Securities code: 000066 securities abbreviation: China Greatwall Technology Group Co.Ltd(000066) Announcement No.: 2022-005 China Greatwall Technology Group Co.Ltd(000066)
Announcement on house leasing of related parties
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. According to the major strategic deployment requirements of China Electronics Information Industry Group Co., Ltd. (the actual controller of the company, hereinafter referred to as "China Electronics"), after investigation, China Electronics selected the 29th-39th floor of the South Tower of China power great wall building as the office space; Considering the self-supporting needs of CLP great wall building, the company agreed to carry out internal construction and decoration on some floors of the south tower and podium of CLP great wall building after deliberation at the 69th meeting of the 7th board of directors on September 19, 2021. The construction content of the project includes the indoor fine decoration (including intellectualization) of the 27th to 39th floors of the south tower, the construction of the canteen on the second floor, and other work to further optimize the office environment and facilities. The project amount is expected to not exceed RMB 100 million, Meanwhile, the company will pay a total agent construction service fee of RMB 1 million to Shenzhen CLP blue ocean Holdings Co., Ltd. (hereinafter referred to as "CLP blue ocean") at RMB 200000 per month.
After negotiation with China Electronics, the company plans to sign the Shenzhen housing lease contract with the related party China Electronics on the lease of some floors of the south tower and podium building of CLP Great Wall Building in Nanshan District, Shenzhen. The rent adopts the market pricing principle, with a total of about RMB 176580200. The lease contract is briefly described as follows:
Lessee's leased property lease term area contract amount
(M2) (10000 yuan)
CLP Great Wall Building 24718.14 16017.35 27th to 39th floors of South Tower January 1, 2022 to
China Electronics CLP Great Wall Building December 31, 2024 3187.00 1640.67 canteen on the second floor of podium building
Total 27905.14 17658.02
2. Since China Electronics is the actual controller of the company, 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 at the 77th meeting of the 7th board of directors of the company on January 15, 2022
Through, there were 9 votes, including 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The related 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 connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of 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: China Electronic Information Industry Group Co., Ltd
2. Nature of enterprise: limited liability company (solely state-owned)
3. Address: 19 / F, building 1, No. 66, East Beijing Centergate Technologies (Holding) Co.Ltd(000931) Road, Haidian District, Beijing
4. Unified social credit Code: 91110000100010249w
5. Legal representative: Rui Xiaowu
6. Registered capital: RMB 1848225199664
7. Main business: scientific research, development, design, manufacturing and sales of electronic raw materials, electronic components, electronic instruments and meters, complete electronic products, electronic application products and application systems, special electronic equipment, supporting products and software; General contracting and organization management of electronic application system engineering, construction engineering, communication engineering and water treatment engineering; Development, promotion and application of environmental protection and energy-saving technologies; Real estate development and operation; Sales of automobiles, auto parts, hardware and electricity, photographic equipment, building materials, decoration materials and clothing; Undertaking exhibitions; House repair business; Consulting services, technical services and transfer; Maintenance and sales of household appliances. 8. Affiliated relationship with the company: China Electronics is the actual controller of the company and is an affiliated legal person of the company in accordance with Item 1 of 10.1.3 of the stock listing rules of Shenzhen Stock Exchange.
9. Dishonest executee: according to the company's query on the dishonest executee directory on the website of the Supreme People's court, China Electronics is not a dishonest executee.
(II) financial status
In 2020, the total assets were 349.659 billion yuan, the net assets attributable to the parent company was 64.922 billion yuan, the operating income was 247.924 billion yuan, and the net profit attributable to the parent company was - 671 million yuan; In the half year of 2021, the total assets are 364.635 billion yuan, the net assets attributable to the parent company are 68.204 billion yuan, the operating revenue is 129.097 billion yuan, and the net profit attributable to the parent company is 193 million yuan.
(III) performance capability analysis
CEC is a wholly state-owned super large group company directly managed by the central government, and its actual controller is the state owned assets supervision and Administration Commission of the State Council; Over the years, the lease items have been well executed and have the ability to perform.
3、 Subject matter of related party transactions
The leased property is located at 27th to 39th floors of the South Tower of CLP great wall building, No. 3, Kefa Road, Nanshan District, Shenzhen, with a construction area of 24718.14 square meters and part of the second floor of the podium building, with a construction area of 3187 square meters. The lease term is from January 1, 2022 to December 31, 2024.
4、 Pricing policy and basis
The rent lease is mainly determined by both parties through equal negotiation with reference to the market rent standard of similar projects in the nearby area, and follows the principle of fair and just market price and the principle of freedom of contract through equal negotiation.
5、 Main contents of the agreement
(I) contracting parties
Lessor (Party A): China Greatwall Technology Group Co.Ltd(000066)
Lessee (Party B and related parties): China Electronic Information Industry Group Co., Ltd
(II) main contents
1. Basic information of the leased house
Some areas from 27th floor to 39th floor and 2nd floor of South Tower (block a) of CLP great wall building, No. 3 Kefa Road, Science Park, Nanshan District, Shenzhen.
2. Lease term
The term of the leased house is from January 1, 2022 to December 31, 2024.
3. Rent
The total monthly rent of the leased houses on the 27th to 39th floors of the South Tower (block a) of CLP great wall building is RMB 4449265.20, and the total monthly rent of some areas on the second floor is RMB 455741.00; The rent shall be paid quarterly, and Party B shall pay the rent of this quarter to Party A before the 15th day of the first month of each quarter.
4. Dispute resolution
Disputes arising from the performance of this contract shall be settled by both parties through negotiation; If the negotiation fails, it may request the relevant competent administrative department, trade association or other third party to mediate, or bring a lawsuit to the people's court where the leased house is located.
5. Take effect
This contract shall come into force as of the date of signing by both parties.
6、 Transaction purpose and impact on the company
1. The above related party transactions comprehensively consider the overall planning and operation of the company's property in Shenzhen Nanshan Science and Technology Park, make full use of the company's existing properties and supporting facilities, obtain stable rental returns and create benefits for the company and shareholders.
2. The pricing of the above connected transactions has referred to the prices of surrounding markets and non connected customers, and has not damaged the legitimate interests of the company and shareholders.
3. According to the major strategic deployment requirements of CEC, CEC inspected and finally selected the 27th-39th floors of the South Tower of CLP great wall building as the office space, which helps to build an information innovation ecological chain for the company to gather high-quality enterprises and upstream and downstream industries in CLP Great Wall Building in combination with the influence of CEC in the information innovation industry.
7、 Opinions of independent directors
The independent directors of the company have carefully reviewed the related party transactions in advance and believe that the related party transactions can make full use of the company's existing real estate resources and supporting facilities and bring certain benefits to the company, and 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.
The independent directors of the company expressed their independent opinions on the consideration of the above matters by the seventh board of directors of the company, and believed that the related directors avoided voting when the seventh board of directors of the company considered the related party transaction, 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, It does not harm the interests of the company and other shareholders, especially minority shareholders. 8、 Various related party transactions with related parties
1. In the first three quarters of 2021, the accumulated amount of daily related party transactions between the company and China Electronics and its subsidiaries was about 1088803400 yuan in procurement, 514898900 yuan in sales and labor
About 2.17 million yuan, about 53.045 million yuan for leasing, and about 3.4426 million yuan for trademark use (not exceeding the estimated total amount of daily connected transactions in 2021).
2. In December 2021, after deliberation by the board of directors, it was agreed that the company would sign relevant agreements with the related party China Electronics on the company's investment in core scientific research projects, of which 13 million yuan would be supported by the special fund of China Electronics.
9、 Documents for future reference
1. Relevant board resolutions;
2. Opinions of relevant independent directors;
3. Relevant agreements;
4. Overview of related party transactions of listed companies.
It is hereby announced
China Greatwall Technology Group Co.Ltd(000066) board of directors
January 18, 2002
