Securities code: Doushen(Beijing) Education&Technology Inc(300010) securities abbreviation: Doushen(Beijing) Education&Technology Inc(300010) Announcement No.: 2022-
018
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Announcement on the estimated amount of daily connected transactions of the company 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.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions in 2022
The company held the 7th Meeting of the 5th board of directors and the 4th meeting of the 5th board of supervisors on April 26, 2022, and deliberated and adopted the proposal on the estimation of the company's daily connected transaction quota in 2022 respectively. Based on the actual needs of daily operation, It is agreed that the company's estimated amount of connected transaction is used to purchase hardware equipment with Beijing Chenguang Rongxin Technology Co., Ltd. (hereinafter referred to as "Chenguang Rongxin") and Beijing Chenguang Rongxin Technology Co., Ltd. (hereinafter referred to as "Chenguang Xinchuang"), and the estimated amount of connected transaction is 80 million yuan.
The independent directors of the company have expressed their prior approval opinions on the matter and expressed clear independent opinions. The estimated related party transactions of the company are necessary for the company's daily production and operation. The related transactions follow the principles of fairness and reasonableness, do not affect the independence of the company, do not damage the interests of the company and shareholders, and will not rely on related parties.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) category and amount of daily related party transactions expected to increase
The estimated amount of daily connected transactions of purchased goods between the company and Chenguang Rongxin and Chenguang Xinchuang is as follows:
Unit: 10000 yuan
Related party transactions and related party transaction contracts signed as of disclosure
Related party transaction related party content pricing principle amount or amount accrued in the category of last year that has occurred on the expected date
Purchase hardware
Equipment (letter)
Purchase commodity: Chenguang rongxinchuang printing reference market 4500333.811057475
Machine and scanning price
Instrument and related
Consumables)
Purchase hardware
Equipment (letter)
Purchase commodity: Chenguang Xinchuang printing reference market 350049.97 0.00
Machine and scanning price
Instrument and related
Consumables)
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence
The difference between the actual estimated amount in the related transactions of related parties and related parties in the proportion of similar amount to the expected disclosure date and the amount of business in the index easy category
（％） （%）
Chenguang Rongxin 10576851330013.70 20.47 on August 27, 2021, the purchased hardware was set up on cninfo.com, which was prepared by the purchaser (Xinchuang revealed) Announcement on increasing the printing machine, scanning the daily closing of Beijing lischen instrument in 2021 and the estimated amount of related consumption related transactions (computer technology materials) 23.53 0.03 - (announcement Co., Ltd. No.: 2021079)
Explanation of the board of directors of the company on the actual inapplicability of daily related party transactions and the prediction (if applicable) explanation of the independent directors of the company on the actual inapplicability of daily related party transactions and the prediction (if applicable)
2、 Basic information of related parties
1. Basic information of both parties
① Beijing kangbang Technology Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Unified social credit Code: 91110108101193948n
Address: 4th floor, building 25, yard 8, Dongbeiwang West Road, Haidian District, Beijing
Registered capital: 226525 million yuan
Date of establishment: June 25, 1996
Business scope: technology development, technical consultation, technology promotion, technology transfer and technical services; Educational consultation; Cultural consultation; Arts and crafts design; Layout design of exhibition hall; Literary and artistic creation; Organize cultural and artistic exchange activities (excluding commercial performances); Undertake exhibition activities; Conference services; Computer animation design; Computer technology training; Computer system services; Basic software services; Application software services; Sales of computers, software and auxiliary equipment, communication equipment, mechanical equipment and electronic products; Construction project management; Radio and television program production.
(market entities shall independently choose business projects and carry out business activities according to law; radio and television program production and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and Municipal Industrial policies.)
Whether it is a dishonest executee: no
Relationship with the company: it is a wholly-owned subsidiary of the company (as of the disclosure date of this announcement, the company holds 100% of its equity).
② Beijing Chenguang Rongxin Technology Co., Ltd
Type: other limited liability companies
Unified social credit Code: 91110106ma01gha05y
Address: room s1123, first floor, building 1, No. 9, Keyuan Road, economic development zone, Daxing District, Beijing
Legal representative: Zhang Xuguang
Registered capital: 51.3 million yuan
Time of establishment: January 2, 2019
Business scope: technology development, consultation, service, transfer and promotion; Application software technology services; Sales of computer software and hardware and peripherals, electronic products, mechanical equipment; Production of computer software and hardware and peripherals, electronic products and electromechanical equipment (limited to production and business activities in other cities); Software development; Computer system integration; Operate telecommunication business and Internet information service. (market entities shall independently choose business items and carry out business activities according to law; operate telecommunications services, Internet information services and projects subject to approval according to law, and carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Whether it is a dishonest executee: no
Relationship with the company: Mr. Chi Yanming, the largest shareholder of the company, held 16.73% of the equity of Beijing Chenguang Rongxin enterprise management center (limited partnership), the largest shareholder of Chenguang Rongxin, before July 6, 2021. According to the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange, Chenguang Rongxin is an affiliated legal person of the company.
③ Beijing Chenguang rongxinchuang Technology Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Unified social credit Code: 91110302ma01wath30
Address: 402-2, floor 4, building 6, yard 8, KEGU 1st Street, Beijing Economic and Technological Development Zone, Beijing (Yizhuang group, high-end industrial area, Beijing Pilot Free Trade Zone)
Legal representative: Fang Weihang
Registered capital: 10 million yuan
Time of establishment: September 30, 2020
Business scope: technology development; Technology transfer; Technical services. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Whether it is a dishonest executee: no
Relationship with the company: Mr. Chi Yanming, the largest shareholder of the company, held 16.73% of the equity of Beijing Chenguang Rongxin enterprise management center (limited partnership), the largest shareholder of Chenguang Rongxin, before July 6, 2021. Chenguang Xinchuang is a wholly-owned subsidiary of Chenguang Rongxin. According to the relevant provisions of the rules for listing shares on the gem of Shenzhen Stock Exchange, Chenguang Xinchuang is an affiliated legal person of the company.
The company believes that the above related parties operate normally, have good credit status, have good performance ability, can perform the contract in daily transactions, and there is no major uncertainty in their performance ability.
3、 Main contents of related party transactions
(I) pricing policy and basis
The related party transactions between the company and the above related parties refer to the market fair price and take the "lischen Xinchuang product channel price system" unified by Chenguang Rongxin foreign dealers as the pricing basis.
（2） 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 and impact of related party transactions on the company
The above related party transactions are required for the normal operation and production of kangbang technology. They are based on the fair market price and follow the principles of fairness, impartiality and openness. There is no damage to the interests of the company and its shareholders. The company will not rely on related parties or affect the independence of the company.
5、 Decision making procedures and relevant opinions on related party transactions
(I) decision making procedures for related party transactions
The seventh meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors respectively considered and adopted the proposal on the estimation of the company's daily connected transaction amount in 2022. The independent directors approved the connected transaction in advance and issued their independent opinions with explicit consent.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
The company's daily connected transaction quota in 2022 is expected to meet the actual needs of the company's business development, the transaction matters comply with the market rules, the transaction pricing is fair, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders; Nor does it exist that directors take advantage of their position to seek business opportunities belonging to listed companies for themselves or others, and listed companies favor the interests of directors. The deliberation procedures of the company's daily related party transactions in 2022 comply with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions. The independent directors unanimously agreed to submit the proposal on the estimation of the company's daily connected transaction quota in 2022 to the board of directors of the company for deliberation.
2. Independent opinions of independent directors
The amount of daily connected transactions in 2022 is expected to meet the actual needs of the company's business development. The transaction is negotiated and priced according to the principle of market price. The transaction pricing is fair and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. The deliberation procedures of this transaction are legal and compliant. The independent directors unanimously agreed on the expected amount of the company's daily connected transactions in 2022.
(III) opinions of the board of supervisors
After review, the board of supervisors believes that the expected amount of the company's daily related party transactions in 2022 is based on the needs of the company's business development. The transactions are carried out on the basis of equal consultation between the related parties and in accordance with the market or the interest rate principle of the people's Bank of China for the same period. The transaction pricing is fair and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. The deliberation and decision-making procedures of the related party transactions are legal and effective. The board of supervisors unanimously agreed on the expected amount of the company's daily connected transactions in 2022.
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 5th board of directors;
2. Resolutions of the 4th meeting of the 5th board of supervisors;
3. Prior approval opinions of independent directors on relevant matters;
4. Independent opinions of independent directors on relevant matters.
It is hereby announced.
