Securities code: 002139 securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022010 Shenzhen Topband Co.Ltd(002139)
Announcement on adding a special account for raised funds and signing a tripartite supervision agreement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of raised funds
With the approval of the reply on approving Shenzhen Topband Co.Ltd(002139) non-public development of shares (zjxk [2020] No. 1865) issued by China Securities Regulatory Commission, Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”) non publicly issued 92105263 RMB ordinary shares to specific objects, with a par value of RMB 1 per share and an issue price of RMB 11.40 per share, The total amount of the raised funds is 104999998.20 yuan, after deducting the expenses related to the issuance of 13152929.49 yuan (excluding tax), the net amount of the actually available raised funds is 1036847068.71 yuan.
The above raised funds have been transferred to the special account for raised funds of the company on May 10, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds raised by the company’s non-public offering of shares, and issued the capital verification report of “Tian Ye Ye Zi [2021] No. 29460”.
2、 Opening of special account for raised funds and signing of tripartite supervision agreement for raised funds
In order to standardize the deposit, use and management of the company’s raised funds and effectively protect the rights and interests of investors, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange and the company’s measures for the administration of raised funds, The company has set up a special account for the raised funds to deposit the raised funds.
According to the proposal on opening a special account for raising funds from non-public development banks and signing a supervision agreement for raising funds, which was deliberated and adopted at the ninth meeting of the seventh board of directors on April 26, 2021, The company and its wholly-owned subsidiary Huizhou Electric Technology Co., Ltd. signed the tripartite agreement on supervision of raised funds with Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch and Bank Of China Limited(601988) Shenzhen Longhua sub branch and the sponsor China Securities Co.Ltd(601066) respectively, clarifying the rights and obligations of all parties.
For details, see the announcement on signing the tripartite supervision agreement for raised funds (Announcement No.: 2021053) issued by the company on cninfo.com on May 27, 2021.
3、 Opening of the new special account for raised funds
On January 7, 2022, the company held the 18th (Interim) meeting of the 7th board of directors and the 15th (Interim) meeting of the 7th board of supervisors, which respectively deliberated and adopted the proposal on changing the implementation mode, implementation subject and implementation location of some investment projects with raised funds, Adjust the implementation method, implementation subject and implementation location of the lithium battery project in the “Tuobang Huizhou second industrial park project” of the investment project raised by the listed company. The total investment of the lithium battery project in the original investment is 754.403 million yuan. After this change, the total investment of the lithium battery project will be changed to 75 million yuan, The company will transfer the raised funds to the bank account of Nantong Tuobang by paying in the registered capital of its wholly-owned subsidiary Nantong Tuobang Youneng Technology Co., Ltd. (hereinafter referred to as “Nantong Tuobang”), and Nantong Tuobang will store the raised funds in a special account for the phase I project of Nantong Industrial Park. The listed company is responsible for supervising and ensuring that Nantong Tuobang complies with the laws and regulations related to the raised funds and the management system of the raised funds. This matter has been deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
In order to better regulate the management of the company’s raised funds, protect the rights and interests of small and medium-sized investors and facilitate the development of investment projects with raised funds, according to relevant laws and regulations, the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the company’s raised funds management system, the company Nantong Tuobang signed the tripartite supervision agreement on raised funds with Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch and China Securities Co.Ltd(601066) . The opening of the new special account for raised funds is as follows:
Account name deposit bank account number
Nantong Tuobang Youneng Technology Shanghai Pudong Development Bank Co., Ltd. has 79350078801600002811 shares
Shenzhen Qianhai Branch Co., Ltd
Note: this special account is only used for the storage and use of the funds raised by the company’s phase I project of Tuobang Nantong Industrial Park, and is not used for other purposes.
4、 Main contents of the newly signed tripartite supervision agreement on raised funds
first party:
Party A 1: Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “listed company” or “Party A 1”) Party A 2: Nantong Tuobang Youneng Technology Co., Ltd. (hereinafter referred to as “Nantong Tuobang” or “Party A 2”) the above companies are jointly regarded as Party A of the contract
Party B: Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch (hereinafter referred to as “Party B”)
Party C: China Securities Co.Ltd(601066) (hereinafter referred to as “Party C”)
1. Party A has opened a special account for raised funds (hereinafter referred to as “special account”) at Party B, with an account number of 79350078801600002811. As of February 8, 2022, the balance of the special account is RMB 10000. The special account is only used for the storage and use of the funds raised by Party A for the first phase of phase I project of Tuobang Nantong Industrial Park, and shall not be used for other purposes.
2. Party A and Party B shall jointly abide by the bill law of the people’s Republic of China, the measures for payment and settlement, the measures for the administration of RMB bank settlement accounts and other laws, regulations and rules. Party A shall comply with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the management system of raised funds formulated by Party A.
3. As the sponsor of Party A, Party C shall appoint a sponsor representative or other staff to supervise the use of the raised funds of Party A in accordance with relevant regulations. Party C shall perform its supervision duties in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the raised funds management system formulated by Party A, and may exercise its supervision power by means of on-site investigation and written inquiry. Party A and Party B shall cooperate with Party C’s investigation and inquiry. Party C shall conduct on-site inspection on the storage and use of Party A’s raised funds every six months.
4. Party A authorizes Party C’s designated sponsor representatives Xu Chao and Zhu Mingqiang to inquire and copy the information of Party A’s special account at any time; Party B shall timely, accurately and completely provide it with the required information about the special account.
5. Party B shall issue a statement of account to Party A on a monthly basis (before the 20th of each month) and send a copy to Party C. Party B shall ensure that the statement is true, accurate and complete.
6. If Party A withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, Party B shall timely notify Party C by fax and provide the expenditure list of the special account.
7. Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the recommendation representative, it shall notify Party B of relevant supporting documents in writing, and notify the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 11 of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
8. If Party B fails to issue a statement of account to Party C in time for three consecutive times or notify Party C of the large withdrawal of the special account, and fails to cooperate with Party C in investigating the special account, Party A or Party C may require Party A to unilaterally terminate this Agreement and cancel the special account for raised funds.
9. This Agreement shall come into force from the date when the legal representatives or authorized representatives of Party A, Party B and Party C sign and affix the official seals of their respective units, and shall become invalid from the date when all the funds in the special account are spent and the account is cancelled according to law.
Party C’s obligations shall be relieved until the end of the continuous supervision period, i.e. December 31, 2022.
10. This agreement is made in OCTUPLICATE, with Party A, Party B and Party C holding one copy respectively, reporting one copy to Shenzhen Stock Exchange and Shenzhen regulatory bureau of China Securities Regulatory Commission, and the rest to Party A for standby.
5、 Documents for future reference
1. Tripartite supervision agreement on raised funds.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of directors February 9, 2022
