Securities code: 605108 securities abbreviation: Tongqinglou Catering Co.Ltd(605108) Announcement No.: 2022-011 Tongqinglou Catering Co.Ltd(605108)
About opening a special account for raising funds of a wholly-owned subsidiary
And sign the announcement of the Quartet supervision agreement on the raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Basic information of raised funds
With the approval of the reply on Approving the initial public offering of Tongqinglou Catering Co.Ltd(605108) shares (zjxk [2020] No. 50) issued by the China Securities Regulatory Commission, the company issued 50 million ordinary shares at an initial public offering price of 16.70 yuan / share, and the total amount of funds raised from the stock offering was 835 million yuan. After deducting the total issuance expenses of 99.7 million yuan, The net amount of funds actually raised was 735.3 million yuan. Rongcheng Certified Public Accountants (special general partnership) verified the availability of funds for this offering on July 10, 2020 and issued the capital verification report “Rongcheng Yan Zi [2020] No. 230z0130”. The company has deposited all the above raised funds in the special account for the management of raised funds, signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the commercial bank storing the raised funds, opened a special account for raised funds, and implemented the special account for the storage of raised funds.
2、 Signing of four party supervision agreement on raised funds
On February 17, 2022, the company held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors, deliberated and approved the proposal on using the raised funds to invest in the implementation of raised investment projects in a wholly-owned subsidiary, and agreed to use the raised funds to invest in Wuxi Centennial Tongqing catering Co., Ltd. (hereinafter referred to as “Wuxi Centennial”), It is used for the implementation of the new chain hotel project in Wuxi, of which 30 million yuan is used for the paid in Wuxi Centennial registered capital, and the remaining 20 million yuan is included in Wuxi Centennial capital reserve. Wuxi Centennial will open a special account for raised funds and sign a quartet supervision agreement on the storage of raised funds. For details, please refer to the website of Shanghai Securities Exchange (www.sse. Com. CN.) on February 19, 2022 The announcement of Tongqinglou Catering Co.Ltd(605108) on using the raised funds to invest in the implementation of raised investment projects to wholly-owned subsidiaries (Announcement No.: 2022-009) disclosed on the. In accordance with the Listing Rules of Shanghai Stock Exchange (revised in January 2022), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws, regulations and normative documents, On February 25, 2022, the company signed the four party supervision agreement on the storage of special account for raised funds with Wuxi Bainian, Guoyuan Securities Company Limited(000728) and Binhu branch of Hefei Science and Technology Rural Commercial Bank Co., Ltd., and the content of the agreement is not significantly different from the tripartite supervision agreement (model) on the storage of special account for raised funds formulated by Shanghai Stock Exchange. The details of account opening are as follows:
Name of the special account for raised funds of the bank where the raised funds are to be deposited in the raised investment project and the amount of funds (10000 yuan)
Wuxi Baihe Fertilizer Technology Co., Ltd
Tongqing Commercial Bank Co., Ltd. 2001026873526660000011 Xinkai chain 5000 catering Co., Ltd. Binhu hotel project
Limited company sub branch
3、 Main contents of the four party supervision agreement on the storage of raised funds in the special account
Party A: Tongqinglou Catering Co.Ltd(605108) (hereinafter referred to as “party a”)
Party B: Wuxi Centennial Tongqing catering Co., Ltd. (hereinafter referred to as “Party B”)
Party C: Binhu sub branch of Hefei Science and Technology Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Party C”) Party D: Guoyuan Securities Company Limited(000728) (sponsor) (hereinafter referred to as “Party D”)
In order to regulate the management of Party A’s raised funds and protect the rights and interests of investors, Party A, Party B, Party C and Party D have reached the following agreement through negotiation in accordance with relevant laws and regulations and the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation:
Wuxi Centennial Tongqing catering Co., Ltd. opened a special account for raising funds (hereinafter referred to as the “special account”) in Binhu branch of Hefei Science and Technology Rural Commercial Bank Co., Ltd., with the account number of 2001026873526660000001 and the account name of Wuxi Centennial Tongqing catering Co., Ltd. After this Agreement comes into effect, Party A shall remit 50 million yuan of funds originally deposited in the special account for raised funds of Binhu sub branch of Hefei Science and Technology Rural Commercial Bank Co., Ltd. with an account number of 2000003762356600000126 into the above special account. The special account is only used for the storage and use of Party B’s new chain hotel project and shall not be used for other purposes. Party C shall not be responsible for reviewing the use of funds. This special account does not have the function of online bank transfer. The raised capital deposited by Party B in the form of deposit certificate is / 10000 yuan (if any), the account opening date is / year / month / day, and the term is / month. Party B promises that after the above certificate of deposit expires, it will be transferred to the special account for raised funds specified in this Agreement for management or renewal in the form of certificate of deposit, and notify Party D that Party B’s certificate of deposit shall not be pledged.
2、 Party A, Party B and Party C 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、 Party D, as the sponsor of Party A, shall appoint a sponsor representative or other staff to supervise the use of the raised funds in accordance with relevant regulations.
Party d promises to perform the responsibility of recommendation and conduct continuous supervision on the management of the raised funds of Party A and Party B in accordance with the administrative measures for the recommendation business of securities issuance and listing, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the raised funds management system formulated by Party A.
Party D may exercise its supervision right by means of on-site investigation and written inquiry. Party A, Party B and Party C shall cooperate with Party D’s investigation and inquiry. Party D shall check the storage of the special account at the same time when conducting on-site investigation on Party B every half a year.
Four. Party A and Party B authorized the designated representative sponsor Li Zhoufeng (ID number: 34210119810717021X) and Ma Zhitao (ID number: 340104197305062511) to consult and copy the information of Party B’s clients at any time. Party C shall timely, accurately and completely provide it with the required information about the special account.
When the sponsor representative inquires about the special account from Party C, he shall issue his own legal identity certificate; Other staff members designated by Party D shall issue their own legal identity certificate and letter of introduction when inquiring about the special account from Party C.
5、 Party C shall issue a true, accurate and complete special account statement to Party A and Party B on a monthly basis (before the 10th of each month) and send a copy to Party D.
6、 If Party B withdraws more than 50 million yuan from the special account in one time or within 12 months and reaches 20% of the net amount of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”), Party C shall timely notify Party D by email and provide the expenditure list of the special account.
7、 Party D has the right to change the designated sponsor representative in accordance with relevant regulations. If Party D changes the recommendation representative, it shall notify Party C of relevant supporting documents in writing, and notify Party A and Party B of the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 12 of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement. 8、 If Party C fails to issue a statement of account to Party A or Party B in time for three consecutive times and fails to cooperate with Party D in investigating the special account, Party A and Party B may unilaterally terminate this Agreement and cancel the special account for raised funds on their own initiative or at the request of Party D.
9、 If Party D finds that Party A, Party B and Party C fail to perform this Agreement as agreed, it shall timely report in writing to the Shanghai Stock Exchange after knowing the relevant facts.
10、 This Agreement shall come into force from the date when the legal representatives (principals) of Party A, Party B, Party C and Party D 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.
11、 This agreement is made in OCTUPLICATE, with Party A, Party B, Party C and Party D holding one copy respectively, reporting one copy to Shanghai Stock Exchange and Anhui regulatory bureau of China Securities Regulatory Commission, and the rest to Party A and Party B for standby.
It is hereby announced.
Tongqinglou Catering Co.Ltd(605108) board of directors February 26, 2022
