Anxin Securities Co., Ltd
About Shanghai Action Education Technology Co.Ltd(605098)
Verification opinions on the prediction of daily connected transactions in 2022
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “sponsor”) as the sponsor of Shanghai Action Education Technology Co.Ltd(605098) (hereinafter referred to as ” Shanghai Action Education Technology Co.Ltd(605098) ” and “the company”) for the initial public offering and listing of shares, in accordance with the law on the administration of securities Issuance and listing sponsor business Relevant provisions such as the Listing Rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange have carefully verified the prediction of daily connected transactions in Shanghai Action Education Technology Co.Ltd(605098) 2022. The details are as follows: I. Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 15, 2022, the company held the fifth meeting of the Fourth Board of directors, deliberated and approved two proposals: the prediction of daily connected transactions with Beijing yikangmei Network Technology Co., Ltd. in 2022 and the prediction of daily connected transactions with Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. in 2022.
The independent directors of the company express independent opinions on the related party transactions: the related party transactions of the company in 2022 are carried out due to the needs of normal business operation and development of the company, and operate according to the market-oriented principle. The transaction price is fairly and reasonably determined according to the market price. There is no harm to the interests of the company and minority shareholders, which is in line with relevant laws and regulations The articles of association and other provisions will not affect the independence of the company, and the company will not rely on related parties for such transactions. Affiliated directors have been withdrawn from voting.
The audit committee of the company has issued written opinions on the related party transactions: the daily related party transactions of the company in 2022 are fair, just and open, which is conducive to the continuous development of the company’s normal business; The transaction price is determined fairly and reasonably according to the market price, and no damage to the interests of the company and non affiliated shareholders is found.
(II) prediction and implementation of the previous daily connected transactions
Reasons for the large difference between the estimated amount in 2021 and the actual amount of the related party of the related transaction category (RMB 10000) (RMB 10000)
Providing labor to related parties Beijing yikangmei network section 50.00 9.90 not applicable
Service Technology Co., Ltd
Ningxia Shanghai Action Education Technology Co.Ltd(605098) science and technology has 300.00 349.62 not applicable
Limited company
Subtotal 350.00 359.52-
7.50 of Ningxia Shanghai Action Education Technology Co.Ltd(605098) technology provided by related parties is not applicable
Labor Service Co., Ltd
Subtotal 7.50-
Beijing yikangmei network section 50.00 9.90 not applicable
Total Technology Co., Ltd
Ningxia Shanghai Action Education Technology Co.Ltd(605098) science and technology has 300.00 357.12-
Limited company
(III) estimated amount and category of daily connected transactions
At the beginning of this year
As of the disclosure date, the actual estimated amount of the previous year and related party transactions are expected to account for the proportion of similar and related party transactions in the actual amount of related party transactions of the same kind in the previous year, which is significantly different from the proportion of accumulated paid amount business (%) Cases (%) of transactions generated (10000 yuan)
amount of money
(10000 yuan)
Beijing yikangmei.com 300.00 0.54 0.00 9.90 0.02 not applicable
Tiluo Technology Co., Ltd
For labor services Ningxia Shanghai Action Education Technology Co.Ltd(605098) section 125000 2.25 91.00 349.62 0.63 expected business orders to increase significantly
Subtotal 155000 2.79 91.00 359.52 0.65-
Accepted by related party: Ningxia Shanghai Action Education Technology Co.Ltd(605098) section 250.00 0.45 34.50 7.50 0.01 not applicable
Labor Technology Co., Ltd
Total 180000 3.24 125.50 367.02 0.66-
2、 Introduction and relationship of related parties
(I) Beijing yikangmei Network Technology Co., Ltd
1. Basic information of related parties
Address: room 182, Room 201, north of the second floor, No. 36, Haidian West Street, Haidian District, Beijing
Enterprise type: limited liability company
Legal representative: Yu Mingshan
Registered capital: 9.2142 million yuan
Major shareholder: Yu Mingshan, holding 81.24%
Main business: technology development, technology promotion, technology transfer, technical consultation and technical services; Sales from
Products developed by the bank; Computer system services.
2. Main financial data of 2021 (Unaudited): as of December 31, 2021, the total assets of the company were 32.785 million yuan and the net assets were -38.402 million yuan. In 2021, the operating income was 448900 yuan and the net profit was -235100 yuan.
3. Relationship with the company
Li Jian, the director of the company, serves as the director of the company. According to the relevant provisions of 6.3.3 (III) of the Listing Rules of Shanghai Stock Exchange, Beijing yikangmei Network Technology Co., Ltd. constitutes a related party of the company.
4. Analysis on the execution and performance ability of similar related party transactions in the early stage: similar related party transactions in the early stage are well executed and have good performance ability and payment ability.
(II) Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd
1. Basic information of related parties
Address: room 107, commercial building 9, Golden Triangle modern logistics market, Xingqing District, Yinchuan City, new Ningxia
Enterprise type: limited liability company
Legal representative: Shi Hongqiang
Registered capital: 500000 yuan
Major shareholder: Hongqiang culture media group (Ningxia) Co., Ltd., with a shareholding ratio of 60%
Main business: enterprise management consulting.
2. Main financial data of 2021 (Unaudited): as of December 31, 2021, the total assets of the company were 4.9805 million yuan and the net assets were 3.4558 million yuan. In 2021, the operating income was 6.5703 million yuan and the net profit was 1.9055 million yuan.
3. Relationship with the company
The company holds 40% equity of Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd., and the company recognizes Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. as a related party.
4. Analysis on the execution and performance ability of similar related party transactions in the early stage: similar related party transactions in the early stage are well executed and have good performance ability and payment ability.
3、 Main contents and pricing policies of related party transactions
The transactions between the company and the above-mentioned related parties are mainly the acceptance and provision of labor services related to daily operation. All transactions have signed written agreements with the corresponding trading parties, and the transaction price is determined fairly and reasonably according to the market price.
After the proposal of the company on the prediction of daily related party transactions in 2022 is approved by the board of directors, the company will sign specific daily related party transaction contracts with relevant related parties according to the specific conditions of operation.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions of the company are necessary for the normal production and operation of the company, and the transaction price is fairly and reasonably determined according to the market price, without damaging the interests of the company and minority shareholders. The cooperative related parties selected by the company have good business reputation and financial status, which can reduce the operation risk of the company and is conducive to the continuous development of the company’s normal business. They account for a relatively small proportion in similar transactions. The company’s main business will not form dependence on related parties and will not affect the independence of the company.
5、 Verification opinions of the recommendation institution
By checking the resolutions of the board of directors, the board of supervisors and the opinions of independent directors of the company, we learned the basic information of related parties, the pricing principle and transaction amount of previous transactions between them and the issuer, and the sponsor verified the above related party transactions.
After verification, the sponsor believes that the daily connected transactions expected to occur between the company and related parties in 2022 are formulated on the basis of objectivity, impartiality and fairness. The decision-making procedures of such connected transactions are legal and effective, the pricing principle is fair, and there is no damage to the interests of the company and minority shareholders. The recommendation institution has no objection to the company’s daily related party transactions in 2022. The daily related party transactions of the company in 2022 are expected to be deliberated and approved by the general meeting of shareholders.
