Securities code: Dayu Water-Saving Group Co.Ltd(300021) securities abbreviation: Dayu Water-Saving Group Co.Ltd(300021) Announcement No.: 2022022 bond Code: 123063 bond abbreviation: Dayu convertible bond
Dayu Water-Saving Group Co.Ltd(300021)
Announcement on signing the tripartite supervision agreement for raised funds
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of raised funds
The reply on Approving the registration of Dayu Water-Saving Group Co.Ltd(300021) to issue shares to specific objects (zjxk [2022] No. 325) issued by China Securities Regulatory Commission approved that Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as "the company") issued 58593750 shares to specific objects through simple procedures in 2021, with an issue price of 5.12 yuan / share and a total raised capital of 30000000 yuan, After deducting the issuance expenses of 947037735 yuan (excluding value-added tax) related to the issuance of shares to specific objects, the net amount of funds raised by the company this time is 29052962265 yuan.
The availability of the above raised funds has been verified by Lixin Accounting firm (special general partnership) and issued the capital verification report of Dayu Water-Saving Group Co.Ltd(300021) issuing shares to specific objects with simple procedures (xcpa Bao Zi No. zg10111) and the capital verification report of Dayu Water-Saving Group Co.Ltd(300021) issuing shares to specific objects with simple procedures (xcpa Bao Zi No. zg10112).
2、 Opening of special account for raised funds
In order to regulate the management and use of the raised funds of the company and protect the rights and interests of investors, according to the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies Relevant provisions such as the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and authorized by the company's 2020 annual general meeting of shareholders, The 61st (Interim) meeting of the 5th board of directors of the company deliberated and approved the proposal on determining the special account for raised funds and authorizing the signing of the supervision agreement for raised funds, The company and its wholly-owned subsidiary Dayu environmental protection (Tianjin) Co., Ltd. (the implementation subject of this part of the raised investment project, hereinafter referred to as "Dayu environmental protection") have identified the relevant newly opened bank account as the special account for the raised funds, which is used for the deposit, management and use of the funds raised by issuing shares to specific targets in a simple procedure.
3、 Signing of tripartite supervision agreement for raised funds
On February 21, 2022, the company held the 61st (Interim) meeting of the 5th board of directors, deliberated and approved the proposal on determining the special account for raised funds and authorizing the signing of the supervision agreement for raised funds, and agreed to authorize the company, Dayu environmental protection, the sponsor and the commercial bank to sign the tripartite supervision agreement for raised funds. On March 1, 2022, the company and Dayu environmental protection and recommendation institution Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "Guotai Junan"), Jiuquan branch of Bank of Lanzhou Co., Ltd., business office of Bank of Lanzhou Co., Ltd., Tianjin Wuqing branch of Industrial Bank Co., Ltd The business department of Jiuquan branch of Bank of Gansu Co., Ltd. signed the tripartite supervision agreement on raised funds respectively, as follows:
Purpose company name bank account no. of deposit bank
number
Dayu Water-Saving Group Co.Ltd(300021) group shares Lanzhou Bank Co., Ltd. 1018120011552471 regional operation center and Jiuquan branch of comprehensive services Co., Ltd
Business capacity improvement project Dayu Water-Saving Group Co.Ltd(300021) group shares Bank of Lanzhou Co., Ltd. 101872060450525 shares company business office
Intelligent rural sewage treatment is set up by Dayu environmental protection (Tianjin) Industrial Bank Co.Ltd(601166) Co., Ltd
2. Membrane separation device and supporting Co., Ltd. Tianjin Wuqing sub branch 441310100100584946 double wall corrugated pipe production project
3 replenish working capital and repay bank Dayu Water-Saving Group Co.Ltd(300021) group shares Bank of Gansu Co., Ltd. 61012500200017805 bank loan Co., Ltd. Jiuquan branch business department
4、 Main contents of the tripartite supervision agreement on raised funds
The company and its subsidiaries are referred to as "party a", the deposit bank is referred to as "Party B", and the recommendation institution Guotai Junan Securities Co.Ltd(601211) is referred to as "Party C". In order to standardize the management of Party A's raised funds and protect the rights and interests of small and medium-sized investors, in accordance with relevant laws and regulations, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the measures for the management of raised funds formulated by Party a, Party A, Party B and Party C have reached the following agreement through negotiation:
1. Party A has opened a special account for raised funds (hereinafter referred to as "special account") with Party B. The special account is only used for the storage and use of the funds raised by Party A's relevant raised investment projects, and shall not be used for other purposes.
2. Both parties shall abide by the laws and regulations of the people's Republic of China on the administration of accounts and bills, and the administrative regulations of the people's Republic of China on the administration of accounts and bills. Party A shall comply with the provisions of laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange 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 guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange 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 cooperate with Party C's investigation and inquiry. Party C shall also check the storage of the raised funds in the special account during the on-site inspection of Party A. Party A shall properly manage and use the raised funds in strict accordance with relevant regulations and approval systems, and establish bookkeeping records for the use of each raised fund (including but not limited to approval documents, bank transfer vouchers, company bookkeeping vouchers, etc.).
4. Party A authorizes the sponsor representatives designated by Party C, Zhang Guiyang and Xing Yongzhe, 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 inquires about the special account of Party A from Party B, he shall issue his own legal identity certificate; Other staff members 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 monthly statement to Party A 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 from the special account in one time or within 12 months (determined according to the lower principle between 50 million yuan or 20% of the net raised funds), Party B shall notify Party C by fax in time 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 Party A and Party B of the contact information of the changed recommendation representative in writing according to the requirements of the 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 large withdrawals from the special account, and fails to cooperate with Party C in investigating the special account, Party A has the right to unilaterally terminate this Agreement and cancel the special account for raised funds. Party A shall separately determine the special account for raised funds as soon as possible, and shall sign a new tripartite supervision agreement for raised funds with the deposit bank of the new special account for raised funds and Party C within one month from the date of termination of this agreement, and report it to Shenzhen stock exchange for filing before making an announcement.
9. This Agreement shall come into force from the date when the legal representatives 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 after all the funds in the special account are spent and the supervision period of Party C ends.
10. This agreement is made in quintuplicate. Party A, Party B and Party C each hold one copy and report one copy to Shenzhen Stock Exchange and Gansu regulatory bureau of CSRC. Party A shall timely announce the main contents of this agreement after signing this agreement in accordance with relevant regulations.
5、 Documents for future reference
1. Tripartite supervision agreement on raised funds;
2. Dayu Water-Saving Group Co.Ltd(300021) issue capital verification report of shares to specific objects through simple procedures (Xin Gong Shu Bao Zi No. zg10111);
3. Capital verification report of Dayu Water-Saving Group Co.Ltd(300021) issuing shares to specific objects through simple procedures (Xin Gong Shu Bao Zi No. zg10112).
It is hereby announced.
Dayu Water-Saving Group Co.Ltd(300021) board of directors March 2, 2022
