Securities code: 300520 securities abbreviation: Guochuang Software Co.Ltd(300520) Announcement No.: 2022-02 Guochuang Software Co.Ltd(300520)
Announcement on resolutions of the 28th meeting of the 3rd board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Guochuang Software Co.Ltd(300520) (hereinafter referred to as "the company") sent the notice of the 28th meeting of the third board of directors by telephone and e-mail on January 4, 2022, and held it in the conference room on the third floor of the company's office building by means of on-site and communication voting on January 9, 2022. 9 directors should attend the meeting, and 9 actually attended the meeting, The meeting complies with the company law of the people's Republic of China and the articles of association. The meeting was presided over by Mr. Dong Yongdong, chairman of the company, and the following resolutions were considered and adopted:
1、 The proposal on signing the investment agreement for the construction project of R & D and production integration base of intelligent network connection and intelligent energy system was reviewed and approved
In order to implement the company's "dual intelligence" development strategy of "intelligent Internet connection + intelligent energy" and explore a new development situation of the company, the company signed the investment agreement for the construction of integrated base for R & D and production of intelligent Internet connection and intelligent energy system (hereinafter referred to as the agreement) with effective conditions with the people's Government of Jin\'an District, Lu\'an City on January 9, 2022, The company plans to invest in the construction project of integrated R & D and production base of intelligent network connection and intelligent energy system in Jin\'an District, Lu\'an City, Anhui Province (hereinafter referred to as the "project"). The total investment of the project is planned to be about 5 billion yuan, which will be implemented in three phases. The investment of phase I project is about 1.5 billion yuan, which can form an annual 3gwh power / energy storage battery capacity supporting intelligent network connection and intelligent energy system after it is completed; The specific investment plan of phase II and phase III projects shall be subject to the separate deliberation and approval of the company's authorized decision-making body according to the business needs.
According to the arrangement of the agreement, it is proposed that the investment platform under the people's Government of Jin'an District of Lu'an City, the company and its management team will jointly invest to establish the project company as the implementation subject of phase I project. The registered capital of the project company is 1 billion yuan, of which the company subscribed 650 million yuan, with a shareholding ratio of 65%, and is the controlling shareholder of the project company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the general meeting of shareholders shall authorize the board of directors of the company to handle matters related to this investment.
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for the announcement on signing the investment agreement for the construction project of R & D and production integration base of intelligent Internet connection and intelligent energy system and the relevant opinions issued by the independent directors and the board of supervisors.
2、 The proposal on changing the business scope of the company was deliberated and adopted
In view of the business development needs of the company, the board of directors agreed to add "class I value-added telecom business" to the original business scope, and restate the original business scope according to the requirements of Anhui market supervision and administration department and in combination with the actual business situation of the company. The changed business scope is: software development; Network and information security software development; Software sales; Information system integration service; Computer system services; Big data service; Information system operation and maintenance services; Artificial intelligence theory and algorithm software development; Basic software development of artificial intelligence; Basic resources and technology platform of artificial intelligence; Development of artificial intelligence application software; Application system integration services in artificial intelligence industry; AI hardware sales; 5g communication technology service; Industrial Internet data service; Cloud computing equipment technology services; Sales of cloud computing equipment; Research and development of Internet of things technology; Internet of things technical services; Internet of things application services; Internet of things equipment sales; Blockchain technology related software and services; Data processing and storage support services; Information technology consulting services; Software outsourcing services; Network technology services; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Internet data services; Internet equipment sales; Energy storage technology services; Battery manufacturing; Battery sales; Sales of electric accessories of new energy vehicles; Sales of new energy vehicle power exchange facilities; Research and development of auto parts; Manufacturing of auto parts and accessories; Intelligent control system integration; Building intelligent system design; Intelligent building construction; Engineering and technical research and test development; Class I value-added telecommunications services; The second category of value-added telecommunications services; Wholesale of publications; Internet sales of publications; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Voting results: 9 in favor, 0 against and 0 abstention.
The final change shall be subject to the approval of the industrial and commercial registration authority, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 3、 Deliberated and passed the proposal on Amending the articles of Association
Due to the increase of business scope; Meanwhile, in accordance with the relevant provisions of the securities law of the people's Republic of China and in combination with the actual situation of the company, the board of directors agreed to amend the relevant provisions of the articles of association, as follows:
Before and after revision
Article 13 business scope of the company: software development and system Article 13 business scope of the company: software development; Network integration, cloud computing, big data R & D and services; Computer software and information security software development; Software sales; R & D, production, sales and related technical services of information system hardware; Integration services; Computer system services; Big data service; R & D and transfer of electronic information and other new technologies and operation and maintenance services of product information system; Artificial intelligence theory and computer production and sales; Software development and intelligent control of building safety; Basic software development of artificial intelligence; Basic resources and technology platforms for artificial buildings, intelligent transportation, highway transportation electromechanical engineering and building intelligence; Design and construction of artificial intelligence application soft energy engineering; Development of technical parts related to intelligent vehicles; Application system integration services in artificial intelligence industry; Technology and product R & D, production, sales and operation services; Mutual AI hardware sales; 5g communication technology service; Industrial networking technology services; Mutual Internet data services in the first type of value-added telecommunications services; Cloud computing equipment technology services; Cloud networking access service business, sales of computing equipment in class II value-added telecom services; Research and development of Internet of things technology; China call center business and information service (Internet of things service only; Internet of things application service; Internet of things equipment sales; Internet of things information service) business of Internet of things technology; Batch blockchain technology related software and services for books and electronic publications; Data processing, storage, distribution and retail; Information engineering consulting, supervision, training and service storage support services; Information technology consulting services; Software outsourcing. Wholesale of the above products. (for services subject to approval according to law; network technical services; computer software, hardware and auxiliary projects, business activities can be carried out only after approval by relevant departments). Equipment wholesale; Retail of computer software, hardware and auxiliary equipment; Internet data services; Internet equipment sales; Energy storage technology services; Battery manufacturing; Battery sales; Sales of electric accessories of new energy vehicles; Sales of new energy vehicle power exchange facilities; Research and development of auto parts; Manufacturing of auto parts and accessories; Intelligent control system integration; Building intelligent system design; Intelligent building construction; Engineering and technical research and test development; Class I value-added telecommunications services; The second category of value-added telecommunications services; Wholesale of publications; Internet sales of publications; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Article 78 shareholders (including shareholders' agents) shall exercise their voting rights with the number of voting shares they represent, and each representative shall exercise his voting rights with the number of voting shares, and each share shall have one vote. One share has one vote.
When the general meeting of shareholders deliberates important matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. In case of major events, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed to the public in a timely manner. The results of separate vote counting shall be disclosed to the public in a timely manner.
The shares of the company held by the company have no voting rights, and the shares of the company held by the company have no voting rights, and this part of the shares are not included in the shares with voting rights attending the general meeting of shareholders, and this part of the shares are not included in the shares with voting rights attending the general meeting of shareholders
Total number of shares. Total number of shares.
The board of directors, independent directors, the board of directors holding more than 1% of the voting shares, independent directors, shareholders holding more than 1% of the voting shares and other subjects may act as collectors, shareholders with discretionary shares, or entrust securities companies and securities service institutions in accordance with laws, administrative regulations, The investment protection institution that publicly requests the establishment of the securities regulatory authority under the State Council to entrust its shareholders to attend the general meeting of shareholders and act on its behalf may, as a soliciter, exercise or entrust shareholders' rights such as proposal right and voting right. Where a securities company or securities service institution is entrusted to publicly request shareholders to solicit shareholders' rights in accordance with the provisions of the preceding paragraph, the soliciter entrusts it to attend the shareholders' meeting and exercise the proposal on its behalf. The solicitation documents shall be disclosed, and the company shall cooperate. Shareholders' rights such as voting rights and voting rights.
It is prohibited to publicly collect shareholders' rights by means of compensation or compensation in disguised form. If shareholders' rights are collected in accordance with the provisions of the preceding paragraph, the collectors shall collect shareholders' rights. The solicitation documents shall be disclosed, and the company shall cooperate. The public solicitation of shareholders' rights violates the prohibition of laws and administrative regulations to publicly solicit shareholders' rights with compensation or in a disguised form, or the relevant provisions of the CSRC, resulting in the company or its shareholders' rights.
Shareholders who suffer losses shall be liable for compensation according to law. If the public solicitation of shareholders' rights violates laws, administrative regulations or relevant provisions of the CSRC, resulting in losses to the company or its shareholders, it shall be liable for compensation according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. At the same time, it is requested that the general meeting of shareholders authorize the board of directors of the company to handle matters related to industrial and commercial change registration. The final amendment shall be subject to the change approved by the industrial and commercial registration authority.
Voting results: 9 in favor, 0 against and 0 abstention.
For the revised articles of association of kedadaochuang Software Co., Ltd., see http://www.cn.info.com.cn.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on January 26, 2022 to review and approve the relevant proposals to be submitted to the general meeting of shareholders for consideration.
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details of the notice on convening the first extraordinary general meeting of shareholders in 2022.
It is hereby announced.
Guochuang Software Co.Ltd(300520) board of directors January 10, 2022
