About XueDa (Xiamen) Education Technology Group Co., Ltd
Verification opinions on extension of loan agreement and related party transactions
China Post Securities Co., Ltd. (hereinafter referred to as "China Post securities" or "sponsor") as a sponsor of Xueda (Xiamen) Education Technology Group Co.Ltd(000526) (hereinafter referred to as " Xueda (Xiamen) Education Technology Group Co.Ltd(000526) ", "listed company" or "company") for continuous supervision of non-public issuance of A-share shares, in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange, etc, The related party transactions between the company and Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd. (hereinafter referred to as "Ziguang Zhuoyuan") (hereinafter referred to as "this related party transaction") have been verified. The details are as follows:
1、 Overview of signing extension agreement II and related party transactions
1. The company plans to sign the extension agreement II with Ziguang Zhuoyuan and Xinxin factoring, agreeing to continue to extend the principal of RMB 1.115 billion and the corresponding interest to the company. The term of the extended loan is from April 1, 2022 to September 30, 2023, and the interest rate of the extended loan is 4.35% / year.
2. Ziguang Zhuoyuan is a shareholder holding more than 5% of the company's shares. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a related party transaction, and the related party transaction involves the subject matter of renewed loan principal and interest.
3. On March 31, 2022, the company held the 32nd meeting of the 9th board of directors to consider the proposal on signing the extension agreement II and related party transactions. The proposal was considered and approved by the meeting with 6 votes in favor, 0 votes against and 0 abstentions. Mr. Wu Shengwu, the director of the company, was an affiliated director because he served in Ziguang Zhuoyuan controlling shareholder Ziguang Group Co., Ltd., so he avoided voting on the proposal. The independent directors of the company have approved the related party transactions in advance and expressed independent opinions. This transaction is subject to the approval of the general meeting of shareholders of the company, and the related parties interested in the related party transaction will withdraw from voting.
4. The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, do not constitute a reorganization and listing, and do not need to be approved by relevant departments.
2、 Basic information of counterparty
(I) Ziguang Zhuoyuan
1. Basic information
Company name: Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd
Date of establishment: November 12, 2014
Address: No. 2-07, building 2, Lhasa Kangda Auto Trade City yard, No. 158 Jinzhu West Road, Lhasa
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Main office location: No. 2-07, building 2, Lhasa Kangda Auto Trade City yard, No. 158 Jinzhu West Road, Lhasa
Legal representative: Qiao Zhicheng
Registered capital: 30 million yuan
Unified social credit Code: 915400913235546x5
Business scope: equity investment (not engaged in guarantee and real estate business; not allowed to absorb public deposits, issue loans, or operate financial products, financial products and related derivative businesses); Engaging in equity investment in unlisted enterprises; Holding shares of listed companies for investment by means of subscribing for non-public shares or transferring equity; Investment management (excluding finance and brokerage business; not allowed to absorb public deposits, issue loans, operate financial products, financial products and related derivative businesses) (for projects that need to be approved according to law, such projects can be operated only after being approved by relevant departments).
Shareholders: Ziguang Zhuoyuan is a wholly-owned subsidiary of Ziguang Group Co., Ltd.
2. Main financial indicators
In 2021, the total operating revenue of Ziguang Zhuoyuan was 0 million yuan and the net profit was - 92.95 million yuan; As of December 31, 2021, the total assets of Ziguang Zhuoyuan were RMB 213.68 million and the net assets were RMB -11.28 million. (the above data are the unaudited data of Ziguang Zhuoyuan monomer statement)
3. Association description
Since Ziguang Zhuoyuan is the shareholder holding more than 5% of the company's shares, according to the relevant provisions of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Ziguang Zhuoyuan is the related party of the company, and this transaction constitutes a related party transaction. As of the disclosure date of this announcement, the equity relationship between Ziguang Zhuoyuan and the company is as follows:
4. After inquiry, ziguangzhuo is far from being the executee of dishonesty.
(II) Xinxin factoring (Shenzhen)
Company name: Xinxin commercial factoring (Shenzhen) Co., Ltd
Date of establishment: December 12, 2016
Address: 4001, block a, building 2, Shenzhen Bay innovation and technology center, No. 3156, Keyuan South Road, high tech community, Yuehai street, Nanshan District, Shenzhen
Type: limited liability company (sole proprietorship of legal person)
Legal representative: Kong Lingyi
Registered capital: 100 million yuan
Unified social credit Code: 91440300ma5dqg0y1h
Business scope: general business items are: guaranteed payment agency (non bank financing); Investment consulting and enterprise management consulting (the above items do not include restricted items); Engage in guarantee business (excluding financing guarantee business and other restricted projects); supply chain management; Engage in online business activities and Chinese trade (excluding franchised, controlled and franchised goods); Operate import and export business (except for items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholders: Xinxin factoring (Shenzhen) is a wholly-owned subsidiary of Xinxin financial leasing (Shenzhen) Co., Ltd.
Xinxin factoring (Shenzhen) is not an affiliated legal person of the company.
(III) Xinxin factoring (Tianjin)
Company name: Xinxin commercial factoring (Tianjin) Co., Ltd
Date of establishment: January 24, 2018
Domicile: building 2-5 and 6-608, Minghai center, No. 200 Leshan Road, Tianjin pilot free trade zone (Dongjiang Bonded Port Area), type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Legal representative: Kong Lingyi
Registered capital: 300 million yuan
Unified social credit Code: 91120118ma069u5u0e
Business scope: providing trade financing by way of transferring accounts receivable; Collection and payment settlement, management and collection of accounts receivable; Sales ledger management; Customer credit investigation and evaluation; Relevant consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholders: Xinxin factoring (Tianjin) is a wholly-owned subsidiary of Xinxin Financial Leasing Co., Ltd.
Xinxin factoring (Tianjin) is not an affiliated legal person of the company.
3、 Basic information of transaction object
The subject matter of this transaction is the creditor's rights of the loan principal (totaling RMB 1.115 billion) and corresponding interest that continue to be extended.
4、 Pricing policy and basis of transaction
The interest rate involved in the renewal of this loan is the interest rate agreed in the extended loan contract (IV), which is 4.35% / year, and will not be adjusted with the adjustment of the benchmark interest rate of the same loan of the people's Bank of China in the same period.
5、 Main contents of extension agreement II
Party A: Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd
Party B: XueDa (Xiamen) Education Technology Group Co., Ltd
Party C: Xinxin commercial factoring (Shenzhen) Co., Ltd
Party C 2: Xinxin commercial factoring (Tianjin) Co., Ltd
(in this agreement, Party C 1 and Party C 2 are collectively referred to as "Party C", Party A, Party B and Party C are individually referred to as "party" or "parties" and collectively referred to as "three parties".)
Whereas:
1. On April 29, 2020, on the basis of consensus, Party A and Party B signed the loan extension contract (IV) on the extension of the loan provided by Party A to Party B. both parties agreed that the extended loan amount was RMB 1.545 billion, the extended loan period was from May 24, 2020 to May 23, 2021, and the extended loan interest rate was 4.35% / year.
2. In order to supplement its own working capital needs, Party A and Party C signed the China commercial factoring contract (Contract No.: sinoiclszbl2020d04y001-f-01, hereinafter referred to as "factoring contract I") and the accounts receivable pledge contract (Contract No.: sinoiclszbl2020d04y001-m-01), and agreed that Party C would give Party A a a factoring financing limit with a total amount of no more than 500 million yuan, Party A transfers its creditor's rights of 600 million yuan of accounts receivable under the loan extension contract (IV) to Party C-1, and pledges its creditor's rights of 300 million yuan of accounts receivable under the loan extension contract (IV) to Party C-1.
3. In order to supplement its own working capital, Party A and Party C signed China commercial factoring contract (Contract No.: sinoicltjbl2020d04y002-f-01, hereinafter referred to as "factoring contract II") and accounts receivable pledge contract (Contract No.: sinoicltjbl2020d04y002-m-01). It is agreed that Party C will provide Party A with a factoring financing limit with a total amount of no more than 350 million yuan, Party A will transfer its creditor's rights of 445 million yuan of accounts receivable under the loan extension contract (IV) to Party C II, and pledge its creditor's rights of 200 million yuan of accounts receivable under the loan extension contract (IV) to Party C II.
4. On June 7, 2021, Party A, Party B and Party C signed the extension agreement to extend the relevant loans. The extended loan period is from May 24, 2021 to March 31, 2022, and the extended loan interest rate is 4.35% / year.
After friendly negotiation, the parties have reached the following agreement on the extension and arrangement of relevant agreements:
1. The parties agree and confirm that Party A will continue to extend the term of the creditor's rights that Party A has not transferred to Party C to Party B from April 1, 2022 to September 30, 2023. The interest rate of the extended loan shall follow the interest rate agreed in the extended loan contract (IV) and shall not be adjusted with the adjustment of the benchmark interest rate of the same loan of the people's Bank of China in the same period. Before the expiration of the extension period, the extension can be continued through consensus.
2. The parties agree and confirm that Party A and Party C extend the term of the creditor's rights with the total principal amount of 84045750000 yuan and corresponding interest transferred by Party C to Party B from April 1, 2022 to September 30, 2023. The interest rate of the extended loan shall follow the interest rate agreed in the extended loan contract (IV) and shall not be adjusted with the adjustment of the benchmark interest rate of the same loan of the people's Bank of China in the same period. Before the expiration of the extension period, the extension can be continued through consensus.
3. Party A and Party B promise and guarantee that the relevant extension matters agreed in this agreement will not affect or derogate from any rights enjoyed by Party C in accordance with laws and regulations, factoring contract and reorganization plan.
4. All disputes related to this Agreement shall first be settled through friendly negotiation. If no settlement can be reached through negotiation, either party has the right to bring a lawsuit to the court. All expenses incurred in the litigation (including court fees, lawyer fees, execution fees and other relevant expenses) shall be borne by the losing party.
5. Each party undertakes that it has the legal and effective legal subject qualification, has gone through its internal approval procedures for this agreement in accordance with the applicable effective laws, and has obtained all necessary authorizations or approvals. This Agreement shall come into force after being sealed by both parties.
6. This agreement is made in OCTUPLICATE, with each party holding two copies, each of which has the same legal effect.
6、 Purpose of this transaction and its impact on the company
The renewal of the loan is the joint support of the company's shareholder Ziguang Zhuoyuan and factoring Xinxin factoring, which is conducive to the sustainable and stable development of the company. The interest rate of the loan renewed is fair and the contract terms are fair. Before the expiration of the extension period, the extension can be continued through consensus, without damaging the interests of the company and other shareholders, especially minority shareholders.
7、 Cumulative related party transactions
From the beginning of 2022 to the disclosure date, due to the performance of the extension agreement, the company accrued interest on Ziguang Zhuoyuan of about 119644 million yuan. In addition to the related party transactions involved in this transaction and the above-mentioned extension agreement, the total amount of other related party transactions between the company and the related party Ziguang Zhuoyuan from the beginning of 2022 to the disclosure date is 0 million.
8、 Review procedures and relevant opinions on related party transactions
(I) deliberations of the board of directors
The company held the 32nd meeting of the 9th board of directors on March 31, 2022, which was deliberated and adopted
The proposal on the company signing the extension agreement II and related party transactions agreed that the company signed the extension agreement II with Ziguang Zhuoyuan and Xinxin factoring. Among them, Mr. Wu Shengwu, a related director, avoided voting on this proposal. This related party transaction still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) prior approval and independent opinions of independent directors
This related party transaction has been approved in advance by the independent directors of the company, Mr. Li Yuanxu, Mr. Wang Zhen and Mr. Zhang Yun, and agreed to submit the related party transaction proposal to the 32nd meeting of the ninth board of directors for deliberation. For the above-mentioned related party transactions, the independent directors of the company issued the following independent opinions: the interest rate of the renewed loan is fair, the contract content complies with the general commercial terms, and there is no situation that damages the interests of the company's shareholders, especially the minority shareholders; The related proposals of this related party transaction are submitted to the board of directors of the company for deliberation after being approved in advance by the independent directors. The voting procedures of the board of directors of the company on this related party transaction comply with the provisions of relevant laws and regulations and the articles of association, and the related directors avoid voting on this proposal. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Opinions of the sponsor
After verification, the sponsor believes that the extension of the loan agreement and related party transactions of the company have been deliberated and approved at the 32nd meeting of the ninth board of directors of the company. The related directors of the company avoided voting when deliberating the related party transactions at the meeting of the board of directors, and the independent directors expressed their independent opinions with explicit consent, which must be submitted to the general meeting of shareholders of the company for deliberation and approval.
Necessary decision-making procedures have been performed for this connected transaction, which complies with relevant national laws and regulations and the relevant provisions of the company's articles of association. This connected transaction is conducive to ensuring the sustainable and stable development of the company. The interest rate of the renewed loan is fair and the terms of the contract are fair, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
In conclusion, the recommendation institution has no objection to the company's related party transactions.
(no positive below)
