Huatai United Securities Co., Ltd
about
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. special verification report on the deposit and use of raised funds in 2021
Independent financial advisor
April 2002
about
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
On the deposit and use of raised funds in 2021
Special verification report
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as "the company") issued the announcement on changing the company name and securities abbreviation and completing the industrial and commercial registration change on August 7, 2020. The full name of the company was changed from "Beijing lischen Technology Co., Ltd." to " Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd." and the securities abbreviation was changed from "lischen" to " Doushen(Beijing) Education&Technology Inc(300010) ", The company's securities code " Doushen(Beijing) Education&Technology Inc(300010) " remains unchanged.
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The relevant provisions and requirements of laws, regulations and documents such as the measures for the administration of raised funds of Doushen(Beijing) Education&Technology Inc(300010) science and Technology (Beijing) Co., Ltd. serve as the independent financial adviser of Doushen(Beijing) Education&Technology Inc(300010) science and Technology (Beijing) Co., Ltd. (hereinafter referred to as " Doushen(Beijing) Education&Technology Inc(300010) ," listed company "and" company ") for issuing shares to specific objects, paying cash to purchase assets and raising supporting funds, Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "the independent financial consultant") checked the deposit and use of raised funds in Doushen(Beijing) Education&Technology Inc(300010) 2021. The verification results and opinions are as follows:
1、 Availability of supporting funds raised in this non-public offering
On January 28, 2016, the company received the reply on Approving Beijing lischen Technology Co., Ltd. to issue shares to Wang Bangwen and others to purchase assets and raise supporting funds from CSRC (zjxk [2016] No. 179), and this transaction was approved by CSRC.
On June 1, 2016, the company started supporting financing issuance.
As of June 13, 2016, four specific investors, including Jinying Fund Management Co., Ltd., Hua'an Fund Management Co., Ltd., Shenzhen Qianhai Jinying Asset Management Co., Ltd. and e fund management Co., Ltd., who subscribed for the matching funds have remitted the subscription funds in full to the account designated by the lead underwriter. As verified by the verification report (ztyz (2016) No. 110za0379) of Zhitong Certified Public Accountants (special general partnership), as of June 13, 2016, the lead underwriter has received 179599999163 yuan of subscription money paid by the issuers of the supporting funds raised by the four participating companies.
As of June 15, 2016, Huatai United Securities has transferred the net raised capital of 176099999163 yuan after deducting part of the supporting financing financial advisory fees from the above subscription amount to the special account for the raised capital designated by the company.
According to the verification report (ztyz (2016) No. 110za0380) issued by Zhitong Certified Public Accountants (special general partnership), as of June 15, 2016, Doushen(Beijing) Education&Technology Inc(300010) has received a subscription of RMB 176099999163 (after deducting the issuance fee of RMB 3500000000). In addition, in addition to the stock underwriting expenses, other intermediary expenses related to the issuance of shares of 1105000000 yuan have not been paid. After deducting this part of expenses, Doushen(Beijing) Education&Technology Inc(300010) actually received the subscription of 174994999163 yuan, including 10084222300 yuan of share capital and 164910776863 yuan of capital reserve.
2、 Management of raised funds
In order to standardize the management and use of the raised funds and protect the rights and interests of investors, the listed company has formulated the measures for the management of the raised funds of Doushen(Beijing) Education&Technology Inc(300010) science and Technology (Beijing) Co., Ltd. in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies issued by the CSRC and in combination with the actual situation of the company, and implemented a special account storage system for the raised funds.
The paid in proceeds of non-public offering supporting financing of the listed company amounted to 176099999163 yuan, which was remitted by Huatai United Securities Co., Ltd. to the company's special account for raising funds of Bank Of Beijing Co.Ltd(601169) Dazhongsi sub branch on June 14, 2016, account No. 200 Digital China Group Co.Ltd(000034) 41400011353968, account No. 11016303932003 of Ping An Bank Co.Ltd(000001) Beijing Fangzhuang sub branch Hua Xia Bank Co.Limited(600015) Beijing Zhichun sub branch's special account for raising funds 102760 China High-Speed Railway Technology Co.Ltd(000008) 56019 and the special account for raising funds 77010122 Chongqing Changan Automobile Company Limited(000625) 739 of the business department of Bank of Ningbo Beijing Branch. According to the requirements of relevant laws and regulations, the company has signed the tripartite supervision agreement on raised funds with four deposit banks, independent financial consultant Huatai United Securities Co., Ltd. and Anxin Securities Co., Ltd. respectively for the above-mentioned special account for raised funds, and strictly approved the use of raised funds to ensure that the special funds are used for special purposes.
As of December 31, 2021, all the raised funds have been used or changed, and the special account for raised funds has been closed.
3、 Use of raised funds
(I) change of investment projects with raised funds
On December 30, 2020, the company held the 53rd meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors, deliberated and adopted the proposal on changing the purpose of the remaining raised funds and permanently replenishing working capital. The company comprehensively considered the current business development strategy and the implementation progress of the raised funds projects, in order to further improve the use efficiency of the raised funds, reasonably allocate high-quality resources and reduce the company's financial cost, In line with the principle of maximizing the interests of shareholders, it is agreed to change the purpose of the remaining raised funds of the investment projects "Internet Education cloud platform construction and operation project" and "intelligent education Siasun Robot&Automation Co.Ltd(300024) R & D center project" of issuing shares to purchase assets and raising supporting funds in 2016, and permanently supplement the working capital with the total balance of 3347267 million yuan and the interest generated by the raised funds.
This matter has been deliberated and approved by the first extraordinary general meeting of shareholders in 2021 and implemented and completed in 2021.
(II) external transfer or replacement of investment projects with raised funds
In 2021, there was no external transfer or replacement of investment projects with raised funds by listed companies.
(III) temporary replenishment of working capital with idle raised funds
On September 9, 2020, the company held the 43rd meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would use idle raised funds of no more than 350 million yuan to temporarily supplement working capital on the premise of ensuring the capital demand for the construction of investment projects with raised funds and the normal progress of investment projects with raised funds, The service life shall not exceed 12 months from the date of approval by the board of directors. The company has returned part of the above temporary supplementary working capital in 2021 and used it for permanent supplementary working capital.
(IV) use and balance of supporting raised funds
1. Amount used in previous years
As of December 31, 2020, the company has invested 14612733 million yuan in supporting financing funds for non-public offering, including 126304 million yuan in 2017, 1712323 million yuan in 2018, 27 million yuan in 2019 and 0 million yuan in 2020. The total amount of the remaining raised funds is 3347267 million yuan.
2. Amount used and current balance in the current year
In 2021, the company has permanently supplemented the working capital with the remaining raised funds totaling 3347267 million yuan and the interest generated from the raised funds. As of December 31, 2021, the special account for raised funds has no balance and has been cancelled. (V) comparison table of use of supporting raised funds
Comparison table of use of raised funds in 2021
Unit: 10000 yuan
The total amount of raised funds is 17960000. The total amount of raised funds invested in this year is 0
The total amount of raised funds with changed purposes during the reporting period was 3347267
The accumulated total amount of raised funds for changing purposes is 5347267, and the accumulated total amount of raised funds invested is 14612733. The proportion of the total amount of raised funds for changing purposes is 29.77%
Whether the total investment commitment of the raised funds after adjustment has been changed. As of the end of the period, the cumulative investment projects as of the end of the period have reached the pre project feasibility. Whether the investment projects have reached the pre project feasibility commitment in the current year (including part of the total investment amount (1) amount is calculated as the investment progress (%) Determine whether there is a major change in the benefits of the available status (2) (3) = (2) / (1) significant change in status date
Committed investment projects
Cash consideration paid to the counterparty (kangno 5660000 - 5660000 100.00 - 170677 not applicable no
Bang technology, Jiangnan Xin'an)
Restructuring related expenses no 3 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 60500 - 460500 100.00 - not applicable no
The supplementary working capital is 35 China High-Speed Railway Technology Co.Ltd(000008) 68676733472678686767 100.00 - not applicable no
Construction and operation of Internet Education cloud platform 550 Fawer Automotive Parts Limited Company(000030) 72733 - 3072733 100.00 - not applicable yes
Business project
Intelligent education Siasun Robot&Automation Co.Ltd(300024) R & D center item no 1000000 800.00 - 800.00 100.00 - not applicable yes
order
The overall solution of Anqing K12 online education is 2000000 ----- not applicable
Project construction and operation
Subtotal of committed investment projects - 1796 Shenzhen China Bicycle Company (Holdings) Limited(000017) 960000334726717960000 100.00 -- 170677 --
Total - 1796 Shenzhen China Bicycle Company (Holdings) Limited(000017) 960000334726717960000 100.00 -- 170677 --
The circumstances and reasons for not reaching the planned progress or expected benefits are not applicable
1. Anqing K12 online education overall solution construction and operation project
The company has been established with anqing education and Sports Bureau of Anhui Province (merged by anqing Education Bureau and anqing Sports Bureau) and anqing Development Co., Ltd
