证券代码：300010 证券简称：*ST豆神 公告编号：2023-054 豆神教育科技（北京）股份有限公司 第五届监事会第十二次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、监事会会议召开情况 豆神教育科技（北京）股份有限公司（以下简称"公司"）第五届监事会第 十二次会议于 2023 年 8 月 29 日在北京市海淀区东北旺西路 8 号院 25 号楼立思 辰大厦会议室以现场方式召开，会议通知于 2023 年 8 月 18 日以书面通知方式送 达。本次会议由公司监事会主席刘静女士主持，会议应出席监事 3 人，实际出席 监事 3 人。本次会议召开符合《中华人民共和国公司法》、《公司章程》和《公司 监事会议事规则》的有关规定。 二、监事会会议审议情况 与会监事认真审议并通过了如下议案： 1、审议通过《关于公司 2023 半年度报告及其摘要的议案》 表决结果： 同意 3 票，反对 0 票，弃权 0 票。 三、备查文件 表决结果： 同意 3 票，反对 0 票，弃权 0 票。 经核查，监事会认为：董事会编制和审核公司《2023 半年度报告》及《2023 ...

（此页无正文，为独立董事关于相关事项的独立意见的签字页） 豆神教育科技（北京）股份有限公司独立董事： 豆神教育科技（北京）股份有限公司 独立董事对相关事项发表的独立意见 根据中国证监会《关于在上市公司建立独立董事制度的指导意见》、深圳证 券交易所《深圳证券交易所上市公司自律监管指引第 2 号-创业板上市公司规范 运作（2022 年）》及《豆神教育科技（北京）股份有限公司章程》（"以下简称 《公司章程》"）等有关规定，作为豆神教育科技（北京）股份有限公司（以下 简称"公司"）独立董事，基于独立判断的立场，本着对公司、全体股东和投资 者负责的态度，秉持实事求是的原则，对公司报告期内下列事项进行了认真的调 查和核查，现就公司第五届董事会第十七次会议审议的议案发表独立意见如下： 一、关于 2023 年半年度计提资产减值准备的独立意见 我们认为：公司本次计提资产减值准备符合《企业会计准则》及公司会计政 策等相关规定，本次计提资产减值准备基于谨慎性原则，依据充分，计提资产减 值准备后的财务数据能更加真实、准确和公允的反映公司截至 2023 年 6 月 30 日 的资产状况、财务状况及经营成果，本次计提资产减值准备不存在损 ...

证券代码：300010 证券简称：*ST豆神 公告编号：2023-052 豆神教育科技（北京）股份有限公司 关于2023年半年度计提资产减值准备的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或者重大遗漏。 豆神教育科技（北京）股份有限公司（以下简称"公司"）本次计提资产减值 准备及信用减值损失合计4,523,053.24元，现将有关情况公告如下： 一、 本次计提资产减值准备情况概述 根据《企业会计准则》、《关于上市公司做好各项资产减值准备等有关事项 的通知》、《关于进一步提高上市公司财务信息披露质量的通知》及公司会计政 策等相关规定，公司基于谨慎性原则，对各项资产进行了充分的分析、测试和评 估，对可能发生资产减值的资产计提减值准备。2023年半年度公司转回472,714.93 元信用减值损失、计提4,995,768.17元资产减值准备，计提明细表如下： 信用减值损失： 单位：元 | 项 | 目 | 本期发生额 | 上期发生额 | | --- | --- | --- | --- | | 应收账款坏账损失 | | -2,316,924.38 | -1,415,650. ...

证券代码：300010 证券简称：*ST豆神 公告编号：2023-055 豆神教育科技（北京）股份有限公司 表决结果： 同意 9 票，反对 0 票，弃权 0 票。 公司董事、监事、高级管理人员对《公司 2023 半年度报告》签署了书面确认意 见，公司监事会发表了审核意见。 《公司 2023 半年度报告》及《公司 2023 半年度报告摘要》与本公告同日刊登 于巨潮资讯网（www.cninfo.com.cn）； 第五届董事会第十七次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 豆神教育科技（北京）股份有限公司（以下简称"公司"）第五届董事会第十七 次会议于 2023 年 8 月 29 日在北京市海淀区东北旺西路 8 号院 25 号楼立思辰大厦会 议室以现场会议与电话会议相结合的方式召开，会议通知已于 2023 年 8 月 18 日以 书面通知方式送达全体董事，与会的各位董事已知悉与所议事项相关的必要信息。 本次董事会会议应出席董事 9 名，实际出席会议董事 9 名，其中亲自出席会议的董 事 8 名。独立董事陈重先生因工作原因 ...

证券代码：300010 证券简称：*ST豆神 公告编号：2023-050 豆神教育科技（北京）股份有限公司 关于公司被债权人申请重整及预重整的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或者重大遗漏。 2023 年 3 月 31 日，豆神教育科技（北京）股份有限公司（以下简称"公司"） 收到北京市第一中级人民法院（以下简称"北京一中院"或"法院"）送达的《通 知书》及（2023）京 01 破申 280 号《决定书》，公司债权人佟易虹以公司不能 清偿到期债务，且明显缺乏清偿能力为由，向法院申请对公司进行重整，并申请 启动预重整程序。为降低重整成本、提高重整成功率、有效识别重整价值及可行 性，北京一中院决定对公司启动预重整。详见公司 2023 年 3 月 31 日披露的《关 于公司被债权人申请预重整暨法院决定对公司启动预重整公告》（公告编号： 2023-015）。 6.根据2023年7月10日公司与重整投资人签署的《豆神教育科技（北京）股 份有限公司预重整/重整投资协议》的约定，各重整投资人应向公司缴纳的保证 金金额为人民币59,875,000.00元（大写：伍仟 ...

证券代码：300010 证券简称：*ST豆神 公告编号：2023-049 豆神教育科技（北京）股份有限公司 关于公司被债权人申请重整及预重整的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或者重大遗漏。 2023 年 3 月 31 日，豆神教育科技（北京）股份有限公司（以下简称"公司"） 收到北京市第一中级人民法院（以下简称"北京一中院"或"法院"）送达的《通 知书》及（2023）京 01 破申 280 号《决定书》，公司债权人佟易虹以公司不能 清偿到期债务，且明显缺乏清偿能力为由，向法院申请对公司进行重整，并申请 启动预重整程序。为降低重整成本、提高重整成功率、有效识别重整价值及可行 性，北京一中院决定对公司启动预重整。详见公司 2023 年 3 月 31 日披露的《关 于公司被债权人申请预重整暨法院决定对公司启动预重整公告》（公告编号： 2023-015）。 根据《深圳证券交易所创业板股票上市规则（2023 年修订）》（以下简称 《股票上市规则》）及《深圳证券交易所上市公司自律监管指引第 14 号--破产 重整等事项》的相关规定，现将公司被债权人申请重整及预 ...

Financial Performance - In 2022, the company recognized an asset impairment provision of CNY 233.93 million due to indications of impairment in intangible assets and goodwill [4]. - The company recorded a non-recurring loss of CNY 36.85 million, primarily due to performance compensation and overdue interest [6]. - The company incurred overdue interest of approximately CNY 77.75 million during the reporting period [6]. - The company reported significant losses in 2022, influenced by economic downturns and regulatory changes [7]. - The company's operating revenue for 2022 was ¥1,013,371,131.34, a decrease of 9.69% compared to ¥1,122,117,270.84 in 2021 [27]. - The net profit attributable to shareholders for 2022 was -¥686,932,644.25, representing a decline of 15.97% from -¥592,324,922.34 in 2021 [27]. - The total assets at the end of 2022 were ¥2,382,657,799.71, a decrease of 32.86% from ¥3,548,889,941.20 at the end of 2021 [27]. - The company experienced a significant decline in net assets attributable to shareholders, which fell to -¥649,510,126.37 in 2022 from ¥97,544,862.09 in 2021, a drop of 765.86% [27]. - The company has indicated uncertainty regarding its ability to continue as a going concern due to negative net profits over the past three years [27]. Revenue Sources - The revenue from the information technology services sector was ¥998,010,201.28, accounting for 98.48% of total revenue, with a year-on-year decrease of 9.46% [72]. - The revenue from educational products and management solutions increased by 9.73% to ¥900,241,914.80, which constituted 88.84% of total revenue [72]. - The revenue from Beijing was ¥1,005,344,550.5, representing 99.21% of total revenue, with a decrease of 4.89% from the previous year [72]. - The company’s smart education services generated revenue of 357.10 million yuan during the reporting period [43]. - The public welfare classroom business achieved revenue of 2.17 million yuan, providing quality course content as a supplement to after-school services [45]. - The arts education services generated revenue of 108.19 million yuan, focusing on non-academic quality education for students [48]. - The company launched a live e-commerce initiative on Douyin, generating approximately 319 million yuan in sales during the reporting period [50]. Business Strategy and Operations - The company is focusing on integrating and expanding its education business while enhancing its interactive new retail operations on platforms like Douyin [39]. - The company is actively expanding its regional smart education ecosystem by collaborating with various partners across the country [44]. - The company has established successful cases of its digital campus products in over a thousand schools and various institutions nationwide [43]. - The company has developed a new product line focused on quality educational content, responding to the "double reduction" policy by shifting from traditional subject services to non-subject learning services [58]. - The company aims to enhance its research and development capabilities to maintain competitive advantages and improve product offerings [99]. - The company plans to expand new business lines, including a "Knowledge Education Industry Alliance" to support various educational sectors [105]. - The company is committed to complying with the newly issued regulations for online broadcasters to ensure healthy and compliant development of its live sales business [41]. Legal and Compliance Issues - The company faced a lawsuit involving an amount of 140.32 million RMB, which has been recognized as a contingent liability [184]. - The company is currently involved in multiple legal disputes, including a loan agreement dispute with Zhongchuang Qianhai, which has not yet been resolved [187]. - The company received a regulatory letter for failing to timely disclose related party transactions, indicating compliance issues [188]. - The company has received a notice from the Beijing Financial Court regarding a lawsuit that could potentially impact its financial standing [185]. - The independent directors expressed no reservations regarding the audit report with significant uncertainties about the company's ability to continue as a going concern, affirming the report accurately reflects the company's financial status for 2022 [181]. Governance and Management - The board of directors consists of 9 members, including 3 independent directors, ensuring compliance with relevant laws and regulations [114]. - The company has a strategic committee, nomination committee, compensation and assessment committee, and audit committee to enhance decision-making processes [115]. - The company has established an independent financial department, ensuring compliance with accounting laws and regulations [124]. - The company has a clear governance structure, with independent decision-making capabilities across its various governing bodies [123]. - The company has committed to enhancing compliance awareness and ensuring timely and accurate information disclosure to protect shareholder interests [191]. Employee and Talent Management - The total number of employees at the end of the reporting period was 696, with 386 in technical roles and 151 in sales [147]. - The company has established a comprehensive compensation mechanism that includes basic salary, performance salary, and annual performance bonuses [149]. - The company emphasizes the development of high-end leadership talent to meet management needs through targeted training programs [152]. - The company has implemented a one-year on-the-job training plan for fresh graduates to enhance their professional skills and cultural integration [152]. - The company aims to strengthen its talent pool by focusing on the training and development of new graduates as part of its strategic growth [152]. Social Responsibility and Community Engagement - The company has actively engaged in social responsibility initiatives, including donations to educational institutions worth 500,000 yuan [169]. - DouShen Education is committed to participating in more educational poverty alleviation initiatives, focusing on promoting traditional Chinese culture and improving students' core competencies [170]. - The company conducted a charity live-streaming event on June 18, 2022, selling approximately 3,000 pounds of cherries to support rural revitalization efforts [171]. - DouShen Education's commitment to educational initiatives reflects its dedication to social responsibility and community engagement [170].

Financial Performance - In 2022, the company reported an asset impairment provision of CNY 233.93 million due to indications of impairment in intangible assets and goodwill [4]. - The company recognized an impairment loss of CNY 97.22 million for certain investments that are no longer expected to generate economic benefits [4]. - Non-operating losses for the year amounted to CNY -36.85 million, primarily due to performance compensation and overdue interest [6]. - The company incurred overdue interest of approximately CNY 77.75 million during the reporting period [6]. - The overall performance for 2022 resulted in significant losses, influenced by economic downturns and policy impacts on the TOC business [7]. - The company's operating revenue for 2022 was ¥1,013,371,131.34, a decrease of 9.69% compared to ¥1,122,117,270.84 in 2021 [27]. - The net profit attributable to shareholders was -¥686,932,644.25, representing a decline of 15.97% from -¥592,324,922.34 in the previous year [27]. - The total assets at the end of 2022 were ¥2,382,657,799.71, a decrease of 32.86% from ¥3,548,889,941.20 at the end of 2021 [27]. - The company experienced a significant decline in net assets attributable to shareholders, which fell to -¥649,510,126.37 from ¥97,544,862.09 in 2021, a drop of 765.86% [27]. - The company has faced uncertainty regarding its ability to continue as a going concern, as indicated by the audit report [27]. Revenue and Growth - The company’s live sales business experienced good growth during the reporting period, despite challenges in other areas [4]. - The company reported a quarterly revenue of ¥400,298,572.87 in Q4 2022, which was the highest among the four quarters [30]. - The company’s net profit attributable to shareholders for Q4 2022 was -¥514,026,390.64, indicating continued losses [30]. - The company generated approximately 319 million yuan in revenue from live e-commerce sales through Douyin, leveraging its pool of excellent teachers [50]. - The total revenue for 2022 was ¥1,013,371,131.3, representing a decrease of 9.69% compared to ¥1,122,117,270.8 in 2021 [71]. - Revenue from the information technology services sector accounted for 98.48% of total revenue, amounting to ¥998,010,201.28, down 9.46% from ¥1,102,226,162.1 in 2021 [71]. - The education products and management solutions segment saw a revenue increase of 9.73%, reaching ¥900,241,914.80, compared to ¥820,427,374.90 in 2021 [71]. - The gross profit margin for the information technology services sector was 29.82%, reflecting a 2.02% increase year-on-year [76]. Business Strategy and Development - The company is focusing on integrating and expanding its education business while enhancing its interactive new retail operations on platforms like Douyin [39]. - The company has developed 95 software products with computer software copyright and obtained 39 national patents, enhancing its technological capabilities [43]. - The company is actively expanding its regional smart education ecosystem by collaborating with various partners across the country [44]. - The company has integrated its quality course content into family education, launching products like "Dou Shen Film Classroom" in partnership with major internet platforms [46]. - The company is focusing on the integration of technology and education, utilizing cloud computing, IoT, big data, and AI in its service offerings [43]. - The company aims to continue expanding its product offerings in the non-subject learning service area to solidify and enhance its market position [58]. - The company plans to strengthen its original business and expand its presence on platforms like Douyin, focusing on live streaming and e-commerce to enhance user engagement and sales [100]. - The company aims to enhance its research and development capabilities, particularly in educational content, to maintain competitive advantage and optimize product offerings [101]. Governance and Compliance - The company has maintained compliance with corporate governance standards, ensuring equal rights for all shareholders and protecting their interests [112]. - The company has established a comprehensive performance evaluation and incentive mechanism for senior management, linking their compensation directly to performance outcomes, with a three-year assessment period [121]. - The board of directors operates under a structured framework, ensuring compliance with relevant laws and regulations, and has held meetings that adhere to the established procedures [116]. - The company maintains a strict internal audit system to ensure compliance and risk control, with an independent internal audit department reporting directly to the audit committee [122]. - The company has a dedicated financial department that adheres to accounting laws and regulations, ensuring independent financial decision-making and management [126]. - The company has implemented a transparent information disclosure system, ensuring timely and accurate communication with investors [118]. - The company has established a governance structure that includes a board of directors, supervisory board, and audit committee, ensuring independent decision-making capabilities [125]. - The company has a clear and independent asset ownership structure, with no instances of asset misappropriation by the largest shareholder [125]. Employee and Training Initiatives - The total number of employees at the end of the reporting period was 696, with 386 in technical roles and 151 in sales [152]. - The total employee compensation accounted for CNY 37.21 million, representing 5.23% of the company's total costs [155]. - The company has established a comprehensive compensation mechanism that includes basic salary, performance salary, and annual performance bonuses [154]. - The company has implemented a one-year on-the-job training plan for new graduates to facilitate their transition into the workforce [157]. - The company has a three-tier internal training system to enhance knowledge and skills across different levels and departments [158]. - The company emphasizes the importance of internal knowledge sharing and has developed a knowledge repository system [158]. - The company is committed to enhancing management capabilities through targeted leadership training programs [158]. Legal and Regulatory Matters - The company reported a litigation amount of 14,032.38 million CNY, which has been recognized as a contingent liability [188]. - The company is involved in a lawsuit with China Bank involving a claim of 76,826.35 million CNY, which may pose financial risks [189]. - The company has received arbitration requests related to its loan agreements, indicating ongoing financial negotiations and potential restructuring efforts [191]. - The company has not reported any significant litigation or arbitration matters that would impact its financial position [188]. - The company has not faced any environmental penalties and complies with all relevant environmental regulations [170]. - The company has not reported any penalties or corrective actions during the reporting period, suggesting compliance with regulatory standards [192]. Social Responsibility and Community Engagement - The company has actively engaged in social responsibility initiatives, including donations to educational institutions valued at 500,000 yuan [173]. - The company plans to continue participating in educational poverty alleviation efforts, focusing on promoting the balanced development of educational resources and improving students' core competencies [174]. - DouShen Education collaborated with multiple schools in Lianyungang to provide a series of humanities courses, aiming to enhance students' knowledge and cultural awareness [174]. - The company aims to enhance its educational offerings by integrating traditional Chinese culture into its curriculum, aligning with national policy guidance [174].

股票代码：300010 股票简称：豆神教育 债券代码： 000000 债券简称： XX 转债 编号：2023-002 投资者关系活动类 □特定对象调研 □分析师会议 别 □媒体采访 √业绩说明会 □新闻发布会 □路演活动 □现场参观 □其他 （请文字说明其他活动内容） 参与单位名称及人 线上参与公司豆神教育 2022 年度网上业绩说明会的投 员姓名 资者 时间 2023 年 05 月 18 日（星期四）下午 15:00-17:00 地点 "豆神教育投资者关系"微信小程序 董事长：窦昕先生 上市公司接待人员 独立董事：金向东先生 姓名 副总裁、董事会秘书：陈钊先生 财务总监：张瑛女士 1、问：请问我们购买的股票随着退市，是不是钱无法回 头啦 答：尊敬的投资人您好： 公司目前已进行了相关的风险 警示，公司已进入预重整程序，相关进展请您密切关注 进展公告。 投资者关系活动主 2、问：2022 年买入豆神股票，至今仍持有，就是冲着窦 要内容介绍 盺买的，觉得靠谱，不辞辛苦肯干，公司应该发展的很 好，没想到今天损失惨重，想问一下窦盺，你是否已经 放弃了上市公司，而准备另起炉灶，如果没有放弃，你 在做哪方面的努力？对投资 ...

Financial Performance - The company's revenue for Q1 2023 was ¥156,428,837.49, a decrease of 6.76% compared to ¥167,772,565.31 in the same period last year[5] - The net loss attributable to shareholders for Q1 2023 was ¥53,604,198.34, representing a 24.75% increase in loss from ¥42,969,737.32 in the previous year[5] - Basic and diluted earnings per share were both -¥0.0617, a decrease of 24.65% from -¥0.0495 in the previous year[5] - The net profit for Q1 2023 was a loss of CNY 54,033,496.00, compared to a loss of CNY 43,269,819.58 in Q1 2022, indicating an increase in losses of about 24.9%[21] - The total comprehensive income for Q1 2023 was a loss of CNY 54,033,496.00, compared to a loss of CNY 43,197,552.82 in Q1 2022, reflecting an increase in comprehensive losses of about 25.1%[21] Cash Flow and Liquidity - The net cash flow from operating activities was -¥70,966,304.71, showing a slight improvement of 1.83% compared to -¥72,292,365.99 in the same period last year[5] - Cash and cash equivalents at the end of the period were ¥54,442,873.17, down from ¥130,514,893.33 at the beginning of the year, representing a decline of 58.3%[16] - The cash flow from operating activities showed a net outflow of CNY 70,966,304.71 in Q1 2023, slightly improved from a net outflow of CNY 72,292,365.99 in Q1 2022[23] - The cash and cash equivalents at the end of Q1 2023 were CNY 33,573,820.28, down from CNY 42,741,200.75 at the end of Q1 2022, a decrease of approximately 21.5%[24] - The net cash flow from investing activities for Q1 2023 was CNY 381,153.72, a significant improvement from a net outflow of CNY 29,450.23 in Q1 2022[23] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥2,265,641,364.26, down 4.91% from ¥2,382,657,799.71 at the end of the previous year[5] - Total current assets amounted to ¥1,045,252,969.25, down from ¥1,150,486,521.90, indicating a decrease of 9.1%[16] - Total liabilities decreased to ¥3,027,633,204.05 from ¥3,090,547,508.99, a decline of 2.0%[17] - The company reported a total equity attributable to shareholders of the parent company at -¥703,182,959.22, worsening from -¥649,510,126.37[17] - The company’s non-current liabilities totaled ¥241,692,320.87, an increase from ¥232,276,473.42, reflecting a rise of 4.0%[17] Expenses - Research and development expenses decreased by 40% to ¥7,248,328.05 from ¥12,113,041.49 in the previous year, mainly due to a reduction in R&D personnel[8] - Sales expenses increased by 29% to ¥28,087,599.39 from ¥21,771,670.32 in the previous year, primarily due to higher business promotion costs[8] - The company reported a significant increase of 452% in other operating expenses, totaling ¥10,983,647.25, compared to ¥1,990,730.92 in the previous year, mainly due to compensation provisions[8] - The company incurred financial expenses of CNY 23,419,016.29 in Q1 2023, compared to CNY 21,243,903.75 in Q1 2022, representing an increase of approximately 10.3%[20] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 60,820, with no preferred shareholders[9] - The company’s contract liabilities were reported at ¥325,286,251.58, down from ¥349,966,515.48, a decrease of 7.1%[17]