China Post Securities Co., Ltd
About XueDa (Xiamen) Education Technology Group Co., Ltd
2021 annual recommendation work report
Name of Sponsor: China Post Securities Co., Ltd. abbreviation of the sponsor: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) ( Xueda (Xiamen) Education Technology Group Co.Ltd(000526) )
Name of sponsor representative: Li Xue Tel: 01067017788
Name of sponsor representative: Cheng Xiaoyong Tel: 01067017788
1、 Overview of sponsor work
Project work content
1. Review of information disclosure of the company
(1) Whether the company’s information disclosure documents are reviewed in time
(2) The number of times that the company’s information disclosure documents are not reviewed in time is none
2. Supervise the company’s establishment, improvement and effective implementation of rules and regulations (1) whether the company is supervised to establish and improve rules and regulations (including but not limited to the system to prevent related parties from occupying the company’s resources, the management system of raised funds, internal control system, internal audit system and related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the company’s special account for raised funds once
(2) Whether the progress of the company’s fund-raising projects is consistent with the information disclosure documents. First, 4. Corporate governance supervision
(1) The number of times of attending the general meeting of shareholders of the company is 0
(2) Times of attending the board of directors of the company 0 times
(3) Times of attending the board of supervisors of the company as nonvoting delegates: 0
5. On site inspection
(1) Number of on-site inspections: 1
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
(3) The main problems found in the on-site inspection and the rectification are none
6. Independent opinions
(1) Number of independent opinions: 0
(2) Issues involved in issuing non consenting opinions and concluding comments none
7. Report the situation to the exchange (except for the on-site inspection report)
(1) 0 times of reporting to the exchange
(2) The main contents of the report are none
(3) Progress of rectification or no report
8. Pay attention to the performance of duties
(1) Are there any matters needing attention? No
(2) Main contents of concerns none
Project work content
(3) No progress or concern of rectification
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: February 7, 2022
In accordance with the relevant provisions of laws and regulations such as the guidelines of Shenzhen Stock Exchange on the standardized operation of listed companies and the main contents of the training of the listing regulations (3) of Shenzhen Stock Exchange, special training was conducted on the standardized operation and information disclosure of listed companies, Combined with relevant cases.
11. Other sponsor work that needs to be explained none
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company’s internal system are all applicable
3. The operation of the “three sessions” is applicable
4. Changes in controlling shareholders and actual controllers are applicable
5. The deposit and use of raised funds are applicable
6. Related party transactions are not applicable
7. All external guarantees are applicable
8. Acquisition and sale of assets are not applicable
9. Important matters of other business categories (including foreign investment, venture capital and entrustment) are applicable
Financial management, financial assistance, hedging, etc.)
10. The situation where the issuer or the intermediary institution it employs cooperates with the recommendation work is applicable
11. Others (including business environment, business development, financial status, management status, all applicable)
Major changes in core technology)
3、 Performance of commitments of the company and shareholders
Whether the commitments of the company and shareholders are fulfilled, reasons for non fulfillment of commitments and Solutions
1. The non-public offering of shares by XueDa (Xiamen) Education Technology Group Co., Ltd. is not applicable
Commitment to lock in the subscription of shares 2. Directors and senior managers have different opinions on the shares of XueDa (Xiamen) education technology group
Limited company non-public offering of shares diluting the immediate return of the filling return measures can be not applicable
To fulfill our commitments
3. The controlling shareholder Guan Ding’s non-public offering of shares, diluted immediate return and filling measures are not applicable
Letter of commitment
4. The commitment of the controlling shareholders not to reduce their shares six months before and after the pricing benchmark date is not applicable
letter
5. The commitment letter on avoiding horizontal competition is not applicable
6. The commitment letter on reducing and regulating connected transactions is not applicable
7. The commitment letter on maintaining the independence of listed companies is not applicable
Whether the commitments of the company and shareholders are fulfilled, reasons for non fulfillment of commitments and Solutions
8. The commitment not to engage in real estate development business is not applicable
4、 Other matters
Description of report items
In December 2021, according to the actual situation and through friendly consultation with all parties, At the 31st meeting of the ninth board of directors held on December 13, 2021, the listed company deliberated and adopted the proposal on changing the continuous supervision recommendation institution and recommendation representative. The company’s continuous supervision recommendation institution is composed of Bohai Securities Co., Ltd Change of sponsor representative and its reasons: the limited company is changed to China Post Securities Co., Ltd.
On the same day, the listed company and Bohai Securities Co., Ltd. signed the agreement on terminating the recommendation agreement for non-public development of shares of Xiamen Ziguang XueDa Co., Ltd. in 2020, And signed the continuous supervision agreement on the issuance and listing of non-public development banks with China Post Securities Co., Ltd
2. During the reporting period, the CSRC and the bourse took regulatory measures against the recommendation institution or the company without its recommendation and their rectification. 3. Other major matters that need to be reported
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Co., Ltd. 2021 annual recommendation work report (Draft)
Sponsor representative:
Li Xuecheng Xiaonan
