Neutech Group Limited — Capital/Financing Update 2021

Jun 8, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 9616)

ANNOUNCEMENT CHANGE IN USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING

References are made to the prospectus of the Company dated 17 September 2020 (the “ Prospectus ”), the interim report of the Company for the six months ended 30 June 2020 (the “ 2020 Interim Report ”) and the annual report of the Company for the year ended 31 December 2020 (the “ 2020 Annual Report ”). Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the Prospectus, the 2020 Interim Report and the 2020 Annual Report.

CHANGE IN USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING

After deducting the listing expenses such as underwriting commissions and other expenses payable by the Company in connection with the Global Offering, the net proceeds from the initial public offering of the Company amounted to approximately HK$924.2 million (approximately RMB777.5 million) (the “ IPO Proceeds ”). For the reasons stated in the paragraph headed “Reasons for and Benefits of the Change in Use of the IPO Proceeds” in this announcement, the Board has resolved to reallocate part of the unutilized IPO Proceeds of approximately RMB59.9 million (approximately 8% of the IPO Proceeds) originally intended to be used for the acquisition of other schools to repay commercial loans of the Group. The revised use of the IPO Proceeds is set out below:

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			Amount of	Amount of
			utilized	unutilized
			IPO Proceeds	IPO Proceeds
	Original	Revised	as at the	as at the
	use of	use of	date of this	date of this
Use of proceeds	IPO Proceeds	IPO Proceeds	announcement	announcement
	(RMB million)	(RMB million)	(RMB million)	(RMB million)
Upgrading our existing school
facilities and expanding our
campus	399.6	399.6	120.9	278.7
Acquisition of other schools	159.9	100.0	50.0	50.0
Repay commercial loans	138.1	198.0	138.1	59.9
Supplement working capital	79.9	79.9	41.1	38.8
Total	777.5	777.5	350.1	427.4

Save for the aforementioned changes, there are no other changes in the use of IPO Proceeds.

REASONS FOR AND BENEFITS OF THE CHANGE IN USE OF THE IPO PROCEEDS

As disclosed in the Prospectus, the Company intends to use 21% of the IPO Proceeds (approximately RMB159.9 million) for the acquisition of other schools. Pursuant to the Company’s major transaction circular dated 21 May 2021 in relation to the cooperation agreement for the grant of call options (the “ Major Transaction ”), the Company intends to use the IPO Proceeds of approximately RMB100 million to finance part of the earnest money under the Major Transaction. In view of the long payment cycle of the remaining earnest money and in order to use the IPO Proceeds in a flexible and efficient manner, the Board has resolved to reallocate the remaining unutilized IPO Proceeds (approximately RMB59.9 million) originally intended for the acquisition of other schools to repay commercial loans in order to reduce financial expenses.

The Board is of the view that notwithstanding the aforesaid change in the use of the IPO Proceeds, the development direction of the Company remains consistent with the direction disclosed in the Prospectus. The above change in the use of the net IPO Proceeds is in the interests of the Company and its shareholders as a whole.

By order of the Board Neusoft Education Technology Co. Limited Dr. LIU Jiren Chairperson and non-executive Director

Hong Kong, 8 June 2021

As at the date of this announcement, the board of Directors comprises Dr. WEN Tao as executive Director; Dr. LIU Jiren, Mr. RONG Xinjie, Dr. YANG Li, Dr. ZHANG Yinghui and Mr. SUN Yinhuan as non-executive Directors; and Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping as independent non-executive Directors.

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