Securities code: 000066 securities abbreviation: China Greatwall Technology Group Co.Ltd(000066) Announcement No.: 2022-002 China Greatwall Technology Group Co.Ltd(000066)
Announcement on resolutions of the 77th meeting of the 7th board of directors
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.
China Greatwall Technology Group Co.Ltd(000066) the notice of the 77th meeting of the seventh board of directors was sent by fax / e-mail on January 12, 2022. The meeting was held by on-site / video in the conference room on the 16th floor of Shenzhen great wall building on January 15, 2022. There were nine directors who should attend the meeting and eight directors who attended the meeting in person, Mr. Chen KUANYI, the director, entrusted Mr. Guo Hanbing, the director, to attend and vote on his behalf on business trip; All supervisors attended the meeting as nonvoting delegates, which complied with the relevant provisions of the company law and the articles of association. Comply with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following proposals:
1、 Proposal on signing the tripartite supervision agreement for raised funds (see announcement on signing the tripartite supervision agreement for raised funds No. 2022-004 on the same day for details)
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of small and medium-sized investors, according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange The requirements of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s management system for the use of raised funds were reviewed at the 77th meeting of the seventh board of directors of the company, The company agreed to set up a special account for raised funds to manage the storage and use of the above raised funds, and signed the tripartite supervision agreement for raised funds with China Construction Bank Corporation(601939) Shenzhen Nanshan sub branch and China Securities Co.Ltd(601066) .
Review results: 9 votes, including 9 in favor, 0 against and 0 abstention. It was adopted by vote. 2、 Proposal on leasing houses to related parties and related party transactions (see announcement on leasing of related houses No. 2022-005 on the same day for details)
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”), China Electronics inspected and selected some floors of the South Tower of CLP great wall building
China Greatwall Technology Group Co.Ltd(000066) Announcement No. 2022-002
As office space; Considering the self-supporting needs of CLP great wall building, the company agreed to entrust Shenzhen CLP blue ocean Holdings Co., Ltd. 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.
After negotiation with China Electronics and deliberation by the board of directors, it is agreed that the company and its related party China Electronics sign the Shenzhen housing lease contract for the lease of some areas located on the 27th to 39th floors of the South Tower (block a) and the 2nd floor of the podium building of CLP Great Wall building, Nanshan District, Shenzhen. The total lease amount is 176580200 yuan, The lease term is from January 1, 2022 to December 31, 2024.
Review results: there were 9 votes, including 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. Related directors Mr. Xie Qinglin, Mr. Xu Jiantang, Mr. Chen KUANYI, Mr. Guo Hanbing, Ms. Kong Xueping and Mr. LV Baoli avoided voting.
3、 Matters related to the completion of independent exercise in the second exercise period of the first equity incentive plan and the change of registered capital Total share capital and proposal to amend the articles of Association (for details, see Announcement No. 2022-006 on the completion of independent exercise in the second exercise period of phase I equity incentive plan and change of registered capital, total share capital and amendment of the articles of association on the same day)
The second exercise period of the first phase of the company’s stock option incentive plan expired on January 14, 2022. All 515 incentive objects of the company’s stock option exercise have been exercised. The number of stock options exercised during the exercise period is 12013883. According to relevant regulations, after deliberation by the board of directors, It is agreed to cancel 887199 stock options granted but not exercised by 164 incentive objects. Among them, two of them are no longer qualified as incentive objects due to resignation and retirement, corresponding to 20000 stock options that meet the exercise conditions, 163 of the original incentive objects correspond to 867199 stock options in the second exercise period of the first stock option incentive plan that do not meet the exercise conditions due to 2019 performance evaluation, and one incentive object coincides with the above-mentioned resigned personnel.
According to the actual exercise of 12.013883 million shares, the total share capital of the company increased by 12.013883 million shares, from 2928182053 shares to 2940195936 shares. The articles of association are amended as follows:
The original text is revised as
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 2928182053. 2940195936 yuan.
……… ………
Article 20 the total number of shares of the company is Article 20 the total number of shares of the company is 2928182053 shares. All the shares issued by the company are 2940195936. All the shares issued by the company are ordinary shares. Is common stock.
The above matters have been authorized by the company’s second extraordinary general meeting of shareholders in 2018 and need not be submitted to the general meeting of shareholders
China Greatwall Technology Group Co.Ltd(000066) Announcement No. 2022-002
consideration.
Review results: 9 votes, including 9 in favor, 0 against and 0 abstention. It was adopted by vote. It is hereby announced
China Greatwall Technology Group Co.Ltd(000066) board of directors
January 18, 2002
