China Greatwall Technology Group Co.Ltd(000066) independent director
About the 81st meeting of the 7th board of directors
Independent opinions on related party transactions
As an independent director of China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company” or “listed company”), in accordance with the rules for independent directors of listed companies, the standards for corporate governance of listed companies, the China Greatwall Technology Group Co.Ltd(000066) articles of association, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, we are responsible to the company, all shareholders and investors, At the 81st meeting of the 7th board of directors of the company, the proposal on signing property management service contract and related party transaction with CLP property, the proposal on transferring 30% equity of CLP Xinghe to the related party CLP Co., Ltd. and related party transaction, and the proposal on renting houses and related party transaction to the related party CLP Zhike were considered The relevant materials of the proposal on participating in the investment and establishment of China electronic information innovation industry limited partnership and related party transactions have been fully reviewed, and the prior approval and independent opinions were issued on April 4, 2022 and April 5, 2022 respectively as follows: 1. The prior approval and independent opinions on the signing of property management service contract and related party transactions with CLP property
Our independent directors have carefully reviewed the related party transactions in advance, and believe that the related party transactions formed by the company’s public bidding comply with the principles of open, fair and just market, which is a normal business behavior, and agree to submit the matter to the seventh board of directors of the company for deliberation.
Our independent directors expressed their independent opinions on the above matters considered by the 7th 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, and 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.
2. Independent opinions on the transfer of 30% equity of CLP Xinghe to the related party CLP Co., Ltd. and related party transactions
The transaction price of this equity transfer is determined through negotiation based on the evaluation results of the third-party intermediary. The transaction price is reasonable and does not harm the legitimate interests of the company and all shareholders; When the seventh board of directors of the company considered the related party transaction, the related 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. 3. Independent opinions on the rental of houses and related party transactions to the related party Zhongdian Zhike
This related party transaction can make use of the company’s existing real estate resources and bring certain benefits to the company. The lease price is based on the surrounding market price, and the transaction should be fair. We agree with the relevant report submitted by the company’s management team on renting houses and related party transactions to the related Party China Power Intelligent Technology Co., Ltd. (hereinafter referred to as “China Power Intelligent Technology”), It is agreed that CLP Zhike Leasing Co., Ltd. is located on the 5th floor of building a, future science and Technology City, Beiqijia Town, Changping District, Beijing (with an area of 4445 ㎡).
When the seventh board of directors of the company deliberated on the related party transaction, the related directors avoided voting. The voting procedures of the board of directors complied 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, and did not harm the interests of the company and other shareholders, especially small and medium-sized shareholders.
4. Prior approval and independent opinions on participating in the investment and establishment of China electronic information innovation industry limited partnership and related party transactions
(1) Prior approval opinions of independent directors
After review, we believe that the joint investment between the company and related parties complies with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, conforms to the company’s development strategy, follows the principle of fairness and reasonableness, will not have an adverse impact on the company’s production and operation, and will not damage the interests of the company’s shareholders, especially the minority shareholders. Therefore, we agree to submit this proposal to the 81st meeting of the 7th board of directors of the company for deliberation. When the board of Directors considers this matter, the related directors need to avoid voting.
(2) Independent opinions of independent directors
After review, we believe that the company’s joint investment with related parties is in line with the company’s long-term development strategy, the decision-making procedures and relevant contents are in line with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 – transactions and related party transactions and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, The affiliated directors of the company withdrew during the voting. This connected transaction follows the principles of voluntariness, equality and fairness. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the normal operation and business development of the company. Therefore, we agree to this connected transaction and submit this proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
China Greatwall Technology Group Co.Ltd(000066) independent directors: Li Guomin, Dong Peiwu, Qiu Hongsheng
