Securities code: Kaiyuan Education Technology Group Co.Ltd(300338) securities abbreviation: Kaiyuan Education Technology Group Co.Ltd(300338) Announcement No.: 2022013
Kaiyuan Education Technology Group Co.Ltd(300338)
Announcement on the daily connected transaction quota of the company in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are 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
Kaiyuan Education Technology Group Co.Ltd(300338) and its subsidiaries expect to have related party transactions with the related parties Changsha Kaiyuan Instrument Co., Ltd., general manager Zhao Jun and his spouse Wang Linlin, and Guangzhou Catering Service Co., Ltd. with a total amount of no more than 1.3 million yuan in 2022. Shareholder Luo Jianwen and his affiliates, chairman Jiang Yong, general manager Zhao Jun and his affiliates abstained from voting on this proposal, and independent directors are required to give prior approval and independent opinions on this connected transaction.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of the small and medium-sized board of Shenzhen Stock Exchange and the articles of association, the estimated amount of this connected transaction does not meet the standard for submission to the general meeting of shareholders for deliberation, so it is not necessary to submit it to the general meeting of shareholders for deliberation. (II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions related party transactions are expected to be disclosed as of 2022. The pricing principle of related party transactions of the last year’s distribution category and the upper limit of the amount incurred on the date of calculating the transaction amount
Purchase goods from the related party Guangzhou Catering Service Co., Ltd. at the price of 40.00 5.54 22.02
Subtotal of and services 40.00 5.54 22.02
Charge the related party Changsha Kaiyuan Instrument Co., Ltd. the management fee of the commodity sales department at the negotiated price of 60.00 6.00 47.22 during the transition period
And provision of services subtotal 60.00 6.00 47.22
Related parties rent Zhao Jun and Wang Linlin. The market price is 30.00 8.40 25.20
Subtotal of lease 30.00 8.40 25.20
Total 130.00 19.94 94.44
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual amount of related party transactions in 2021 actual amount category of related party related party transactions the estimated amount of inter content related party transactions in the proportion of similar businesses to the estimated amount (%) difference (%)
Guangzhou catering service 22.02 40.00 0.26% – 44.96% to related party Co., Ltd
Purchase commodity credit Internet Education Technology receiving labor service 34.62 0.00 0.40% 100.00% and service (Beijing) Co., Ltd
Subtotal 56.64 40.00 41.59%
Collect 47.22 200.00 100.00% – 76.39% of the management fees set by the company selling goods from the related party Changsha Kaiyuan Instrument Co., Ltd
And service provision subtotal 47.22 200.00 – 76.39%
Related parties rent Zhao Jun and Wang Linlin 25.20 30.00 0.18% – 16.00%
Subtotal of lease 25.20 30.00 – 16.00%
Total 129.06 270.00 – 52.20%
See http / / www.cninfo.com for the forecast of 2021（ http://www.cn.info.com.cn. ）Announcement on prediction of daily connected transactions in 2021 (Announcement No.: 2021028).
2、 Introduction of related parties and basic information of related relationships
(I) Changsha Kaiyuan Instrument Co., Ltd
1. Basic information
Company name: Changsha Kaiyuan Instrument Co., Ltd
Legal representative: Luo Jianwen
Registered capital: 40 million yuan
Address: liangtang East Road, Xingsha industrial base (Changlong Street), Changsha Economic and Technological Development Zone, Hunan Province
1259 R & D building 101
Business scope: R & D, production, sales, operation, after-sales service and repair of instruments and meters; Manufacturing of special instruments, general instruments and intelligent equipment; Research and development of intelligent technology and electromechanical products; electromechanical
Construction of housing construction projects and power projects; Coal detection; Food testing services; Electromechanical production and processing; Repair and maintenance services of electromechanical equipment; Installation and commissioning services of instruments and equipment; Intelligent installation engineering services; Trade advisory services; Basic software development; Repair of special equipment; Intelligent technical services; Information system integration service; Information technology consulting services; Energy technology consulting services; Information processing and storage support services; Design, development and maintenance of power information system; Electronic automation engineering installation services; get accommodation; Medium sized catering; Conference services; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Vocational skill appraisal; Talent training; General contracting of mechanical and electrical engineering; Professional contracting of electromechanical equipment installation engineering; Professional contracting of electronic and intelligent engineering. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Association relationship
Changsha Kaiyuan Instrument Co., Ltd. is controlled by Mr. Luo Jianwen. Meanwhile, the actual controller of Kaiyuan Education Technology Group Co.Ltd(300338) (formerly known as Changsha Kaiyuan Instrument Co., Ltd.) is Mr. Luo Jianwen before September 21, 2020. After September 22, 2020, the actual controller is changed from Mr. Luo Jianwen to Mr. Jiang Yong, and Mr. Luo Jianwen is still more than 5% of the shareholders of Kaiyuan Education Technology Group Co.Ltd(300338) before January 6, 2021. According to the regulations on affiliated legal persons in the stock listing rules of Shenzhen Stock Exchange, Changsha Kaiyuan Instrument Co., Ltd. forms an affiliated relationship with the company.
3. Performance capability analysis
Changsha Kaiyuan Instrument Co., Ltd. has normal operation, good financial condition, high market reputation and performance ability.
(II) Mr. and Mrs. Zhao Jun and Wang Linlin
Zhaojun, male, ID card No.: 371324197917, address: No. Fengcun, Changcheng Town, Cangshan County, Shandong Province, is a shareholder of the company and serves as the general manager of the company.
Wanglinlin, female, ID card No.: 211005197926, address: No. , beneficiation Road, Gongchangling District, Liaoyang City, Liaoning Province, is the spouse of Zhaojun, the general manager of the company.
(III) Guangzhou Foodway Catering Service Co., Ltd
1. Basic information
Company name: Guangzhou Foodway Catering Service Co., Ltd
Legal representative: Luo Liangliang
Registered capital: 100000 yuan
Address: floor 1, building 2, Tongguling Industrial Zone, No. 4, Taixing Road, Yongping street, Baiyun District, Guangzhou
Business scope: Chinese food service; Production and sale of hot and cold drinks; Catering management; hotel management;
2. Association relationship
Guangzhou Foodway Catering Service Co., Ltd. is a company with significant influence from shareholder Jiang Yong. According to the provisions on affiliated legal persons in the stock listing rules of Shenzhen Stock Exchange, Guangzhou Foodway Catering Service Co., Ltd. forms an affiliated relationship with the company.
3. Performance capability analysis
Guangzhou Catering Service Co., Ltd. is in normal operation, good financial condition, high market reputation and has the ability to perform the contract. 3、 Pricing basis of transaction and signing of agreement
1. Pricing policy and basis
The pricing policy and basis of the company’s daily connected transactions shall be based on the principle of fairness and justice, and the market fair price shall be taken as the pricing basis. All parties to the transaction shall sign the transaction agreement based on the principles of voluntariness, equality and mutual benefit. The transaction price shall be calculated according to the agreed price and the actual transaction quantity. The payment arrangement and settlement method shall refer to the industry recognized standards or the contract.
2. Signing of related party transaction agreement
The specific related party transaction agreement shall be signed when the actual business occurs. 4、 Purpose of related party transactions and its impact on Listed Companies
The related party transactions between the above related parties and the company belong to normal business activities and are required by the company’s daily production and operation. The related party transactions of both parties have no significant impact on the company’s operating performance and independence, and the company’s main business does not rely on the related parties due to such transactions. The above-mentioned connected transactions are priced according to the market price. The pricing basis is sufficient, the price is fair and reasonable, and there is no behavior damaging the interests of the listed company. 5、 Opinions of independent directors
(I) prior approval opinions of independent directors on related party transactions of the company
We have carefully reviewed the proposal on the amount of daily connected transactions of the company in 2022 submitted by the company, understood the background of relevant connected transactions, and believed that relevant connected transactions have a positive impact on the daily production and operation of the company and its subsidiaries, and there is no damage to the interests of the company, its subsidiaries and its shareholders. We will discuss it at the 23rd Meeting of the board of directors.
(II) independent opinions of independent directors on relevant matters
The company’s daily related party transactions in 2022 are expected to comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and the articles of association. There is no situation that damages the interests of the company, subsidiaries and shareholders of the company, and there is no possibility that the main business of the company and subsidiaries will rely on or be controlled by related parties due to related party transactions. The independent directors have no objection to the company’s daily connected transaction quota in 2022. The amount of this connected transaction does not meet the standard for submission to the general meeting of shareholders for deliberation, so it is not necessary to submit it to the general meeting of shareholders for deliberation. 6、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 4th board of directors;
2. Prior approval opinions of independent directors on matters related to the 23rd Meeting of the Fourth Board of directors; 3. Independent opinions of independent directors on matters related to the 23rd Meeting of the Fourth Board of directors.
It is hereby announced.
Kaiyuan Education Technology Group Co.Ltd(300338) board of directors April 29, 2022
