Securities code: 002792 securities abbreviation: Tongyu Communication Inc(002792) Announcement No.: 2021-067 Tongyu Communication Inc(002792)
On opening a special account for raised funds and signing the agreement for raised funds
Announcement of tripartite regulatory agreement
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Tongyu Communication Inc(002792) (hereinafter referred to as “the company”) held the 11th meeting of the 4th board of directors on November 25, 2021, deliberated and adopted the proposal on opening a special account for raised funds and signing a tripartite supervision agreement for raised funds. The board of directors of the company agreed that the company and China Construction Bank Corporation(601939) Zhongshan branch, Wuhan Guangwei Communication Technology Co., Ltd. and Industrial Bank Co.Ltd(601166) Zhongshan branch, Wuhan Guangwei Communication Technology Co., Ltd., Zhongshan branch of Dongguan Bank Co., Ltd., Shenzhen Guangtong Intelligent Technology Co., Ltd., Zhongshan branch of Guangdong Development Bank Co., Ltd. and the sponsor China Galaxy Securities Co.Ltd(601881) signed a tripartite supervision agreement on the raised funds. The details are as follows:
1、 Basic information of raised funds
The company’s non-public offering of shares has been approved by the China Securities Regulatory Commission on the approval of Tongyu Communication Inc(002792) non-public offering of shares (zjxk [2021] No. 2272) approved the issuance of 64216766 ordinary shares to specific investors by means of non-public offering, with an issuance price of 12.64 yuan / share. The total amount of funds raised in this non-public offering is 811699922.24 yuan, after deducting the issuance expenses The net amount of the actually raised funds after (excluding tax) is 799855866.44 yuan. The availability of the above raised funds has been verified by Rongcheng Certified Public Accountants (special general partnership), and a capital verification report of Rongcheng Yanzi [2021] 518z0116 was issued on November 24, 2021.
2、 Opening of special account for raised funds
In order to standardize the deposit and use of the company’s raised funds and protect the legitimate 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 raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the detailed rules for the implementation of non-public development of shares by listed companies and the guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 4 – to specific objects
According to the relevant provisions of “issuing shares”, the company and China Construction Bank Corporation(601939) Zhongshan branch, Wuhan Guangwei Communication Technology Co., Ltd. and Industrial Bank Co.Ltd(601166) Zhongshan branch, Wuhan Guangwei Communication Technology Co., Ltd. and Dongguan Bank Co., Ltd. Zhongshan branch Shenzhen Guangtong Intelligent Technology Co., Ltd. signed a tripartite supervision agreement on raised funds with Zhongshan branch of Guangdong Development Bank Co., Ltd. and China Galaxy Securities Co., Ltd., the sponsor.
Account opening is as follows:
No. purpose of the special account for raised funds of the opening bank of the account holder
1 Guangdong Tongyu Communication Inc(002792) shares and China China Construction Bank Corporation(601939) shares 4405017805040000689 acquisition of equity project and supplementary working capital of Shenzhen Guangwei Guangtong Information Co., Ltd. Zhongshan Technology Co., Ltd. minority shareholder City Branch
2 Wuhan Guangwei communications Industrial Bank Co.Ltd(601166) Co., Ltd. has 396050100100134575 Wuhan R & D center construction project technology Co., Ltd. Zhongshan branch
3 Wuhan optical communication branch Dongguan Bank Co., Ltd. has 57900001422647 high-speed optical communication devices and Zhongshan branch block R & D and production project of optical module Technology Co., Ltd
4 Shenzhen Guangtong intelligent technology Guangfa Bank Co., Ltd. has 9550880230475600150 wireless communication system R & D and production technology Co., Ltd. Zhongshan branch industrialization project
3、 Contents of tripartite supervision agreement for raised funds
The main contents of the tripartite supervision agreement signed by the company, the recommendation institution and the special deposit bank for raised funds are as follows:
1. The company has opened a special account for raised funds (hereinafter referred to as the “special account”) in the special deposit bank of raised funds, which is only used for the storage and use of raised funds and shall not be used for other purposes.
The raised funds deposited by the company in the form of certificates of deposit. The company promises that after the expiration of the above certificate of deposit, it will timely transfer it to the special account for raised funds specified in this Agreement for management or renew it in the form of certificate of deposit, and notify the recommendation institution. Certificates of deposit of the company shall not be pledged.
2. The company and the special account bank for the raised funds shall jointly abide by the bill law of the people’s Republic of China, the measures for payment and settlement and other laws, administrative regulations and departmental rules.
3. A recommendation institution shall, in accordance with relevant regulations, appoint a recommendation representative or other staff to supervise the use of the company’s raised funds. The recommendation institution shall perform its supervisory 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 the company, and shall have the right to exercise its supervisory power by means of on-site investigation and written inquiry. The company and the deposit bank of the special account for raised funds shall cooperate with the sponsor’s investigation and inquiry. When conducting on-site inspection on the company, the recommendation institution shall also check the storage of the raised funds in the special account. 4. The recommendation representative / sponsor designated by the company’s authorized recommendation institution can query and copy the data of the company’s special account at the bank where the raised funds are stored at any time; The deposit bank of the special account for raised funds shall provide it with the necessary information about the special account in a timely, accurate and complete manner.
When the sponsor representative / sponsor inquires about the company’s special account from the deposit bank of the special account for raised funds, he shall issue his own legal identity certificate; When other staff members designated by the recommendation institution inquire about the company’s special account from the deposit bank of the special account for raised funds, they shall issue their own legal identity certificate and unit introduction letter.
5. The special deposit bank for raised funds shall issue a statement to the company on a monthly basis (before the 5th day of each month, postponed in case of holidays) and send a copy to the recommendation institution. The special deposit bank for raised funds shall ensure that the statement is true, accurate and complete.
6. If the company withdraws more than RMB50 million from the special account at one time or within 12 natural months (determined according to the lower principle between RMB 50 million or 20% of the net raised funds), the deposit bank of the special raised funds account shall timely notify the recommendation institution by fax or written letter, and provide the expenditure list of the special account.
7. The recommendation institution has the right to change the designated recommendation representative / sponsor according to relevant regulations. If the recommendation institution changes the recommendation representative, it shall notify the special deposit bank of raised funds in writing of relevant supporting documents, and notify the company and the special deposit bank of raised funds in writing of the contact information of the changed recommendation representative / sponsor in accordance with the relevant requirements of this agreement. Changing the sponsor representative / sponsor shall not affect the effectiveness of this agreement.
8. If the deposit bank of the special account for raised funds fails to issue a statement to the sponsor in time for three consecutive times or notify the sponsor of the large withdrawal of the special account, or fails to cooperate with the sponsor in investigating the special account, the company or the sponsor may require the company to unilaterally terminate this agreement and cancel the special account for raised funds.
9. If the company is suspected of false records, misleading statements or major omissions in the issuance application or information disclosure documents, and is filed for investigation, administrative punishment or transferred to the judicial organ by the CSRC, The company agrees that the recommendation institution has the right to require the bank to deposit the raised funds in the special account to immediately freeze the funds in the special account and other disposal actions in accordance with the instructions of the recommendation institution. After the investigation, the above freezing and other disposal measures shall be lifted. 10. This Agreement shall come into force from the date when it is signed and stamped with the official seal of their respective units by the representatives of the three parties or their authorized representatives, and shall become invalid after all the funds in the special account are spent and the supervision period of Party C ends. Disputes arising from the performance of this Agreement shall first be settled through friendly negotiation. If the negotiation fails, a lawsuit shall be brought to the people’s court with jurisdiction.
4、 Documents for future reference
1. Tripartite supervision agreement on raised funds signed by all parties.
It is hereby announced.
Tongyu Communication Inc(002792) board of directors December 15, 2001
