[年报]中公教育(002607):2021年年度报告摘要（英文版）
Offcn Education Technology Co., Ltd. 2021 Annual Report Summary I. Important Information This summary is extracted from the full annual report. In order to fully understand the Company's operating results, financial status and future development plans, investors are advised to read the full context of annual report carefully disclosed on the media designated by the China Securities Regulatory Commission (CSRC). The English version of this summary is provided together with the Chinese version. Should there be any inconsistency between the Chinese version and the English version, the Chinese version shall prevail. Except for the following directors, other directors attended the board meeting for reviewing the annual report in person
Notices from non-standard audit opinions □ Applicable √ Not applicable Preplan of profit distribution of ordinary shares or preplan of increasing share capital by converting capital reserve during the reporting period reviewed by the board meeting □ Applicable √ Not applicable The Company plans not to distribute cash dividends, bonus shares, nor to increase share capital by converting capital reserve. Preplan of profit distribution of preferred shares during the reporting period reviewed and approved by the board meeting □ Applicable √ Not applicable II. Basic Information about the Company 1. Company profile
(1) Key accounting data and financial indicators in the recent three years Does the Company need to adjust its financial data retrospectively or restate its accounting data of previous year? □ Yes √ No Unit: RMB yuan
(2) Quarterly key accounting data Unit: RMB yuan
Do the above financial indicators or their total differ significantly from those stated in the Company’s disclosed quarterly and semi-annual reports? □ Yes √ No 4. Share capital and shareholders (1) Number of ordinary shareholders and preferred shareholders with restored voting rights, and shareholdings of the top 10 shareholders Unit: Share(s)
(2) Number of preferred shareholders and shareholdings of the top 10 preferred shareholders □ Applicable √ Not applicable There were no shareholdings of preferred shareholders in the Company during the reporting period. (3) Block diagram of the property rights and control relationship between the Company and the actual controllers 5. Existing bonds as of the approval date of the annual report □ Applicable √ Not applicable III. Significant events 1. The progress of the Company’s non-public issuance of A Shares: The Company held the meetings of Company’s board of directors and supervisory committee, and the third extraordinary general meeting of shareholders in 2020 on November 23, 2020 and December 9, 2020, reviewed and approved the Proposal on the Company’s Compliance with the Conditions for Non-public Issuance of A Shares, Proposal on the Company’s Plan of Non-Public Issuance of A Shares, and Proposal on the Company's Proposal of Non-Public Issuance of A Shares and other proposals related to this non-public issuance. On December 30, 2020, the Company announced the Announcement on the Acceptance of Applications for Non-public Issuance of Shares by the China Securities Regulatory Commission (Announcement No.: 2020-052). On January 8, 2021, the Company announced the Notice on Receiving a Feedback from the China Securities Regulatory Commission's Administrative License Project Review (Announcement Number: 2021-002). On January 27, 2021, the Company announced the Report on the Reply to the Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review and other documents. On the same day, the Company also announced the adjustments to the non-public issuance plan including the Revised Proposal for Non-public Issuance of A Shares reviewed and approved at the 17th meeting of the Fifth Board of Directors and the 14th Meeting of the Fifth Supervisory Committee. On May 18, 2021, the Company issued the Announcement on the Revised Reply to the First Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review and the Announcement on Receiving the Second Feedback from the China Securities Regulatory Commission's Administrative Licensing Project Review. On May 29, 2021, the Company issued the Report on the Reply to the Second Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review and other documents. On the same day, the Company also issued the Adjustments to the non-public issuance plan including the Second Revised Proposal for Non-public Issuance of A Shares reviewed and approved at the 19th meeting of the Fifth Board of Directors and the 16th meeting of the Fifth Supervisory Committee. On June 5, 2021, the Company issued the Announcement on the Revised Reply to the Second Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review and other documents. On June 16, 2021, the Company’s non-public issuance were reviewed and approved by the Issuance Review Committee of the China Securities Regulatory Commission. On August 24, 2021, the Company issued the Announcement on Notice of the Suspension of the China Securities Regulatory Commission Administrative Licensing Application Review. Because the law firm hired for this issuance was filed and put under investigation by the China Securities Regulatory Commission for its services for other companies, the China Securities Regulatory Commission suspended the review of the Company's application for administrative license for this non-public issuance of shares. On December 7, 2021, the Company issued the Announcement on Termination of the Non-public Issuance of Shares and Withdrawal of Application Documents. Considering the capital market environment, the development of fundraising projects, the actual situation of the Company, and the timing of financing, after prudent analysis and constant discussions with intermediaries, the Company decided to terminate the non-public issuance of A shares and withdraw the application documents. 2. The progress of the investigation launched by the China Securities Regulatory Commission into the Company: On December 15, 2021, the Company received the Notice of Filing (No. SR Filing 0232021010) from the CSRC. According to the Securities Law of the People's Republic of China, Law of the People’s Republic of China on Administrative Punishment and other laws and regulations, the Company is suspected of failing to disclose related party transaction information and violating the laws and regulations of information disclosure. The CSRC decided to file a case against the Company. On January 15, 2022, the Company issued the Announcement on the Progress of the Investigation and Risk Warning (No. 2022-006). On February 15, 2022, the Company issued the Announcement on the Progress of the Investigation and Risk Warning (No. 2022-019). On March 15, 2022, the Company issued the Announcement on the Progress of the Investigation and Risk Warning (No. 2022-022). On April 24, 2022, the Company and the relevant parties received the Prior Notice of Administrative Penalty. The Anhui Securities Regulatory Bureau of the CSRC decided to give a warning to and impose a fine on the Company and the relevant parties. Specific information is stated in the announcement (No. 2022-031) disclosed on CNINFO (www.cninfo.com.cn) and other designated media. On April 27, 2022, the Company and the relevant parties received the official Decision of Administrative Penalty from the Anhui Securities Regulatory Bureau, which determines Offcn Edu, its subsidiaries Beijing Offcn Education Technology Co., Ltd. and Liaoning Zhongcheng Real Estate Development Co.,Ltd. constitute a related-party relationship with Shaanxi Guancheng Industrial Co., Ltd., Beijing Chuangsheng Construction Decoration Engineering Co., Ltd., Shanghai Beiding Network Technology Co., Ltd., Ji'an Jingkai Lixiangxue Financial Information Service Co., Ltd. and Liaoning Hanhui Industrial Co., Ltd.. The total amount involved in related transactions was RMB 1232.395 million yuan, including RMB 196.335 million yuan in year 2019 and RMB 1036.060 million yuan in year 2020, which account for 6.65% and 30.19% of the net assets of Offcn Edu in the latest period respectively. The Company did not disclose the above-mentioned information in accordance with relevant laws and regulations and there was a material omission of the Company’s information disclosure. A warning was given to and a fine was imposed on the Company and the relevant persons responsible for the situation, and corresponding rectification is required. Specific information is stated in the announcement (No. 2022-032) disclosed by the Company on CNINFO (www.cninfo.com.cn) and other designated media for information disclosure.
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