China Post Securities Co., Ltd. (hereinafter referred to as "China Post securities" or "continuous supervision organization") serves as the continuous supervision organization of Xueda (Xiamen) Education Technology Group Co.Ltd(000526) (hereinafter referred to as " Xueda (Xiamen) Education Technology Group Co.Ltd(000526) " or "company") for non-public offering of shares in 2020,, In accordance with the provisions of relevant laws and regulations, such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, The matters of Xueda (Xiamen) Education Technology Group Co.Ltd(000526) using some idle raised funds for cash management have been verified, and the verification results are as follows:
With the approval of the reply on Approving the non-public development of shares of Xiamen Ziguang XueDa Co., Ltd. (zjxk [2020] No. 3384) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the company privately issued 21567602 RMB ordinary shares at an issue price of 38.53 yuan / share, and the total amount of raised funds was 8309970506 yuan. After deducting the issuance expenses of 868522794 yuan, The net amount of funds actually raised was 82231447712 yuan.
The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and issued the capital verification report of non-public development bank RMB common shares (A shares) of Xiamen Ziguang XueDa Co., Ltd. (Dahua Yanzi [2021] No. 000095). The company has opened a special account for the raised funds, implemented a special account for the storage of the raised funds, signed a supervision agreement on the storage of the raised funds with the sponsor and the commercial bank storing the raised funds, and will strictly follow the provisions of the company's raised funds management system and ensure the special use of the raised funds in accordance with the use plan of the raised funds.
According to the plan for non-public development of A-Shares of Xiamen Ziguang XueDa Co., Ltd. (Revised Draft) and the actual situation of the issuance, the funds raised by the company in this non-public offering will be invested in the following projects after deducting the issuance expenses: unit: 10000 yuan
No. project name estimated total investment amount of raised funds to be used
1 teaching network construction project 47342032339876
2. Teaching network transformation and optimization project 33430 Brother Enterprises Holding Co.Ltd(002562) 286
3 Omo online education platform construction project 2295150854095
No. project name estimated total investment amount of raised funds to be used
4. Repay the shareholder Ziguang Zhuoyuan's loan of 33 China Vanke Co.Ltd(000002) 466887
Total 136723538223145
As the implementation of the investment projects with raised funds needs a certain period, the company is currently promoting the implementation of the investment projects with raised funds in an orderly manner in accordance with the use plan of raised funds. According to the actual implementation progress of the investment project with raised funds, some of the raised funds will be idle in the short term.
In accordance with the company law, 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 laws and regulations, as well as the articles of association, the measures for the management of raised funds and other relevant provisions, the company plans to carry out cash management of idle raised funds.
The purpose of using the temporarily idle raised funds to purchase financial products this time is to ensure that it will not affect the implementation of the investment projects of the raised funds, change the use purpose of the raised funds, affect the normal operation of the company, ensure the safety of the funds and effectively control the risks. In order to improve the use efficiency of the raised funds and increase the return to shareholders, the company plans to use the temporarily idle raised funds of no more than 300 million yuan for cash management, The validity period is 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, it can be recycled and rolled. The cash management of temporarily idle raised funds will be replenished to the special account of raised funds in time after expiration.
1. High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
2. Good liquidity, which will not affect the normal progress of the investment project with raised funds. The products to be invested include principal guaranteed products such as structured deposits, time deposits or large certificates of deposit with a term of no more than 12 months.
The above structural deposits, time deposits or certificates of deposit shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes.
Within the above quota and time limit, the board of directors authorizes the management of the company to exercise the right of investment decision-making and sign relevant legal documents. The specific matters shall be organized and implemented by the Finance Department of the company.
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. The raised funds shall not be used for other securities investment, and shall not purchase bank financial products with stocks, derivatives and unsecured bonds as the investment object. 2. The Finance Department of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses temporarily idle raised funds to purchase investment products with high safety, good liquidity and meeting the capital preservation requirements. It is implemented on the premise of ensuring the normal implementation and capital safety of the company's raised investment projects, does not affect the normal capital turnover needs of the company's raised investment projects, and is conducive to improving the efficiency of the company's capital use, Obtain a certain return on investment for the company and shareholders.
The company held the second meeting of the 10th board of directors on April 22, 2022, deliberated and approved the proposal on using idle raised funds for cash management, and agreed to use idle raised funds for cash management.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The company held the second meeting of the 10th board of supervisors on April 22, 2022, deliberated and adopted the proposal on cash management with idle raised funds.
The board of supervisors of the company believes that the company's use of idle raised funds for cash management is conducive to improving the efficiency of the company's use of raised funds, will not affect the normal development of the company's investment plan of raised funds, and will not damage the interests of the company and minority shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. Therefore, it is agreed that the company will use the idle raised funds with a total amount of no more than RMB 300 million for cash management without affecting the implementation of the investment projects of the raised funds and the normal operation of the company. It will be used to invest in cash management products such as structured deposits, time deposits, large certificates of deposit and so on, which are safe, liquid and issued by financial institutions with Principal Guaranteed commitments. The validity period is within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above use period and limit, the funds can be used on a rolling basis.
The independent directors of the company believe that the company's use of temporarily idle raised funds with a maximum amount of no more than 300 million yuan 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 of the company, Increase capital income and obtain more return on investment for the company and shareholders, without damaging the interests of all shareholders. All independent directors unanimously 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.
China Post securities has consulted Xueda (Xiamen) Education Technology Group Co.Ltd(000526) the resolutions of the board of directors, the resolutions of the board of supervisors, the opinions of independent directors and other relevant documents related to the use of some idle raised funds for cash management. After verification, it is considered that:
Xueda (Xiamen) Education Technology Group Co.Ltd(000526) the matter of cash management with idle raised funds of no more than RMB 300 million has been deliberated and adopted at the second meeting of the 10th board of directors and the second meeting of the 10th board of supervisors, and Xueda (Xiamen) Education Technology Group Co.Ltd(000526) all independent directors have expressed their explicit consent. This matter complies with the relevant laws and regulations and the articles of association, such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, It will not affect the normal progress of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders.
Therefore, the continuous supervision organization agrees that Xueda (Xiamen) Education Technology Group Co.Ltd(000526) this time use some idle raised funds for cash management. (no text below)
(there is no text on this page, which is the signature and seal page of the "opinions of China Post Securities Co., Ltd. on the verification of XueDa (Xiamen) Education Technology Group Co., Ltd. using some idle raised funds for cash management")
Sponsor representative: Jinzhuan
'I'm Li Xiaomen'
