China Greatwall Technology Group Co.Ltd(000066) : independent director's independent opinion on signing Shenzhen house lease contract and related party transaction with China Electronic Information Industry Group Co., Ltd

China Greatwall Technology Group Co.Ltd(000066) independent director

About cooperation with related party China Electronic Information Industry Group Co., Ltd

Independent opinions on signing Shenzhen housing lease contract and 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 governance standards of listed companies, the articles of association of China Greatwall Technology Group Co.Ltd(000066) , the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, we are responsible to the company, all shareholders and investors, The company fully reviewed the relevant materials of the proposal on leasing houses to related parties and related party transactions considered at the 76th meeting of the 7th board of directors, and issued the following prior approval opinions and independent opinions on January 14, 2022 and January 15, 2022 respectively:

1. Prior approval opinion

This connected transaction can make full use of the company's existing real estate resources and supporting facilities, and can bring certain benefits to the company. Moreover, the lease price is based on the surrounding market price. The transaction should be fair and will not damage the interests of the company and shareholders. It is agreed to submit the matter to the 7th board of directors of the company for deliberation.

2. Independent opinion

In order to make full use of the company's existing real estate resources and supporting facilities, and the lease price is based on the surrounding market price, we agree to the relevant report submitted by the company's management team on the lease of houses and related transactions to the related party China Electronic Information Industry Group Co., Ltd, It is agreed that China Electronic leasing company is located in the 27th to 39th floors (with an area of 24718.14 square meters) of the South Tower (block a) of CLP great wall building, Nanshan District, Shenzhen and part of the second floor of the podium building (with an area of 3187.00 square meters).

When the 7th board of directors of the company considered the related party transaction, the related directors avoided voting. 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 and the relevant provisions of the articles of association, and did not damage the interests of the company and other shareholders, especially small and medium-sized shareholders.

China Greatwall Technology Group Co.Ltd(000066) independent directors: Li Guomin, Dong Peiwu, Qiu Hongsheng

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