China Post Securities Co., Ltd
About XueDa (Xiamen) Education Technology Group Co., Ltd
Special verification report on the deposit and use of raised funds in 2021
China Post Securities Co., Ltd. (hereinafter referred to as “China Post securities” or “sponsor”) as the continuous supervision organization of non-public offering of shares by XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as ” Xueda (Xiamen) Education Technology Group Co.Ltd(000526) ” or “company”), in accordance with the measures for the administration of securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange According to the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies No. 13 – recommendation business of Shenzhen Stock Exchange, the deposit and use of raised funds by Xueda (Xiamen) Education Technology Group Co.Ltd(000526) as of December 31, 2021 have been verified, and the verification results are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission’s zjxk [2020] No. 3384 document and the consent of Shenzhen Stock Exchange, XueDa (Xiamen) Education Technology Group Co., Ltd. publicly issued 215676020 ordinary shares (A shares) to the public on February 8, 2021, with a par value of 1 yuan per share and an issue price of 38.53 yuan per share. As of February 8, 2021, the company has raised a total of 8309990506 yuan, deducting 868522794 yuan of issuance expenses, and the net amount of raised funds is 82231447712 yuan.
As of February 9, 2021, all the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report “Dahua Yan Zi [2021] No. 000095”.
As of December 31, 2021, the company has invested 32295373432 yuan in the raised fund projects, of which: the company invested 3113889830 yuan in the raised fund projects with its own funds in advance before the raised funds are in place; The raised RMB 31114161954 was used during the accounting period from January 1, 2021 to December 31, 2021. As of December 31, 2021, the balance of raised funds was 50854962888 yuan (including raised funds and interest income).
2、 Deposit and management of raised funds
(I) formulation and implementation of raised funds management system
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other documents, and in combination with the actual situation of the company, The administrative measures for the raised funds of XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as the “administrative measures”) has been formulated. The management measures were reviewed and adopted at the fourth extraordinary general meeting of the company on September 14, 2016, and revised after being voted and approved by the 21st Meeting of the ninth board of directors in 2021 and the first extraordinary general meeting of shareholders in 2021.
In accordance with the requirements of the management measures and in combination with the business needs of the company, the company and its wholly-owned subsidiaries Beijing XueDa Information Technology Group Co., Ltd. and Tianjin Xuecheng Times Education Technology Co., Ltd. opened special accounts for raised funds respectively, and in March 2021, the company and Bohai Securities Co., Ltd., Ping An Bank Co.Ltd(000001) Beijing Branch, Industrial Bank Co.Ltd(601166) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) sub branch, China Minsheng Banking Corp.Ltd(600016) Beijing Branch, China Citic Bank Corporation Limited(601998) Beijing Branch Bank Of Ningbo Co.Ltd(002142) Beijing Fengtai sub branch signed the supervision agreement on the raised funds, and implemented strict examination and approval procedures for the use of the raised funds to ensure that the special funds are used for special purposes; The authorized recommendation representative may inquire the information of the special account for raised funds at the bank that has opened the special account for raised funds at any time, and require the recommendation representative to conduct on-site investigation on the management and use of raised funds at least once a quarter. There is no significant difference between each regulatory agreement and the model tripartite regulatory agreement formulated by Shenzhen Stock Exchange.
On December 13, 2021, the company held the 31st meeting of the ninth board of directors, deliberated and approved the proposal on changing the continuous supervision recommendation institution and recommendation representative. The continuous supervision recommendation institution of the company was changed from Bohai Securities Co., Ltd. to China Post Securities Co., Ltd. On the same day, the company signed with Bohai Securities Co., Ltd. the agreement on terminating the recommendation agreement of non-public offering shares of Xiamen Ziguang XueDa Co., Ltd. in 2020, and signed the continuous supervision agreement on the issuance and listing of non-public offering shares with China Post Securities Co., Ltd. the unfinished continuous supervision work of Bohai Securities Co., Ltd. is undertaken by China Post Securities Co., Ltd, The continuous supervision period is until December 31, 2022.
In view of the changes in the guidelines on the supervision and administration of funds raised by listed companies and the guidelines on the supervision and administration of the continuous use of funds raised by listed companies issued by Shenzhen Securities Exchange on February 13, 2021, signed the relevant regulations on the supervision and administration of listed companies, such as the guidelines on the supervision and administration of the continuous use of funds raised by listed companies. There is no significant difference between each regulatory agreement and the model tripartite regulatory agreement formulated by Shenzhen Stock Exchange. The company strictly performs the provisions of each regulatory agreement when using the raised funds. So far, there are no problems in the performance of each regulatory agreement.
According to the supervision agreement on raised funds signed between the company and China Post Securities Co., Ltd., if the company withdraws more than 50 million yuan or 10% of the net raised funds from the special account at one time or within 12 months, the company shall timely notify the sponsor representative by fax or email, and provide the expenditure list of the special account.
(II) storage of raised funds in special account
As of December 31, 2021, the storage of raised funds is listed as follows:
Unit: RMB
Sequence account name deposit bank account number initial deposit amount deadline balance storage method known as bank
XueDa
(Xia Ping An Bank current deposit – door) Bank of Education Co., Ltd. ladder fortune 1 Education Technology Co., Ltd. 1535526666998243997081713053965953 account a (stock division of smart group, Beijing)
Branch Neng Zhou Tian) Co., Ltd
XueDa
(Xia Xingye Bank)
(door) BOC Beijing demand deposit – 2 Yuke Zhongguancun 32107001000346790 – 13305669456 general agreement group share sub branch deposit Co., Ltd
company
Large and medium-sized citizens
(Xiamen Health Bank)
(door) Education Co., Ltd. has current deposit – Sanyu Technology Co., Ltd. 632698527 – 2859694004 to the company’s “mobile group shares Beijing Fenli D” Branch Co., Ltd
company
Beijing xuecitic bank
Big information bank shares
4 technology collection Co., Ltd. 8110701013502051597 – 8034904596 demand deposit Group Co., Ltd. Beijing
Company branch
Chinese nationals in Beijing
Big information bank
5. Technology Group Co., Ltd. has 632715618 – 7633099751 demand deposit Group Co., Ltd
Beijing Branch of the company
that ‘s ok
Beijing xueningbo bank
6 major information banks 770401220 Jiajia Food Group Co.Ltd(002650) 00 – 5967629128 demand deposit technology collection Co., Ltd
Sequence account name deposit bank account number initial deposit amount deadline balance storage method known as bank
Group Co., Ltd. Beijing
Fengtai branch of the company
that ‘s ok
Tianjin xueningbo bank
Chengshidai Bank Co., Ltd
7 Education Department Co., Ltd. 770401220 Chengdu Leejun Industrial Co.Ltd(002651) 53 —
Technology Co., Ltd. Beijing
Fengtai branch of the company
that ‘s ok
Total 8243997081750854962888-
Note: the difference between the balance of raised funds and the balance of the special account for raised funds in the statement of use of raised funds is the accumulated amount of interest, handling charges, etc.
3、 Actual use of raised funds in 2021
See the attached table comparison table of the use of raised funds for details.
4、 Change the use of funds for investment projects with raised funds
The company does not change the investment project of raised funds.
5、 Problems in the use and disclosure of raised funds
The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and there are no violations in the storage, use, management and disclosure of raised funds.
6、 Changes of continuous supervision organization
In December 2021, according to the actual situation and through friendly consultation with all parties, the proposal on changing the continuous supervision recommendation institution and recommendation representative was deliberated and adopted at the 31st meeting of the ninth board of directors held on December 13, 2021. The continuous supervision recommendation institution of the company was changed from Bohai Securities to China Post securities. On the same day, the company signed the agreement on terminating the recommendation agreement of Xiamen Ziguang XueDa Co., Ltd. for non-public Development Bank shares in 2020 with Bohai Securities, and signed the continuous supervision agreement for non-public Development Bank shares issuance and listing with China Post securities. China Post securities entrusted Li Xue and Cheng Xiaoyong as the sponsor representatives of the continuous supervision project.
7、 Verification conclusion of continuous supervision organization
The continuous supervision organization checked the deposit and use of the funds raised by the non-public offering of XueDa (Xiamen) Education Technology Group Co., Ltd. and the implementation of the above-mentioned investment projects of the raised funds by means of obtaining data, on-site inspection, interview and communication, mainly including: consulting the bank statement of the company’s raised funds, the payment voucher of raised funds, the relevant reports of intermediaries Relevant announcements, project reports and other materials on the use of raised funds, check and understand the implementation of the raised funds project at the company’s office, and communicate with the company’s senior executives and other relevant personnel.
After verification, the continuous supervision organization believes that:
The deposit and use of the raised funds of XueDa (Xiamen) Education Technology Group Co., Ltd. in 2021 comply with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange. The raised funds have been stored and used in a special account, and the management and use of the raised funds have fulfilled the necessary decision-making procedures and information disclosure obligations, There is no disguised change in the investment direction of the raised funds or damage to the interests of shareholders, and there is no illegal use of the raised funds.
Attached table 1: comparison of use of raised funds
(no text below)
Schedule 1:
Comparison table of use of raised funds
