Securities code: 002126 securities abbreviation: Zhejiang Yinlun Machinery Co.Ltd(002126) Announcement No.: 2022-013
Bond Code: 127037 bond abbreviation: Silver wheel convertible bond
Zhejiang Yinlun Machinery Co.Ltd(002126)
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.
Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company”) deliberated and approved the proposal on establishing a special account for raising funds for the changed project of the previous raised investment project and authorizing the signing of a tripartite supervision agreement at the 18th meeting of the eighth board of directors held on February 11, 2022, and agreed that the company and Shanghai yinlun heat exchange system Co., Ltd. should be established in Bank Of China Limited(601988) Tiantai County sub branch Bank Of Communications Co.Ltd(601328) Shanghai Fengxian sub branch opens a special account for the raised funds for the storage and use of the raised funds for the new energy vehicle battery and chip thermal management project, and authorizes the company’s management and relevant functional departments to open an account, sign a tripartite supervision agreement for the raised funds with the sponsor and the deposit bank of the raised funds, and other relevant matters. The opening of relevant special accounts and the signing of tripartite supervision agreements are hereby announced as follows:
1、 Opening and storage of special account for raised funds
Name of raised investment project account name account number of deposit bank deposit amount
(10000 yuan)
Zhejiang Yinlun Machinery Co., Ltd. Bank Of China Limited(601988) 392280706239 0
Battery and chip Co., Ltd. Tiantai County sub branch
Heat management project Shanghai yinlun heat exchange Bank Of Communications Co.Ltd(601328) Co., Ltd. 310069192013 0
System Co., Ltd. Shanghai Fengpu sub branch 005388481
Total 0
Note:
(1) Bank Of Communications Co.Ltd(601328) Shanghai Fengpu sub branch is subordinate to Bank Of Communications Co.Ltd(601328) Shanghai Fengxian sub branch, and the relevant special account supervision agreement is signed by Bank Of Communications Co.Ltd(601328) Shanghai Fengxian sub branch.
(2) The amount stored in the special account of raised funds is 0, because the relevant raised funds have not been transferred from the special account of the project before the change, and have been transferred to the above special account successively after signing this agreement.
2、 Main contents of the tripartite supervision agreement:
For the special account of raised funds opened by the company’s subsidiaries, the company and the subsidiaries implementing the raised investment project shall jointly sign an agreement with the deposit bank and the recommendation institution; For the special account for raised funds opened by the company, the company shall sign an agreement with the deposit bank and the recommendation institution. The main contents of the agreement signed by the company and the subsidiary implementing the raised investment project (Party A), the deposit bank (Party B) and China Securities Co.Ltd(601066) (Party C) are as follows:
1. In the special account for raised funds, Party A may deposit part of the funds in the special account in the form of certificate of deposit or other reasonable deposit according to the actual needs. Party A shall promptly notify Party C of the specific amount, deposit method, deposit period and other information of the deposit certificate or other reasonable deposit methods. The funds deposited by the above certificates of deposit or other reasonable deposit methods shall not be pledged or transferable. Party A shall not directly withdraw funds from the above certificates of deposit or other reasonable deposits.
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.
3. As the sponsor / financial advisor of Party A, Party C shall appoint the sponsor representative / sponsor 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 has the right to exercise its supervision power by means of on-site investigation and written inquiry. Party A and Party B shall actively 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 Huang Jianfei and Liu Xinhao, the sponsor representative / sponsor designated by Party C, 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. When the sponsor representative / sponsor inquires about Party A’s special account from Party B, he shall issue his own legal identity certificate; Other staff designated by Party C shall issue their own legal identity certificate and letter of introduction when inquiring about the special account of Party A from Party B.
5. Party B shall issue a statement of account to Party A on a monthly basis (before the 10th 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 (whichever is lower), Party A and Party B shall timely notify Party C by fax and / or email, and provide the expenditure list of the special account.
7. If Party B finds that Party A has illegal use of the raised funds or other major risks, Party B shall timely inform Party C and cooperate with Party C in investigation and verification.
8. Party C has the right to change the designated sponsor representative / sponsor according to relevant regulations. If Party C changes the sponsor representative / sponsor, it shall notify Party A and Party B of relevant supporting documents in writing, and inform Party A and Party B of the contact information of the sponsor representative / sponsor after replacement. The replacement of the sponsor representative / sponsor does not affect the effectiveness of this agreement. The authorization of Party A to the sponsor representative / sponsor of Party C agreed in Article 4 of this Agreement shall be automatically inherited by the replaced sponsor representative / sponsor.
9. 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.
10. If any party to this agreement violates this agreement, it shall bear the liability for breach of contract to the observant party and compensate the observant party for the losses suffered therefrom.
11. This Agreement shall take effect from the date when the legal representatives (principals) of Party A, Party B and Party C or their authorized representatives 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 or the agreement is terminated and the account is cancelled by consensus of all parties.
Party C’s obligations shall last until the end of the continuous supervision period.
3、 Documents for future reference
Tripartite supervision agreement for raised funds
It is hereby announced
Zhejiang Yinlun Machinery Co.Ltd(002126) board of directors
February 25, 2022
