Securities code: 002558 securities abbreviation: Giant Network Group Co.Ltd(002558) Announcement No.: 2022-lin003 Giant Network Group Co.Ltd(002558)
With regard to the announcement on signing the strategic cooperation framework agreement and related party transactions, 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.
Special tips:
1. Giant Network Group Co.Ltd(002558) (hereinafter referred to as “the company” or ” Giant Network Group Co.Ltd(002558) “) the strategic cooperation agreement signed with related parties is only a framework agreement. The agreement is signed to establish a close strategic partnership with them. There are still uncertain factors in the specific implementation of the cooperation. The specific business cooperation will be separately signed by both parties within the scope of the framework agreement. This transaction constitutes a connected transaction and needs to be approved by the general meeting of shareholders, but it does not constitute a major asset reorganization and listing specified in the administrative measures for major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
2. This transaction is expected to bring a certain amount of business income to the company, but the overall scale is limited, it will not have a significant impact on the company’s financial and operating conditions, and there is no damage to the interests of the company and shareholders. 3. See “IX. other relevant instructions” in this announcement for the details of framework agreements or intentional agreements disclosed by the company in the last three years.
1、 Overview of related party transactions
(I) basic information of this transaction
The company and its related party Shanghai golden partner Biotechnology Co., Ltd. (hereinafter referred to as “golden partner”) signed the strategic cooperation framework agreement on January 11, 2022. The two sides will carry out strategic cooperation in the field of digital marketing of consumer goods for a period of one year from the date of approval by the general meeting of shareholders of the company, and the total amount of cooperation expenses shall not exceed RMB 20 million.
(II) this transaction constitutes a connected transaction
The golden partner is an enterprise indirectly controlled by Mr. Shi Yuzhu, the actual controller of the company. Ms. Liu Wei, the director and general manager of the company, once served as a director of the enterprise. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “stock Listing Rules”), the golden partner is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
(III) review procedures of this transaction
On January 11, 2022, the company held the 15th meeting of the 5th board of directors, at which the proposal on signing the strategic cooperation framework agreement and related party transactions was considered and adopted by 5 votes for, 0 against and 0 abstention. The related directors Mr. Shi Yuzhu and Ms. Liu Wei avoided voting. The independent directors approved the matter in advance and expressed their independent opinions with explicit consent.
After the occurrence of this related party transaction, the accumulated amount of related party transactions with related parties within 12 consecutive months will reach more than 30 million yuan, accounting for more than 5% of the absolute value of the company’s latest audited net assets. According to the relevant provisions of the stock listing rules and the Giant Network Group Co.Ltd(002558) articles of association, the principle of cumulative calculation for 12 consecutive months is applicable to this transaction, which must be approved by the general meeting of shareholders. The related shareholders interested in the related transaction will avoid voting at the general meeting of shareholders.
This transaction does not constitute a major asset reorganization, reorganization and listing specified in the administrative measures for major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
2、 Basic information of related parties
1. Name: Shanghai golden partner Biotechnology Co., Ltd
2. Unified social credit Code: 91310000733354762k
3. Nature of enterprise: limited liability company (Hong Kong, Macao and Taiwan investment, non sole proprietorship)
4. Registered address: room 509, building 86, No. 700, Yishan Road, Shanghai
5. Main office location: 10 / F, block C1, No. 700, Yishan Road, Shanghai
6. Legal representative: Chen Weidong
7. Registered capital: HK $100 million
8. Business scope: technology development, technical service, technical consultation and technology transfer in the field of Biotechnology (except genetically modified organisms, human stem cells and gene diagnosis), computer network technology, development, production and processing (limited to branch operation) of functional foods such as health food, business information consultation Health management consultation (except medical treatment, diagnosis, treatment and psychological consultation), food circulation (except grain), wholesale, online retail, import and export, commission agency of class I medical devices, daily necessities and cosmetics, and provide relevant supporting services. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
9. Equity structure: Ruiji Investment Co., Ltd. holds 75% and Ganglian Co., Ltd. holds 25%. 10. Actual controller: Mr. Shi Yuzhu
11. History and main business development: golden partner was established on November 7, 2001. It is a limited liability company (Hong Kong, Macao and Taiwan investment, non sole proprietorship) invested and established by Ruiji Investment Co., Ltd. and Hong Kong Alliance Co., Ltd. in Shanghai, China. Golden partner is mainly engaged in the R & D, production and sales of Chinese health food and nutritional food. After more than 20 years of precipitation, its core products “melatonin” and “golden partner” have developed into well-known brands in the industry.
12. Main financial data:
Unit: RMB 10000
2021 / 2020/
December 31, 2021 December 31, 2020
(Unaudited) (Unaudited)
Total assets 136293.83 138640.55
Net assets 16137.25 13143.58
Operating income 22021.41 21786.35
Net profit 2650.52 1994.28
13. Description of related relationship: the golden partner is an enterprise indirectly controlled by Mr. Shi Yuzhu, the actual controller of the company, and Liu Wei, the director and general manager of the company, once served as a director of the enterprise, which meets the related relationship conditions specified in the stock listing rules, and is the related legal person of the company.
14. Upon inquiry, the golden partner does not belong to the dishonest executee.
3、 Pricing policy and basis of related party transactions
The pricing of this transaction will be based on the market price of similar services and determined by both parties through negotiation according to the open, fair, just and reasonable pricing principles.
4、 Main contents of related party transaction agreement
(I) cooperation background
Giant Network Group Co.Ltd(002558) is positioned as a comprehensive Internet enterprise focusing on Internet culture and entertainment. It has been deeply engaged in the R & D and operation of Internet games for a long time. After more than ten years of development and precipitation, it has formed a marketing concept based on Internet and big data and based on user needs, expanded the boundary outside the application of Internet game products, and gradually tried to apply to other new scenes.
Gold partner is one of the consumer goods enterprises with large scale, wide network and strong strength in China. Its main core products include “melatonin” and “gold partner”. At the same time, it has melatonin + series and gold partner brand gold Xuekang, Jingu capsule, Dendrobium candidum and probiotics. Facing the development opportunities and challenges in the current environment, golden partner is actively laying out digital marketing combined with the iteration of its own products to adapt to the new competitive environment.
In view of the high common understanding of digital marketing between the two sides and their respective advantages in the Internet and consumer goods, the two sides will give full play to their respective expertise and conduct in-depth joint exploration in the field of consumer goods digital marketing based on the principle of “equality and mutual benefit, common development, long-term cooperation and win-win”.
(II) cooperation content
Both parties agree to carry out in-depth cooperation in the field of consumer goods digital marketing services through consultation, including but not limited to:
1. Based on the product advantages of golden partner in consumer goods and Giant Network Group Co.Ltd(002558) technical advantages in the Internet and big data, the two sides agreed to establish a strategic partnership and jointly formulate a digital marketing plan.
2. Golden Partner agrees to entrust the digital marketing business of relevant products to Giant Network Group Co.Ltd(002558) and launch marketing through Giant Network Group Co.Ltd(002558) digital service capability.
3. Cooperation period: one year from the date of approval by the Giant Network Group Co.Ltd(002558) general meeting of shareholders; After the expiration of the cooperation, both parties may renew or sign other cooperation agreements according to the cooperation.
4. Cooperation expenses: during the cooperation period, the total amount of cooperation expenses of both parties shall not exceed RMB 20 million. 5. This agreement is a framework agreement, and the specific business cooperation shall be separately signed by both parties within the scope of this framework agreement.
6. This agreement is independent of the specific business cooperation agreement and each specific business cooperation agreement separately signed in accordance with the spirit of this agreement. The termination of any agreement will not affect and shall not affect the effectiveness and performance of other agreements.
7. The scope of this cooperation includes both parties and their wholly-owned and holding subsidiaries.
8. After signing this agreement, neither party can unilaterally terminate it without the written consent of both parties. The modification, cancellation and termination of this Agreement shall be subject to the written consent of both parties. The amendment of this Agreement shall be in writing and shall come into force after being signed by all parties.
9. Giant Network Group Co.Ltd(002558) as an A-share listed company, this cooperation will be disclosed in accordance with relevant information disclosure rules. Golden partner promises to cooperate with Giant Network Group Co.Ltd(002558) information disclosure needs and provide them with true, accurate and complete information in a timely manner.
10. Both parties undertake to strictly keep confidential the contents of this agreement, all cooperation matters and relevant documents and materials involved; Both parties also undertake not to use any inside information and trade secrets they know in the process of this cooperation for purposes other than the purpose of this Agreement unless required by laws, regulations or normative documents and without the written consent of the other party.
11. If either party fails to perform all or part of its obligations under the agreement due to force majeure and without its own fault, it shall not be liable for breach of contract, but shall make every effort to reduce the losses caused to the other party.
12. Matters and disputes not covered in this Agreement shall be settled by both parties in the principle of friendly negotiation. If no settlement can be reached through negotiation, either party has the right to bring a lawsuit to the people’s Court of Xuhui District, Shanghai.
13. This Agreement shall come into force after being approved by the Giant Network Group Co.Ltd(002558) general meeting of shareholders and sealed by both parties. 5、 Other arrangements involving connected transactions
This transaction does not involve personnel resettlement, land leasing, etc. After the completion of this transaction, the company will not
Horizontal competition with the actual controller will not affect the independence of the company. This transaction does not involve the company’s equity
Transfer or other arrangements such as senior personnel change plan.
6、 Transaction purpose and impact on the company
The establishment of a strategic cooperative relationship between the two parties is conducive to strengthening mutual business collaboration, promoting win-win cooperation and realizing mutual benefits
The current resource sharing and complementary advantages meet the needs of safeguarding the development interests of the company and the principle of maximizing the interests of shareholders.
The strategic cooperation framework agreement defines the basic principles of bilateral cooperation and is reached after preliminary discussion between the two sides
The specific business cooperation agreement will be signed by the working units responsible for the project of both parties in the strategic cooperation box
The agreement shall be signed through negotiation within the scope agreed in the agreement. This transaction is expected to bring a certain amount of business to the company
Income, but the overall scale is limited, which will not have a significant impact on the company’s financial and operating conditions, and there is no loss
Circumstances harmful to the interests of the company and shareholders.
7、 Accumulated various related party transactions with the related party
In 2021, the accumulated amount of daily related party transactions between the company and the gold partner was 1.9019 million yuan
(excluding the amount of this connected transaction), the daily connected transaction has been approved for the eighth meeting of the Fifth Board of directors of the company
The meeting, the sixth meeting of the Fifth Board of supervisors and the 2020 annual general meeting of shareholders were deliberated and adopted, and the specific contents are detailed in
See announcement on estimated daily connected transactions in 2021 (2021-p.027).
Except for this transaction, the company and its other related parties under the same control accumulated within 12 consecutive months
The amount of connected transactions considered by the board of directors but not considered by the general meeting of shareholders is 469.5 million yuan. Details
As follows:
Unit: RMB 10000
Name and amount of related party counterparty remarks
Easy category
The transaction has been deliberated and adopted at the 8th meeting of the 5th board of directors of the company, and the independent directors have expressed their independent opinions approved and agreed in advance, For details, see the announcement on 20000.00 purchase of land use right, construction in progress and related party transactions by asset Technology Co., Ltd. (announcement) published by the company on the designated information disclosure media on April 30, 2021
