XueDa (Xiamen) Education Technology Group Co., Ltd
Simplified equity change report (Updated)
Name of listed company: XueDa (Xiamen) Education Technology Group Co., Ltd. stock listing place: Shenzhen Stock Exchange Stock abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Stock Code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) SZ information disclosure obligor Name: Tsinghua University Address: Tsinghua Park, Haidian District, Beijing mailing address: Tsinghua Park, Haidian District, Beijing nature of equity change: reduction of shares
Date of signature: April 25, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this report in accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by public securities companies No. 15 – Report on changes in equity and other relevant laws, regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by public securities companies No. 15 – Report on changes in equity, this report has fully disclosed the changes in shares in which the information disclosure obligor has interests in XueDa (Xiamen) Education Technology Group Co., Ltd.
4、 As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its equity shares in XueDa (Xiamen) Education Technology Group Co., Ltd. by any other means.
5、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that Section 1 interpretation Section 2 Introduction to information disclosure obligors Section III purpose of equity change Section IV equity change method Section 5 trading of shares of Listed Companies in the first six months Section VI other major matters Section 7 documents for future reference 13. The disclosure obligor declares that 14 schedule sixteen
Section I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows in this report:
Listed company / Xueda (Xiamen) Education Technology Group Co.Ltd(000526) refers to XueDa (Xiamen) Education Technology Group Co., Ltd
Information disclosure obligor refers to Tsinghua University
SASAC of Sichuan Province refers to the state owned assets supervision and Administration Commission of Sichuan provincial government
Sichuan energy investment refers to Sichuan Energy Investment Group Co., Ltd
The transferred object refers to the 100% equity of Tsinghua Holdings Co., Ltd. held by Tsinghua University
Tsinghua holdings refers to Tsinghua Holdings Co., Ltd
Ziguang group refers to Ziguang Group Co., Ltd
Agreement on free transfer of state-owned property rights refers to the agreement on free transfer of state-owned property rights between Tsinghua University and Sichuan Energy Investment Group Co., Ltd
The supplementary agreement to the agreement on free transfer of state-owned property rights refers to the discussion on the supplementary agreement to the agreement on free transfer of state-owned property rights
Ministry of education means the Ministry of education of the people’s Republic of China
Ministry of finance means the Ministry of finance of the people’s Republic of China
Beijing No. 1 Intermediate People’s court refers to the first intermediate people’s Court of Beijing Municipality
Reorganization plan refers to the reorganization plan for the substantive merger and reorganization of seven enterprises including Ziguang Group Co., Ltd. approved by the first intermediate people’s Court of Beijing
Tsinghua University transferred 100% of Tsinghua holding shares held by Tsinghua University in the form of free transfer in accordance with the agreement on free transfer of state-owned property rights and the supplementary agreement to the agreement on free transfer of state-owned property rights
This equity change refers to that Tsinghua University no longer indirectly holds shares of listed companies due to this transfer
This report refers to the simplified equity change report (update) of XueDa (Xiamen) Education Technology Group Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor (I) basic information
Tsinghua University
Registered address: Qinghua garden, Haidian District, Beijing
Legal representative: Wang Xiqin
The start-up capital is 184219 million yuan
Unified social credit code 121 Shenzhen Guohua Network Security Technology Co.Ltd(000004) Shenzhen Zhenye(Group)Co.Ltd(000006) 24d
Institutional institutions
Cultivate talents with higher academic qualifications and promote the development of science, technology and culture. Philosophy, economics, law, literature, history, science, engineering, medicine, management, art, purpose and business scope of undergraduate, master’s and doctoral degree education, master’s and doctoral degree education, post doctoral education, related scientific research, continuing education Professional training and academic exchange
(II) information about the principal of the information disclosure obligor
The basic information of the main leaders of Tsinghua University is as follows:
Name Gender nationality permanent residence other country or location position
Right of permanent residence
Wang Xiqin, male, no headmaster in Beijing, China
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the shares in which the information disclosure obligor has interests in other domestic and overseas listed companies have reached or exceeded 5% of the issued shares of the company are as follows:
Serial number securities abbreviation securities code direct and indirect shareholding ratio
1 Unisplendour Corporation Limited(000938) Unisplendour Corporation Limited(000938) . SZ 48.48%
2 Chengzhi Co.Ltd(000990) Chengzhi Co.Ltd(000990) . SZ 15.30%
3 Tsinghua Tongfang Co.Ltd(600100) Tsinghua Tongfang Co.Ltd(600100) . SH 6.28%
Serial number and indirect stock code
4 Beijing Global Safety Technology Co.Ltd(300523) Beijing Global Safety Technology Co.Ltd(300523) . SZ 8.16%
5 Tus Environmental Science And Technology Development Co.Ltd(000826) Tus Environmental Science And Technology Development Co.Ltd(000826) . SZ 7.97%
6 Unigroup Guoxin Microelectronics Co.Ltd(002049) Unigroup Guoxin Microelectronics Co.Ltd(002049) . SZ 32.39%
7 Shenzhen Chipscreen Biosciences Co.Ltd(688321) Shenzhen Chipscreen Biosciences Co.Ltd(688321) . SH 10.45%
Note: as of the signing date of this report, the information disclosure obligor holds 100% equity of Tsinghua holdings, and Tsinghua holdings holds 51% equity of Ziguang group (according to the reorganization plan of Ziguang group approved by the first intermediate people’s Court of Beijing, all 51% equity of Ziguang group held by Tsinghua Holdings will be adjusted to zero. At present, the reorganization plan is in the implementation stage, and the equity change registration formalities have not been completed). The information disclosure obligor passes Tsinghua holdings Ziguang group and its subsidiaries indirectly hold Unisplendour Corporation Limited(000938) , Unigroup Guoxin Microelectronics Co.Ltd(002049) , Xueda (Xiamen) Education Technology Group Co.Ltd(000526) and Tsinghua Tongfang Co.Ltd(600100) related shares.
Section III purpose of equity change
1、 Purpose of this equity change
In order to implement the major decisions and arrangements of the CPC Central Committee and the State Council on the system reform of enterprises affiliated to colleges and universities, according to the requirements of the documents of the Ministry of education and the Ministry of Finance on the system reform of enterprises affiliated to colleges and universities, Tsinghua University and Sichuan energy investment signed the agreement on the free transfer of state-owned property rights on December 10, 2021; In order to comprehensively strengthen the strategic cooperation between Tsinghua University and Sichuan Province, the free transfer mode and implementation arrangement have been adjusted appropriately. On April 18, 2022, Tsinghua University signed the supplementary agreement to the free transfer agreement of state-owned property rights with Sichuan SASAC and Sichuan energy investment, transferring its 100% equity of Tsinghua Holdings to Sichuan SASAC free of charge, so as to realize the system reform of university owned enterprises. 2、 Shareholding plan of information disclosure obligor in the next 12 months
After this free transfer, the information disclosure obligor will no longer directly or indirectly hold the shares of the listed company.
As of the signing date of this report, the information disclosure obligor has no plan to purchase or dispose of the shares of the listed company in the next 12 months.
Section IV changes in equity
1、 Information disclosure obligors’ rights and interests in Listed Companies
Before this equity change, the information disclosure obligor held 100% equity of Tsinghua holdings, and Tsinghua holdings held 51% equity of Ziguang group. Ziguang group and its wholly-owned subsidiaries Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd. and Beijing Ziguang Communication Technology Group Co., Ltd. held 2101181 shares, 15000000 shares and 4950438 shares of listed companies respectively, with a total of 22051619 shares of listed companies, Accounting for 18.73% of the total share capital of listed companies.
On January 14, 2022, the first intermediate people’s Court of Beijing ruled to approve the reorganization plan of the substantive merger and reorganization of seven enterprises including Ziguang group, and terminate the reorganization procedures of seven enterprises including Ziguang group. According to the restructuring plan, the 51% equity of Ziguang group held by Tsinghua holdings will be adjusted to zero. After the adjustment, Tsinghua holdings will no longer hold the equity of Ziguang group; The Zhilu Jianguang consortium composed of Beijing Zhilu Asset Management Co., Ltd. and Beijing Jianguang Asset Management Co., Ltd. as the lead party is the strategic investor for the substantive merger and reorganization of seven enterprises such as Ziguang group. 100% of the equity of Ziguang group is finally held by the Zhilu Jianguang consortium. At present, seven enterprises including Ziguang group are in the implementation period of the reorganization plan. This transfer will not affect the implementation of the reorganization plan of the substantive merger and reorganization of seven enterprises including Ziguang group.
After this equity change, the information disclosure obligor will no longer directly or indirectly hold the shares of the listed company. This free transfer will not lead to changes in the controlling shareholders and actual controllers of the listed company. 2、 The main contents of the agreement related to this equity change (I) agreement on free transfer of state-owned property rights
1. Signing parties
The agreement on free transfer of state-owned property rights was signed by Party A and Party B in Beijing on December 10, 2021.
Party A (transferor): Tsinghua University
Party B (transfer in party): Sichuan energy investment
2. Transfer target and transfer base date
(1) The subject of this transfer is the 100% equity of Tsinghua holdings held by Party A.
(2) The benchmark date of this free transfer is December 31, 2021.
3. Employee placement
This transfer does not involve employee resettlement.
4. Commitment of creditor’s rights and debts
This transfer does not involve the adjustment of creditor’s rights and debt relations. The creditor’s rights and debts of Tsinghua holdings shall be enjoyed and borne by Tsinghua holdings according to law.
5. Effective conditions of the agreement
This Agreement shall come into force only after the following conditions are met simultaneously:
(1) This agreement is signed and sealed by the legal representatives or their authorized representatives of both parties;
(2) The equity transfer was approved by the Ministry of education;
(3) Sichuan SASAC approved Party B to receive 100% equity of the target company. (II) supplementary agreement to the agreement on free transfer of state-owned property rights
April 2022
