Securities code: 002621 securities abbreviation: Dalian My Gym Education Technology Co.Ltd(002621) Announcement No.: 2022-015 Dalian My Gym Education Technology Co.Ltd(002621)
Announcement on the forecast of daily connected transactions in 2022
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 material omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Dalian My Gym Education Technology Co.Ltd(002621) (hereinafter referred to as “listed company”, “company” or “meijim”) reasonably predicted the daily connected transactions in 2022 in accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant regulations. According to the actual situation of previous years and in combination with the business plan of 2022, the company and its subsidiaries expect that the amount of various daily related party transactions such as providing services and selling goods to related parties in 2022 will not exceed RMB 162 million.
(II) review procedure
At the 51st meeting of the 5th board of directors and the 29th meeting of the 5th board of supervisors held on January 27, 2022, the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, and the connected director Mr. Liu Junjun avoided voting. The independent directors approved the matter in advance and expressed their agreed independent opinions. This daily related party transaction is expected to be submitted to the general meeting of shareholders for deliberation. Related shareholders Mr. Liu Junjun, Mr. Liu Yi, Ms. Wang Yan, Tianjin Maigeli enterprise management partnership (limited partnership), Ms. Huo Xiaoxin and Ms. Wang Shenbei avoided voting on this proposal at the general meeting of shareholders.
(III) estimated category and amount of daily connected transactions
The daily related party transactions between the company and its subsidiaries and related parties in 2022 are expected to be as follows:
Unit: RMB 10000
Related party transactions in 2022 as of the date of disclosure of the estimated amount of easy pricing in related party transactions in 2021
Directors and general managers of listed companies within 12 months
Sales Manager Liu Junjun, related shareholders Huo Xiaoxin, Liu sales teaching aids, market 4000.00 0 1465.22 commodity prices of products and equipment held by Junjun, Liu Yi, Wang Yan and Wang Shenbei
The Dalian My Gym Education Technology Co.Ltd(002621) Center
Subtotal 4000.00 0 1465.22
Provide 12000.00 0 6307.94 service manager Liu Junjun for directors of listed companies and general franchised service market within 12 months, and related shareholders Huo Xiaoxin, Liu Wu, system and price
Junjun, Liu Yi, Wang Yan, Wang Shenbei holding software services
The Dalian My Gym Education Technology Co.Ltd(002621) center market promotion and
Subtotal promotion services 12000.00 0 6307.94
Accept the franchise license agreement of abrakadoodle Inc. 200.00 0 172.88
Service subtotal 200.00 0 172.88
(IV) actual occurrence of daily related party transactions of the company in 2021
Unit: RMB 10000
The actual amount of related party transactions on the disclosure date of related party transactions in 2021, the proportion of the actual amount of related party transactions in 2021, the expected amount of the content of the period and the category of claims, and the expected amount of similar industries
Business proportion difference
Liu Jun, director and general manager of the company
Jun, related shareholder Huo Xiaoxin, sales Professor
Liu Junjun, Liu Yi, Wang Yan, jihechang 1465.22 4800.00 21.45% – 69.47%
Wang Shenbei’s Dalian My Gym Education Technology Co.Ltd(002621) Zhongpin
heart
Liu Jun, director and general manager of the company
Jun, related shareholder Huo Xiaoxin, sales Professor
Sales of Liu Junjun, Liu Yi, Wang Yan, Ju he Chan 8.06 120.00 0.12% – 93.28%
Penguin Family products controlled by commodity King Shen Bei
English Training Center
Liu Jun, director and general manager of the company
Jun, related shareholder Huo Xiaoxin, sales Professor
Liu Junjun, Liu Yi, Wang Yan, Ju Hechang 75.72 200.00 1.11% – 62.14%
Daily association of art training center of aitu art products in 2021 held by Wang Shenbei
Subtotal – 1549.00 5120.00 22.68% – 69.75% transaction forecast
Announcement of Liu Jun, the director and general manager of the company, Huo Xiaoxin, the related shareholder, and the franchisee (Announcement No.: Liu Junjun, Liu Yi, Wang Yan, Ying service 6307.94 13000.00, 26.34% – 51.48%):
Announcement date of Dalian My Gym Education Technology Co.Ltd(002621) Zhongxin (2021-017) of Wang Shenbei Holdings:
Tianjin meizhibosi education technology business trust 1668.00 1500.00 6.97% 11.20% February 10, 2021
Shenyang Zhijie Education Consulting Co., Ltd. 262.00 600.00 1.09% – 56.33
Provide corporate governance services
Service Shenyang xinjisheng investment management has business trust 556.00 1000.00 2.32% – 44.40%
Limited company management services
Tianjin Meizhi Borui enterprise management business trust 44.00 100.00 0.18% – 56.00%
Management services of limited company
Related shareholders Huo Xiaoxin and Liu Jun
Jun, Liu Yi, Wang Yan, Wang Shen equity trust 48.60 70.00 0.20% – 30.57%
Beihe Tianjin megjim education management service
Technology Co., Ltd
Subtotal – 8886.54 16270.00 37.10% – 45.38%
Accept the license of abrakadoodle Inc. 172.88 200.00 25.51% – 13.56%
Provide business license
Subtotal of services – 172.88 200.00 25.51% – 13.56%
1. The actual total amount of the company’s daily connected transactions in 2021 did not exceed the expected total amount, and the actual amount was lower than the expected total amount.
The daily related party transactions between the company and related parties in 2021 are estimated by the business department and the financial department of the company based on the previous years of the board of directors, market conditions, cooperative relationship and performance ability of the company. It is difficult to accurately predict the maximum amount of possible business, so there is a certain difference from the actual situation. 2. The reasons for the actual occurrence of the transaction caused by the difference: (1) based on the actual situation, in November 2021, the performance of the business custody agreement signed by the company and the pre related parties was suspended after the deliberation and approval of the board of directors and the general meeting of shareholders, See the announcement on suspending the performance of the business custody agreement (Announcement No.: 2021-101) disclosed on November 27, 2021, which is larger than cninfo.com; Explanation of the difference (2) some Penguin Family English training centers will be closed in 2021; (3) There is a certain difference between the franchise service fee and the estimate. 3. The daily connected transactions of the company in 2021 are in line with the actual production and operation of the company. The transaction is priced according to the market principle, fair and reasonable, and there is no damage to the interests of the company and minority shareholders.
The explanation of the company’s independent directors and the company’s management on the daily connected transactions actually occurred in 2021 is in line with the facts of the market and the company. The daily connected transactions that have occurred are transactions related to the company’s normal business, meet the actual and development requirements of the company’s connected transactions, and comply with the provisions of laws and regulations. Although the actual amount is different from the original estimated upper limit due to objective reasons such as market demand and occurrence, the difference is due to market changes. The annual daily related party transactions between the company and related parties are expected to be based on the preliminary judgment of the large difference in the possible upper limit based on the company’s operation, It is difficult to achieve accurate prediction. The daily related party transactions that have occurred are fair and just, and the transaction price is fair, which shows that there is no behavior that damages the interests of the company and shareholders, especially minority shareholders.
2、 Related person introduction and relationship
(I) introduction to related parties
1. Tianjin meizhibosi Education Technology Co., Ltd
Unified social credit Code: 91120118ma06dx3u89
Legal representative: Zhang Yanqiu
Registered address: 1-1-1313, South Zone, financial and Trade Center, No. 6975, Yaya Road, Tianjin pilot free trade zone (Dongjiang Bonded Port Area) (trusteeship No. 237 of Tianjin mutual trade business secretary service Co., Ltd.)
Registered capital: 2 million yuan
Date of establishment: July 30, 2018
Business scope: educational technology development, technology promotion, technology transfer, technical consultation and technical services; Enterprise management services; Economic information consultation; Educational information consultation; Wholesale and retail of cultural goods, toys, musical instruments, clothing, knitwear and textiles; Organize cultural and artistic exchange activities; Conference services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of September 30, 2021, the number of Dalian My Gym Education Technology Co.Ltd(002621) centers controlled by the company was 88. By the end of September 2021, the net assets of the company were -28512722.56 yuan, the operating income from January to September 2021 was 0 yuan, and the net profit was -9151161.25 yuan. (the above data has not been audited).
After inquiry, the related party does not
