Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Special report on the deposit and use of raised funds in 2021
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 raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (2022), the deposit and use of raised funds of the company in 2021 are described as follows: I. Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
On January 26, 2016, the China Securities Regulatory Commission approved and issued the reply on Approving Beijing lischen Technology Co., Ltd. to issue shares to Wang Bangwen and others to purchase assets and raise supporting funds (zjxk [2016] No. 179), approving the company to issue 15821985 shares to Wang Bangwen, 9947672 shares to naritsong, 8137290 shares to Wen Zuobin, 7184954 shares to Yin Jianhua Issued 2017821 shares to Jiping, 2017821 shares to Kangwei, 2017821 shares to liujiakun, 10409638 shares to Beijing kangbang essence Investment Management Center (limited partnership) (hereinafter referred to as “kangbang essence”), 7681462 shares to Beijing kangbang elite Investment Management Center (limited partnership) (hereinafter referred to as “kangbang elite”) Issue 8802860 shares to Gongqingcheng Xin’an investment management partnership (limited partnership), 2823338 shares to Yan Pengcheng and 1050544 shares to Liu Yinghua to purchase relevant assets; It is approved that the supporting funds raised by the company through non-public offering of shares shall not exceed 1796 million yuan. In this transaction, lischen plans to purchase 100% equity of kangbang technology by issuing shares and paying cash, with a transaction amount of 1760 million yuan; The purchase amount of Jiangnan Xin’an shares is 40.4 million yuan in cash; Meanwhile, 1796 million yuan of supporting funds were raised. Of which:
(1) It is proposed to purchase 100% of the equity of kangbang technology held by 7 natural persons including Wang Bangwen, kangbang essence and kangbang elite by issuing shares and paying cash, of which 24% of the transaction consideration of kangbang technology is paid in cash, totaling 422million yuan; 76% of the transaction consideration of kangbang technology was paid by issuing shares, totaling RMB 1338 million, and the total number of shares issued was 65236464;
(2) It is proposed to purchase 100% of the equity of Jiangnan Xin’an held by Gongqingcheng Xin’an, Yan Pengcheng and Liu Yinghua from specific objects by issuing shares and paying cash, of which 35.64% of the transaction consideration of Jiangnan Xin’an is paid in cash, totaling 144 million yuan; Pay 64.36% of the consideration of Jiangnan Xin’an transaction by issuing shares, totaling 260 million yuan, with a total of 12676742 shares issued;
(3) It is proposed to raise 1796 million yuan of matching funds from non-public offering of shares to no more than five specific investors to pay the cash consideration and expenses related to the restructuring, the construction and operation project of Internet Education cloud platform, the construction and operation project of Anqing K12 online education overall solution and the project of Siasun Robot&Automation Co.Ltd(300024) R & D center of intelligent education, and the rest will be used to supplement the working capital of listed companies. The raised matching funds shall not exceed 100% of the transaction price of the assets to be purchased this time.
As of June 13, 2016, the subscription amount paid by the subscribers of supporting financing has been paid in place, and the total amount of raised funds is 179599999163 yuan. After deducting the issuance fee of 3500000000 yuan, the subscription amount paid by the issuing object is 176099999163 yuan. Grant Thornton Certified Public Accountants issued the capital verification report (Grant Thornton Yan Zi [2016] No. 110za0380) on June 15, 2016 to confirm the availability of funds. On June 14, 2016, the raised funds were remitted into the company’s special account for raised funds of Bank Of Beijing Co.Ltd(601169) Dazhongsi sub branch, account No. 200 Digital China Group Co.Ltd(000034) 41400011353968, account No. 11016303932003 of Ping An Bank Co.Ltd(000001) Beijing Fangzhuang sub branch, account No. 102760 China High-Speed Railway Technology Co.Ltd(000008) 56019 of Hua Xia Bank Co.Limited(600015) Beijing Zhichun sub branch through the underwriter Huatai United Securities Co., Ltd Account no. of fund raising Department of Beijing Branch.
(II) amount used in previous years, amount used in current year and current balance.
(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 1263041 million yuan in 2017, 1712323 million yuan in 2018 and 27 million yuan in 2019. As of December 31, 2020, the total amount of remaining raised funds was 3347267 million yuan.
The company held the 53rd meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors on December 30, 2020, and deliberated and adopted the proposal on changing the purpose of the remaining raised funds and permanently replenishing working capital, 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 from the raised funds.
(2) Amount used and current balance in the current year
On January 18, 2021, the company held the first extraordinary general meeting of shareholders in 2021 and agreed to change the purpose of the remaining raised funds and permanently supplement the working capital.
In the first half of 2021, the company will permanently supplement the working capital with the remaining balance of raised funds totaling 3347267 million yuan and the interest generated from the raised funds. As of December 31, 2021, the remaining total raised funds have been used up. 2、 Deposit and management of raised funds
(I) deposit and management of raised funds
The company’s non-public offering supporting financing received 17609999163 yuan, which was respectively remitted by Huatai United Securities Co., Ltd. to the company’s account number 200 Digital China Group Co.Ltd(000034) 41400011353968 opened in Bank Of Beijing Co.Ltd(601169) Dazhongsi sub branch on June 14, 2016 Bank Of Ningbo Co.Ltd(002142) RMB 910999163 in the account number 77010122 Chongqing Changan Automobile Company Limited(000625) 739 opened by the business department of Beijing Branch 1000000 yuan in the 11016303932003 account opened by Ping An Bank Co.Ltd(000001) Beijing Fangzhuang sub branch Hua Xia Bank Co.Limited(600015) Beijing Zhichun sub branch opened an account number of 102760 China High-Speed Railway Technology Co.Ltd(000008) 56019 with 200 million yuan; 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, the company has deposited and used the raised funds in strict accordance with the provisions of the tripartite supervision agreement on raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the raised funds have been used up and all the raised funds accounts of the company have been cancelled. 3、 Use of raised funds in 2021
1. Use of funds raised for investment projects
The actual use of the raised funds in this year is shown in Schedule 1: comparison table of the use of the raised funds.
2. Changes in the place and mode of implementation of the project invested with raised funds
There is no change in the implementation location of the project invested with raised funds. In terms of implementation method, the company changed the remaining purpose of the 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” in 2016, and permanently supplemented the working capital with the total balance of 3347267 million yuan and the interest generated from the raised funds.
3. Advance investment and replacement of investment projects with raised funds
The company held the 31st meeting of the third board of directors and the 15th meeting of the third board of supervisors on June 28, 2016, and deliberated and adopted the proposal on replacing self raised funds of pre invested projects with raised funds. It is proposed to use the raised funds to replace the transaction consideration of 30 million yuan paid in advance by the company and the self raised funds of 17.541 million yuan invested in the construction and operation project of Internet Education cloud platform in advance. Zhitong Certified Public Accountants (special general partnership) issued “Zhitong zhuanzi (2016) No. 110za3675” authentication report on the investment projects invested by Beijing lishchen Technology Co., Ltd. with self raised funds in advance. 4. 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 adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company, 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 idle raised funds of no more than 350 million yuan shall be used to supplement the working capital temporarily. The service life shall not exceed 12 months from the date of approval by the board of directors, and will be returned to the special account for raised funds at the expiration of the term. The company has returned part of the above temporary supplementary working capital in 2021 and used it for permanent supplementary working capital.
5. Use of surplus raised funds
For details, see “changing the use of funds for investment projects with raised funds” in this report.
6. Use of over raised funds
There is no over raised funds.
7. Purpose and destination of unused 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 remaining balance of the investment projects of “Internet Education cloud platform construction and operation project” and “intelligent education Siasun Robot&Automation Co.Ltd(300024) R & D center project” in 2016, and the interest generated from the raised funds will permanently supplement the working capital, And the matter was considered and approved by the company’s first extraordinary general meeting of shareholders in 2021 and implemented. As of December 31, 2021, the raised funds have been used up. 4、 Changes in the use of funds for investment projects with raised funds (I) changes in investment projects with raised funds
For the actual use of the raised funds in this year, see attached table 2: change of the investment projects of the raised funds. 1. Termination of investment projects with raised funds
(1) Termination of investment projects with raised funds
① Name of terminated project: Anqing K12 online education overall solution construction and operation project
② The total amount involved in the termination of the project and its proportion in the total financing amount: the total planned investment of Anqing K12 online education overall solution construction and operation project was 200 million yuan, accounting for 11.14% of the total financing amount. The surplus raised funds of the project have permanently supplemented the working capital.
(2) Reasons for termination of investment projects with raised funds
Beijing lischen Hezhong Technology Co., Ltd., a wholly-owned subsidiary of the company, signed the termination agreement between anqing Education Bureau and Beijing lischen Hezhong Technology Co., Ltd. on promoting online education strategic cooperation agreement with anqing education and Sports Bureau and anqing Development Investment Co., Ltd. (for details, see the announcement on terminating the strategic cooperation agreement disclosed on April 26, 2017, Announcement No.: 2017033).
Anqing K12 online education overall solution construction and operation project, which was originally scheduled to support the implementation of the strategic cooperation agreement, decided to terminate the raised capital investment project after full investigation, discussion and decision-making by the company’s management. In order to ensure the effective use of the raised funds, reasonably reduce the financial cost and optimize the capital structure of the company, the company plans to permanently supplement the working capital with the surplus raised funds of the project.
(3) Decision making procedure
On June 14, 2017, the company held the 53rd meeting of the third board of directors and the 24th Meeting of the third board of supervisors, and deliberated and adopted the proposal on terminating some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital. The independent directors and independent financial advisers expressed their opinions on this, and this matter was deliberated and approved by the second extraordinary general meeting of shareholders in 2017.
2. Change of investment projects with raised funds
① Change the name of the project: “Internet Education cloud platform construction and operation project” and “intelligent education Siasun Robot&Automation Co.Ltd(300024) R & D center project”
② The total amount involved in the change project and its proportion in the total financing amount: the original planned total amount of the Internet Education cloud platform construction and operation project was 550 million yuan, accounting for 30.62% of the total financing amount. The surplus raised funds of the project have been permanently supplemented with working capital; The total amount of funds raised for the project is RMB 10000 yuan, accounting for the total amount of funds raised for the project.
(2) Reasons for change of investment projects with raised funds
① “Internet Education cloud platform construction and operation project”
