Independent director of XueDa (Xiamen) Education Technology Group Co., Ltd
Proposal on the second meeting of the 10th board of directors of the company
Independent opinion of
XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as "the company") held the second meeting of the 10th board of directors on April 22, 2022. As an independent director of the company, in accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the rules for independent directors of listed companies The articles of association and other relevant provisions have reviewed and supervised the proposal of this board meeting. Based on independent and objective judgment, we hereby express the following independent opinions on relevant matters:
1、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
In accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies and other relevant provisions of the CSRC, in the spirit of being responsible to the company and all shareholders and seeking truth from facts, we have verified the occupation of the company's funds, external guarantees and other matters by the company's controlling shareholders and other related parties. We believe that:
1. During the reporting period, the company did not have any illegal external guarantee, nor did it have any illegal external guarantee that occurred in previous years and continued to the reporting period. Except that the company and its subsidiaries Xuecheng Century (Beijing) Information Technology Co., Ltd. and Tianjin Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Technology Co., Ltd. have provided joint and several liability guarantee for the bank credit of the wholly-owned subsidiary Beijing XueDa Information Technology Group Co., Ltd. after deliberation and approval by the board of directors and the general meeting of shareholders, no other external guarantee matters have occurred and no guarantee has been provided for shareholders, actual controllers and their related parties.
2. The company has no non operating occupation of the company's funds by controlling shareholders and other related parties; Business capital transactions are business transactions based on market principles.
2、 Independent opinions on the plan for profit distribution and conversion of provident fund into share capital in 2021
We believe that the 2021 profit distribution and provident fund to share capital plan prepared by the company complies with relevant laws and regulations, the company's development status and the articles of association, and there is no situation that damages the interests of the company's shareholders or minority shareholders. We agree with the 2021 profit distribution and provident fund to share capital plan and agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the 2021 internal control evaluation report
We have reviewed the company's internal control evaluation report in 2021 and believe that the company's internal control system meets the requirements of national laws and regulations and the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the internal control of listed companies; The company's internal control organization structure is perfect, the existing internal control system basically meets the needs of the company's strategic planning and business development, and the implementation of the internal control system is effective; The operation and management, related party transactions, external guarantee, external investment, information disclosure and other key control activities of the company's holding subsidiaries are carried out in accordance with laws and regulations, which can effectively prevent business risks.
We believe that the company's 2021 internal control evaluation report truly and objectively reflects the actual situation of the current company's internal control system construction, internal system implementation and supervision and management.
4、 Independent opinions on the 2021 annual deposit and use report of raised funds
After verification, we believe that the preparation of the 2021 annual deposit and use report of the company's raised funds complies with the provisions of relevant laws and regulations, truly and objectively reflects the deposit and use of the company's raised funds in 2021, and the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds.
5、 Independent opinions on the proposal on the change of the company's accounting policies
According to the latest accounting standards issued by the Ministry of finance, the company has made corresponding changes to the company's accounting policies, so that the company's accounting policies are consistent with the current national regulations, which is conducive to objectively and fairly reflect the company's financial status and operating results, and in line with the interests of the company and all shareholders. We believe that the decision-making procedures for the change of the company's accounting policies comply with the provisions of relevant laws, regulations and the articles of association, and do not damage the rights and interests of the company and all shareholders, especially minority shareholders. We agree with the change of the company's accounting policies.
6、 Independent opinions on the proposal on the company's provision for credit and asset impairment in 2021
The provision for credit and asset impairment of the company this time complies with and complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. The basis is sufficient, reflects the principle of accounting prudence, conforms to the actual situation of the company, and can more fairly reflect the financial situation of the company. The provision for credit and asset impairment this time does not involve profit manipulation and does not damage the interests of the company and minority shareholders. Therefore, we agree to the provision for credit and asset impairment this time.
7、 Independent opinions on the proposal on using idle raised funds for cash management
The company's use of temporarily idle raised funds with a maximum amount of no more than RMB 300 million for cash management this time complies with the company law, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations, as well as the articles of association and the measures for the management of raised funds of the company, which is conducive to improving the efficiency of the use of funds and increasing the income of funds, Obtain more return on investment for the company and shareholders, and there is no harm to the interests of all shareholders. We agree that the company will use the temporarily idle raised funds with a maximum amount of no more than RMB 300 million for cash management.
Independent directors: Wang Zhen, Zhang Yun, Yang Nong
April 22, 2022
