Securities code: Chengdu Jafaantai Education Technology Co.Ltd(300559) securities abbreviation: Chengdu Jafaantai Education Technology Co.Ltd(300559) Announcement No.: 2022016 Chengdu Jafaantai Education Technology Co.Ltd(300559)
Announcement on the prediction of the company’s 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 major omissions.
On April 8, 2022, the 15th meeting of the third board of directors and the 14th meeting of the third board of supervisors of Chengdu Jafaantai Education Technology Co.Ltd(300559) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the prediction of daily connected transactions of the company in 2022. The details are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the needs of the company’s business development and daily operation, the company and its holding subsidiaries are expected to have daily related party transactions with the related party Shenzhen ruiqu Information Technology Co., Ltd. (hereinafter referred to as “ruiqu information”) of no more than 15 million yuan (including tax), including the purchase of ruiqu information recording and broadcasting host, camera, recording and broadcasting software, platform software and other products and the sale of products to ruiqu information. In 2021, the actual amount of daily related party transactions between the company and ruiqu information was 1.5883 million yuan (including tax), mainly for the purchase of ruiqu information recording and broadcasting hosts, cameras and other products.
The company held the 15th meeting of the 3rd board of directors and the 14th meeting of the 3rd board of supervisors on April 8, 2022, deliberated and adopted the proposal on the prediction of the company’s daily connected transactions in 2022. At the same time, the independent directors of the company issued their independent opinions approved and agreed in advance. This proposal is within the approval power of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
The company plans to have related party transactions with related parties in 2022, with the amount not exceeding 15 million yuan. The specific contents are as follows:
Unit: 10000 yuan
Related party transactions related party transactions related party transaction contracts signed in 2022 as of the previous year’s distribution category related party content pricing principle amount or amount incurred on the pre disclosure date
Purchase recording and broadcasting
Get the letter from the related person Shenzhen Rui, host and camera
Purchase raw material information technology Co., Ltd. camera and recording market price 1200 0.14 158.83 broadcast software of Material Co., Ltd
Platform software
etc.
Get a letter from the related person Shenzhen Rui
Market price of sales products and interest technology shares
Commodity Co., Ltd
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual estimated actual amount of related transactions actual amount of related transactions disclosure date easy category others easy content amount in the proportion of similar business to estimated amount and index amount (%) difference (%)
Shenzhen
In March 2021, ruiqu purchased technical machines from the associated information broadcaster on March 31 Photo: 158.836000 0.80% – 97.35 information network “close raw materials, stock camera, equal to the company’s daily related transactions in 2021”
Shenzhen easy to predict the public to related party Rui take notice (the advertiser’s sales information sales product 0 3000 0 – 100% No.: product, commercial and technical products 2021026)
Limited
company
1. The related party transactions of the company in 2021 are expected to be based on the preliminary judgment and prediction of the possible business amount based on the market expansion plan and market price, but the actual amount is based on the actual market demand, the bidding and execution of the project, the daily relevance of the board of directors of the company, the integration of products of both parties and other factors, It shall be determined by the company and the above related parties according to the actual transaction and pre business needs. Therefore, there is a large difference between the actual amount and the estimated amount.
2. The above differences belong to normal business behavior. The daily related party transactions of the company are in line with the actual production and operation of the company. The transaction pricing is fair and reasonable, and does not harm the interests of the company and all shareholders, especially the interests of minority shareholders.
The independent directors of the company have verified the daily related party transactions. The board of directors’ explanation of the actual situation of the daily related party transactions in 2021 is consistent with the actual situation of the company and belongs to the normal business behavior with large differences between the actual situation and the expectation. The daily related party transactions that have occurred in 2021 are fair and reasonable and do not harm the interests of the company and all shareholders, Especially the interests of minority shareholders.
2、 Related person introduction and relationship
(I) basic information and relationship of related parties.
Company name: Shenzhen ruiqu Information Technology Co., Ltd
Unified social credit Code: 91440 Shinry Technologies Co.Ltd(300745) 1930117
Legal representative: Zhang Qiu
Registered capital: 37.5 million yuan
Registered address: North of 6 / F and north of 7 / F, building a, Shenzhen Sdg Information Co.Ltd(000070) Hong Kong building, No. 2 Kefeng Road, Science Park community, Yuehai street, Nanshan District, Shenzhen
Business scope: technical development of computer and communication software and hardware, sales and technical consultation of related products (the above does not include restricted items and exclusive, specially controlled, exclusive commodities and restricted items); Production of computer and communication products (operated by branches); Import and export business (except for items prohibited by laws and regulations, and restricted items can be operated only after obtaining permission).
As of December 2021, the total net assets of Rui was RMB 1697300, and the net profit of Rui was RMB 1697300, which was the net income of information as of December 2021. (the above data has not been audited)
Affiliated relationship with the company: Mr. Yu Liang, the senior manager of the company, serves as the director of Shenzhen ruiqu Information Technology Co., Ltd. according to the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange, ruiqu information is the affiliated legal person of the company.
Ruirui information operates normally, has good financial condition, can perform the contract in daily transactions, has good performance ability, and there is no major uncertainty in its performance ability.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The above related party transactions occur for the needs of the company’s daily operation and follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit. The transaction price follows the principle of fair and reasonable pricing, which is mainly determined by both parties through negotiation with reference to the market fair price. The specific payment and settlement methods of related party transactions shall be determined by the parties in accordance with the contract or trading habits.
(II) signing of related party transaction agreement
The related party transaction agreement shall be signed by both parties within the expected amount according to the actual situation.
4、 Purpose of related party transactions and its impact on Listed Companies
The above related party transactions are necessary for the normal operation and production of the company and are conducive to the normal development of the company’s business. The transaction price follows the principles of equality, voluntariness, mutual benefit, fairness and fairness, and there is no situation that damages the interests of the company and its shareholders. The main business of the company will not rely on or be controlled by related parties due to such transactions, and will not affect the independence of the company.
5、 Opinions of independent directors
（1） Prior approval and independent opinions of independent directors.
1. Prior approval of independent directors
We have carefully reviewed the proposal on the prediction of the company’s daily related party transactions in 2022 submitted by the company and learned about the actual related party transactions in 2021 and the background of this related party transaction. We believe that the difference between the actual amount of the company’s related party transactions in 2021 and the expected amount of related party transactions in 2021 is mainly due to the change of customer demand Project progress, product integration of both parties and other factors. The daily related party transactions actually occurred in 2021 and the daily related party transactions expected to occur in 2022 belong to normal production and operation business, meet the actual needs of the company’s operation and development, the transaction matters comply with market rules, the transaction pricing is fair, and there is no harm to the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we unanimously agree to submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the board of directors of the company for deliberation.
2. Independent opinion
After review, we believe that this related party transaction is necessary for the company’s normal business activities, the transaction pricing is fair and reasonable, there is no damage to the rights and interests of the company and all shareholders, especially minority shareholders, and will not affect the company’s independence or the company’s sustainable operation ability. During the voting process of the board of directors, its procedures are legal and effective, and comply with the provisions of relevant laws and regulations and the articles of association. Therefore, we unanimously agree on the daily related party transactions expected by the company in 2022.
6、 Review opinions of the board of supervisors
After examination, the board of supervisors believes that the above connected transactions are based on the fair market price, follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. The company’s main business will not rely on related parties due to the above related party transactions, and this daily related party transactions will not affect the independence of the company.
7、 Documents for future reference
1. Resolution of the 15th meeting of the third board of directors;
2. Resolution of the 14th meeting of the third board of supervisors;
3. Prior approval opinions and independent opinions of independent directors on matters related to the 15th meeting of the third board of directors of the company;
4. Other documents required by SZSE.
Chengdu Jafaantai Education Technology Co.Ltd(300559) board of directors
April 11, 2022
