the basis for settlement. If the monthly assessment result of CLP property for three months in a year is lower than the agreed standard, it will be deemed as unqualified and China Greatwall Technology Group Co.Ltd(000066) has the right to terminate the contract.
6. Joint regional operation
Without the written consent of China Greatwall Technology Group Co.Ltd(000066) , CLP property shall not carry out business activities in the jointly owned area without authorization. If it carries out business activities without authorization, all operating income of CLP property belongs to China Greatwall Technology Group Co.Ltd(000066) , and CLP property shall bear corresponding liquidated damages.
7. Liability for breach of contract
(1) China Greatwall Technology Group Co.Ltd(000066) liability for breach of contract
If China Greatwall Technology Group Co.Ltd(000066) violates the provisions of this contract, resulting in the failure of CLP property to complete the property service content or the property service content cannot meet the agreed standards, CLP property has the right to ask China Greatwall Technology Group Co.Ltd(000066) to solve it within a time limit; If it fails to solve the problem within the time limit, CLP property can claim liquidated damages from China Greatwall Technology Group Co.Ltd(000066) in accordance with the agreed standards; If losses are caused, CLP property may require China Greatwall Technology Group Co.Ltd(000066) to bear corresponding legal liabilities.
(2) CLP property liability for breach of contract
1) If CLP property violates its obligations under this contract or fails to complete the service contents and standards agreed in this contract, China Greatwall Technology Group Co.Ltd(000066) has the right to require CLP property to make rectification within a reasonable period of time. If CLP property fails to complete the rectification within the time limit, China Greatwall Technology Group Co.Ltd(000066) may claim liquidated damages from CLP property in accordance with the agreed standards. If the breach of CLP property causes losses to the owner, the relevant parties may require CLP property to bear corresponding legal liabilities.
2) If CLP property fails to hand over the owner’s shared funds, materials and articles to China Greatwall Technology Group Co.Ltd(000066) or China Greatwall Technology Group Co.Ltd(000066) designated subject in accordance with laws and regulations, or refuses to leave the property management area, it shall pay liquidated damages to China Greatwall Technology Group Co.Ltd(000066) in accordance with the agreed standards.
3) If the evaluation result of owner satisfaction is three stars or below in that month, CLP property shall rectify immediately.
4) The liquidated damages in this article are the common funds of the owner, which shall be included in the common funds of the owner for unified management, and the defaulting party shall pay directly to the common funds account of the owner.
(3) Responsibility for early termination
Except for the termination of the contract agreed in the contract, neither party shall terminate the contract in advance, otherwise the party without fault may claim liquidated damages from the defaulting party according to the agreed standards; If losses are caused, the party without fault may require it to bear corresponding legal liabilities.
8. Effective conditions
This contract shall come into force after being signed and sealed by the legal representatives or authorized representatives of both parties.
6、 Transaction purpose and impact on the company
This connected transaction strictly follows the evaluation principle of openness, fairness, impartiality and scientific merit. After evaluation, bid opening, publicity and other open and transparent procedures, the pricing is fair and reasonable. The related party transactions formed due to the bidding are normal business activities and do not damage the interests of the company and minority shareholders.
This time, the company carried out property management service projects through public bidding, improved the overall property service management level of the company’s Shenzhen Science and technology park through powerful property service companies, further improved the overall property value of the park, continued to promote the company’s house leasing in the park, and increased the company’s operating income.
7、 Opinions of independent directors
The independent directors of the company carefully reviewed the related party transactions in advance and believed that the related party transactions formed by the company due to public bidding followed the principles of open, fair and just market and were normal business behavior. They agreed to submit the matter to the seventh board of directors of the company for deliberation.
The independent directors of the company expressed their independent opinions on the above matters considered by the seventh board of directors of the company, and believed that the company conducted public bidding for the property management services of CLP Great Wall Building and Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) building, CLP property participated in public bidding, and became the bid winner of the project through bid evaluation, approval, publicity and other procedures. When the seventh board of directors deliberated on this connected transaction, the connected directors avoided voting, and the voting procedures of the board of directors were in line with the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations as well as the relevant provisions of the articles of Association; This connected transaction was formed by public bidding, followed fair prices and conditions, complied with the principles of openness, fairness and impartiality, and did not harm the interests of the company and other shareholders, especially minority shareholders.
8、 Opinions of the company’s sponsor
The sponsor China Securities Co.Ltd(601066) of the company believes that the company has signed the property management service contract of CLP Great Wall Building and Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) building project and related transactions with the related party CLP property, which has been deliberated and approved by the board of directors, the related directors have avoided voting, and the independent directors have issued their independent opinions of prior approval and consent, The examination and approval procedures comply with the requirements of 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, the articles of association and other relevant provisions. The recommendation institution has no objection to this connected transaction.
9、 Various related party transactions with related parties
From the beginning of the year to February 28, 2022, the total amount of various related party transactions between the company and the related person is 0 yuan.
10、 Documents for future reference
1. Relevant resolutions of the board of directors;
2. Opinions of relevant independent directors;
3. Opinions of relevant recommendation institutions;
4. Relevant contracts;
5. Overview of related party transactions of listed companies.
It is hereby announced
China Greatwall Technology Group Co.Ltd(000066) board of directors
April 6, 2002
