Securities code: 000851 securities abbreviation: Gohigh Data Networks Technology Co.Ltd(000851) Announcement No.: 2022-004 Gohigh Data Networks Technology Co.Ltd(000851)
Announcement on resolutions of the 19th meeting of the ninth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Explanatory item refers to the explanatory content
Telecommunications Science and Technology Research Institute Co., Ltd. refers to the Telecommunications Research Institute
Beijing Datang Gaohong data network technology Co., Ltd
Datang Gaohong Information Technology Co., Ltd. refers to Gaohong Information Technology Co., Ltd
Datang Internet technology (Wuhan) Co., Ltd. refers to Wuhan integration
Datang fusion (Harbin) Ecological Environment Technology Co., Ltd. refers to Harbin fusion
Datang Zhilian Technology (Hangzhou) Co., Ltd. refers to Hangzhou integration
Datang convergence Communication Co., Ltd. refers to Datang convergence
Datang fusion IOT technology Wuxi Co., Ltd
Jiangsu Gaohong Dingheng Information Technology Co., Ltd. refers to Gaohong Dingheng
Jiangsu gaohongdingyuan Information Technology Co., Ltd
Datang Telecom Group Finance Co., Ltd. refers to the finance company
Institute of data communication science and technology
According to the articles of association, Gohigh Data Networks Technology Co.Ltd(000851) the 19th meeting of the ninth board of directors issued a meeting notice on January 7, 2022 and was held by means of communication voting on January 12, 2022. The meeting was presided over by Mr. Fu Jinglin, chairman of the company. There were 9 directors and 9 actual directors. The number of people and procedures attending the meeting comply with the provisions of the company law and the articles of association, and the meeting is legal and valid.
The time, place and manner of the meeting shall comply with relevant laws, regulations, rules and the articles of association.
After careful consideration by the directors attending the meeting, the following resolutions are adopted:
1、 The proposal on the prediction of comprehensive credit line applied by the company and its subsidiaries in 2022 was deliberated and adopted
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
It is agreed that the company and its subsidiaries intend to apply for comprehensive credit from commercial banks in 2022, and the line is expected to be no more than 500 million yuan.
Submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 The proposal on the company's guarantee to its subsidiaries and the estimation of mutual insurance amount between its subsidiaries in 2022 was deliberated and adopted
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
It is agreed that the company's guarantee for its subsidiaries Gaohong data, Gaohong information, Wuhan integration, Harbin integration, Datang integration, Wuxi integration, Hangzhou integration, Gaohong Dingheng, Gaohong Dingyuan and mutual insurance between its subsidiaries in 2022 are expected to not exceed RMB 3.515 billion.
The general meeting of shareholders is requested to authorize the company's operation and management to be responsible for organizing the implementation and signing relevant contracts and sub authorization documents within the above guarantee limit, and authorize the company's operation and management to appropriately adjust each subsidiary (including subsidiaries newly established or included in the consolidation scope within the authorization period) within the expected external guarantee limit according to the actual business needs And authorize relevant personnel to go through relevant guarantee procedures, including signing relevant documents, arranging loan and guarantee subjects according to specific conditions within the authorized amount, selecting financial institutions, etc. The authorization period shall be one year from the date of adoption by the general meeting of shareholders. For the credit guarantee exceeding the above limit, the company will consider and make a resolution separately in accordance with relevant regulations.
The guarantee amount can be adjusted between subsidiaries, but when the adjustment occurs, the guarantee amount can only be obtained from the guarantee object with an asset liability ratio of more than 70%.
Submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details, please refer to cninfo.com.cn Announcement on the forecast of credit guarantee line in 2022.
3、 The proposal on the company providing guarantee for the commercial credit line applied by its subsidiaries to suppliers was deliberated and adopted
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
It is agreed that the company will provide a guarantee of no more than 1 billion yuan in total for the comprehensive commercial credit line applied by its subsidiaries Gao Hongding Hengyuan and Gao hongdingyuan to the suppliers ASUS computer (Shanghai) Co., Ltd. and ASUS computer (Chongqing) Co., Ltd., with a term of no more than one year.
Considering that the specific debtor may be adjusted when signing the agreement, under the condition of keeping the total amount unchanged, the general meeting of shareholders shall apply for authorization to the board of directors to make specific changes. Meanwhile, on the premise that the general meeting of shareholders approves the authorization, the management is authorized to sign the relevant guarantee agreement.
Submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details, please refer to cninfo.com.cn Announcement on external guarantee.
4、 The proposal on the company and its subsidiaries renting real estate from related parties as office space was deliberated and adopted
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes
The proposal involves related party transactions, and Mr. Fu Jinglin, a related director, avoids voting.
It is agreed that the company and its subsidiaries rent the eighth floor of neiyan and the 11th floor of scientific research complex building, No. 40, Xueyuan Road, Haidian District, Beijing as office space from the related party Telecom Research Institute and its subordinate data Institute, with a total lease area of 3494.2 square meters, a lease term of one year and a total rent of 4068932.40 yuan (excluding property management and energy costs).
Independent directors express the following independent opinions:
It is the normal business activity of the company and its subsidiaries to rent the real estate of the related party shareholder Telecom Science and Technology Research Institute Co., Ltd. and its subsidiaries as office space, which is conducive to the normal development of various daily businesses of the company.
This transaction follows the principles of fairness, impartiality and openness, and is conducted according to the fair market price. There is no situation that damages the interests of minority shareholders of the listed company, nor will it affect the independence of the listed company.
The procedures for the board of directors to convene and convene the deliberation of the related party transaction proposal comply with the provisions of relevant laws, regulations and the articles of association. The related directors avoided voting according to law when voting on the related party transaction, and other non related directors deliberated and adopted the proposal.
For details, please refer to cninfo.com.cn Announcement on connected transactions.
5、 Deliberated and passed the proposal on Amending the articles of Association
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
Agree to amend articles 61 and 74 of the articles of association.
Submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details, please refer to cninfo.com.cn Announcement on Amending the articles of association of the company.
6、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 and consider the following proposals:
Consent: 9 votes; Against: 0 votes; Abstention: 0 votes
1. Proposal on the prediction of comprehensive credit line applied by the company and its subsidiaries in 2022
2. Proposal on the company's guarantee to subsidiaries and the estimation of mutual insurance amount between subsidiaries in 2022 3 Proposal on the company providing guarantee for the commercial credit line applied by its subsidiaries to suppliers 4 Proposal on Amending the articles of Association
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022. It is hereby announced.
Gohigh Data Networks Technology Co.Ltd(000851) board of directors January 12, 2022
