Securities code: Shanghai Action Education Technology Co.Ltd(605098) securities abbreviation: Shanghai Action Education Technology Co.Ltd(605098) Announcement No.: 2022008 Shanghai Action Education Technology Co.Ltd(605098)
Announcement on the forecast of daily connected transactions in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The estimated items of the daily connected transactions do not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The related party transactions of the company in 2022 were conducted due to the needs of the company's normal business operation and development, and operated according to the market-oriented principle. The transaction price was fairly and reasonably determined according to the market price. There was no damage to the interests of the company and minority shareholders, which was in line with relevant laws and regulations, the articles of association and other provisions, and would not affect the independence of the company, The company will not rely on related parties for such transactions.
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. 1、 Basic information of daily connected transactions (I) review procedures for the performance of daily connected transactions
1. Proposal on the prediction of daily related party transactions between the company and Beijing yikangmei Network Technology Co., Ltd. in 2022
On March 15, 2022, the company held the fifth meeting of the Fourth Board of directors to review the proposal on the prediction of daily related party transactions between the company and Beijing yikangmei Network Technology Co., Ltd. in 2022. Mr. Li Jian, a related director, avoided voting in accordance with relevant regulations, and other non related directors passed the proposal with 6 affirmative votes, 0 negative votes and 0 abstention. This connected transaction does not need to be submitted to the general meeting of shareholders of the company.
2. Proposal on the prediction of daily connected transactions between the company and Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. in 2022
On March 15, 2022, the company held the fifth meeting of the Fourth Board of directors to review the proposal on the prediction of daily connected transactions between the company and Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. in 2022, which was adopted by all directors with 7 affirmative votes, 0 negative votes and 0 abstention. This connected transaction does not need to be submitted to the general meeting of shareholders of the company.
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)
Beijing yikangmei Network Technology Co., Ltd
Providing labor services to related parties Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. with 300.00 349.62 is not applicable
Subtotal 350.00 359.52-
Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. - 7.50 not applicable
Labor services
Subtotal - 7.50-
Beijing yikangmei Network Technology Co., Ltd
total
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 100.00 0.18 0.00 9.90 0.02 not applicable
Luo Technology Co., Ltd
Mention Ningxia Shanghai Action Education Technology Co.Ltd(605098) branch 100000 1.80 91.00 349.62 0.63 expected business order Dagong Labor Service Technology Co., Ltd. increased significantly
Subtotal 110091.00 359.52 1-
Accepted by: Ningxia Shanghai Action Education Technology Co.Ltd(605098) section 250.00 1.94 34.50 7.50 0.06 n / A
Labor Technology Co., Ltd
Total 135000 - 125.50 367.02 --
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. Key financial data of 2021 (Unaudited): as of December 31, 2021, the company
The total assets are 32.785 million yuan and the net assets are -38.402 million yuan. Operating income in 2021
448900 yuan, net profit -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. Related relationship with the company: the company holds 40% equity of Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. according to the principle of substance over form, 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.
It is hereby announced.
Shanghai Action Education Technology Co.Ltd(605098) board of directors March 17, 2022
