Securities code: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) securities abbreviation: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) Announcement No.: 2022018 Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Announcement on signing the four party supervision agreement for raised funds
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
Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) (hereinafter referred to as the “company”) received the reply on approving Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) non-public development of shares (zjxk [2021] No. 2500) issued by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on July 30, 2021, approving the company’s non-public offering of no more than 206 million new shares.
The actual number of shares issued this time is 20 Shanghai Pudong Development Bank Co.Ltd(600000) 0, the issue price per share is 3.88 yuan, and the total amount of funds raised is 79928000000 yuan. After deducting the underwriting recommendation fee of 1527147170 yuan (excluding value-added tax) and other issuance expenses of 62830189 yuan (excluding value-added tax), the net amount of funds raised in this non-public offering of A-Shares is 78338022641 yuan. The above-mentioned raised funds were remitted to the special account for raised funds of the company on August 20, 2021, and verified by sigma Certified Public Accountants (special general partnership). The capital verification report (xihyyz (2021) No. 0041) was issued on August 20, 2021.
On September 3, 2021, the company and the sponsor Western Securities Co.Ltd(002673) signed the tripartite supervision agreement on raised funds (hereinafter referred to as the “supervision agreement”) with Industrial And Commercial Bank Of China Limited(601398) Baoji branch, Shanghai Pudong Development Bank Co.Ltd(600000) Baoji branch and Bank Of Communications Co.Ltd(601328) Baoji branch respectively, which defined the rights and obligations of all parties. There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the regulatory agreement.
2、 Signing of four party supervision agreement on raised funds
Baoji Machine Tool Group Co., Ltd. (hereinafter referred to as “Baoji Machine Tool”), a holding subsidiary of the company, is one of the projects raised and invested by the company.
The company held the 8th meeting of the 8th board of directors on January 28, 2022, deliberated and approved the proposal on using the raised funds to increase capital to Baoji Machine Tool Group Co., Ltd., a holding subsidiary, and the proposal on opening a special account for raised funds, It is agreed that the company will use the raised fund of 150 million yuan to increase the capital of Baoji Machine tool to implement the raised investment project (Announcement No.: 2022002).
As of February 28, 2022, the company has remitted 50 million yuan of raised funds from the special account for raised funds in the business department of Shanghai Pudong Development Bank Co.Ltd(600000) Baoji branch into the special account for raised funds opened by Baoji Machine Tool in Shanghai Pudong Development Bank Co.Ltd(600000) Baoji branch.
In order to standardize the management of the company’s raised funds and protect the rights and interests of small and medium-sized investors, in accordance with the company law, the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange The company signed the four party supervision agreement on raised funds with Shanghai Pudong Development Bank Co.Ltd(600000) Baoji branch, Baoji Machine tool, Western Securities Co.Ltd(002673) Baoji branch, and Western Securities Co.Ltd(002673) .
3、 Main contents of the four party supervision agreement on raised funds
Party A: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) (hereinafter referred to as “party a”)
Party B: Shanghai Pudong Development Bank Co.Ltd(600000) Baoji branch (hereinafter referred to as “Party B”)
Party C: Western Securities Co.Ltd(002673) (hereinafter referred to as “Party C”)
Party D: Baoji Machine Tool Group Co., Ltd. (hereinafter referred to as “Party D”)
1. Party D has opened a special account for the raised funds (hereinafter referred to as “special account”) with account number 44010078801 China Vanke Co.Ltd(000002) 488. This special account is only used for the storage and use of the raised funds of the “high-end CNC machine tool industrial capacity improvement and digital chemical plant transformation project” implemented by Party A to Party D in the form of capital increase, and shall not be used for other purposes. Party D’s time deposits shall not be converted into certificates of deposit for pledge.
2. Party A, Party B and Party D 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, administrative regulations and departmental rules.
3. As the sponsor of Party A, Party C shall appoint a sponsor representative or other staff to supervise the use of Party D’s raised funds in accordance with relevant regulations. Party C shall perform its supervision duties in accordance with the guidelines for the standardized operation of listed companies 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 B and Party D shall cooperate with Party C’s investigation and inquiry. During the on-site investigation of Party D, Party C shall check the storage of the raised funds in the special account at the same time.
4. Party D authorizes Wang Keyu and Zhang Liang, the sponsor representatives designated by Party C, to inquire and copy the materials of Party D’s special account at any time; Party B shall timely, accurately and completely provide it with the required information about the special account.
The sponsor’s legal identity certificate shall be issued by the sponsor’s representative to Party B; 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 D from Party B.
5. Party B shall issue a statement of account to Party D on a monthly basis (before the 10th of each month) and send a copy to Party A and Party C. Party B shall ensure that the statement is true, accurate and complete.
6. If Party D withdraws more than 30 million yuan from the special account at one time or within 12 months, Party B shall timely notify Party A and 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 A, Party B and Party D in writing of relevant supporting documents, and notify Party A, Party B and Party D in writing of the contact information of the changed recommendation representative in accordance with the requirements 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 A, Party C and Party D in time for three consecutive times or notify Party A, Party C and Party D of the large withdrawal of the special account, and fails to cooperate with Party C in investigating the special account, Party D has the right to unilaterally terminate this Agreement and cancel the special account for raised funds. During the supervision period, if the special account is limited or lost due to the freezing, deduction or other reasons not attributable to Party B by the competent authority, Party B shall not be liable.
9. 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 until all the funds in the special account are spent.
4、 Documents for future reference
Four party supervision agreement on raised funds
It is hereby announced.
Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Board of directors
March 3, 2022
