Anxin Securities Co., Ltd
About Shanghai Action Education Technology Co.Ltd(605098)
Special verification opinions on the deposit and use of raised funds in 2021
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" and "sponsor") as the sponsor of Shanghai Action Education Technology Co.Ltd(605098) (hereinafter referred to as " Shanghai Action Education Technology Co.Ltd(605098) " and "the company") for the initial public offering and listing of shares, in accordance with the law on the administration of securities Issuance and listing sponsor business The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), the stock listing rules of Shanghai Stock Exchange and other relevant provisions have carefully verified the deposit and use of raised funds in Shanghai Action Education Technology Co.Ltd(605098) 2021, The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
With the approval of the reply on approving Shanghai Action Education Technology Co.Ltd(605098) initial public offering of shares (zjxk [2021] No. 203) of China Securities Regulatory Commission and the consent of Shanghai Stock Exchange, the company issued 21090000 ordinary shares (A shares) to the public for the first time, with an issue price of 27.58 yuan per share and a total raised capital of 58166220000 yuan, According to relevant regulations, after deducting various issuance expenses of RMB 6619457624, the actually available raised funds are RMB 51546762376. All the raised funds were in place on April 12, 2021. Ernst & Young Huaming Certified Public Accountants (special general partnership) verified and issued the capital verification report (Ernst & Young Huaming (2021) Yan Zi No. 61448903b01). The company has stored the raised funds in a special account.
(II) use and balance of raised funds
In 2021, the use and balance of Shanghai Action Education Technology Co.Ltd(605098) raised funds are as follows:
Unit: Yuan
Project amount
Total raised funds 58166220000
Less: Tax inclusive recommendation and underwriting fees of securities companies 4527933524
The total amount of raised funds received is 53638286476
Less: amount of 2091524100 other issuance expenses including tax paid during the period from April 1, 2021 to December 31, 2021
Less: amount of 53110000 raised funds invested during the period from April 1, 2021 to December 31, 2021
Plus: interest income deducting 845 Mianyang Fulin Precision Co.Ltd(300432) handling charge from April 1, 2021 to December 31, 2021
The balance of raised funds on December 31, 2021 was 52338952808
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of the company's raised funds, give full play to their effectiveness, ensure that the projects raised funds achieve production and efficiency as soon as possible, and protect the interests of investors to the greatest extent, In accordance with the provisions and requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant laws, regulations and regulatory documents, and in combination with the actual situation of the company, The management system of raised funds of Shanghai Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. (hereinafter referred to as the "management system of raised funds") has been formulated. According to the requirements of the raised funds management system and in combination with the company's business needs, the company implements a special account storage system for the raised funds.
On April 12, 2021, the company and Anxin Securities Co., Ltd. signed a tripartite supervision agreement on the storage of special account for raised funds with Bank Of Ningbo Co.Ltd(002142) Shanghai Minhang sub branch and Hongqiao Business District sub branch of Shanghai Rural Commercial Bank. There is no significant difference between the above tripartite supervision agreement and the model tripartite supervision agreement of Shanghai Stock Exchange.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Unit: 10000 yuan
Closing balance of raised funds
Company name: special account for raised funds of deposit bank
Gold investment project (including interest)
7005012200044018183.49 intelligent management training 70050122000484836
Bank Of Ningbo Co.Ltd(002142) Shanghai 4430000 Shanghai Action Education Technology Co.Ltd(605098) training base construction (time deposit)
Minhang sub branch
Project 82070004574
200000 (7-day call deposit)
50131 Anhui Huamao Textile Company Limited(000850) 8164823555.47 action Mu Tezhi Shanghai Agricultural and Commercial Bank Hong
Shanghai Action Education Technology Co.Ltd(605098) 50131 Wuliangye Yibin Co.Ltd(000858) 375073
Treasury construction project bridge business district sub branch 240000 (certificate of deposit)
Total 5233895
Note: 70050122000484836, 70050122000482574 and 50131 Wuliangye Yibin Co.Ltd(000858) 375073 in the above accounts are accounts opened by the company according to relevant decision-making procedures for cash management of raised funds.
3、 Actual use of raised funds this year
(I) use of raised funds
For the actual use of the company's raised funds in 2021, see "Annex 1 comparison table of the use of raised funds" in this verification opinion.
(II) early investment and replacement of raised investment projects
As of December 31, 2021, the company has no replacement of raised funds invested in advance with self raised funds.
(III) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company did not temporarily supplement working capital with idle raised funds.
(IV) cash management of idle raised funds and investment in related products
On May 7, 2021, the company held the 18th meeting of the third board of directors and the 10th meeting of the third board of supervisors, which respectively deliberated and adopted the proposal on cash management with temporarily idle raised funds, and the independent directors and the board of supervisors of the company respectively expressed clear agreement, It is agreed that the company will use the idle raised funds of no more than 500 million yuan for cash management without affecting the construction and normal operation of the company's raised investment projects. The service life will not exceed 12 months from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2021. It can be recycled and used within the validity period of the above quota and resolution, It is conducive to improving the use efficiency of raised funds, increasing the income of the company's cash assets and maximizing the interests of shareholders. The recommendation institution issued verification opinions.
4、 Change the use of funds for investment projects with raised funds
The company does not change the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, the company truthfully, accurately, completely and timely disclosed the deposit and actual use of the company's raised funds, and there was no violation of the management of raised funds. The company has faithfully fulfilled its obligation to disclose the investment direction and progress of the raised funds.
6、 Concluding comments on the special verification report issued by the recommendation institution on the deposit and use of the company's annual raised funds
After verification, the sponsor believes that: Shanghai Action Education Technology Co.Ltd(605098) the deposit and use of the raised funds in 2021 comply with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the measures for the management of the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and the company's management system for the raised funds According to the requirements of laws and regulations, the raised funds have been deposited and used in a special account, and the relevant procedures have been performed for the use of the raised funds. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
(no text below)
Annex 1: comparison table of use of raised funds
Unit: 10000 yuan
The total amount of raised funds is 5816622, and the total amount of raised funds invested in this year is 53.11
The total amount of funds raised for changing purposes is not applicable. The proportion of total funds raised for changing purposes is not applicable
The total investment projects that have been changed up to the end of the period have reached the feasible commitment investment projects, After adjustment of commitments including raised funds, the difference between the cumulative amount of commitments made in the current year as of the end of the period and the total amount of promised investment invested in the scheduled project as of the end of the period (3) = progress (%) Can be used to realize the expected major changes (e.g. (1) (2) (2) - (1) (4) = (2) / (1) daily benefits of the state)
Period
Intelligent management
Training base no
