Securities code: 000807 securities abbreviation: Yunnan Aluminium Co.Ltd(000807) Announcement No.: 2021-071 Yunnan Aluminium Co.Ltd(000807)
Announcement on signing the tripartite 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
Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”) was approved by the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public development of shares issued by China Securities Regulatory Commission (zjxk [2021] No. 3086) and issued RMB common shares in November 2021 (A shares) 339750849 shares, with the issue price of RMB 8.83 per share, raising a total of RMB 2999996.67, deducting the expenses related to the issue of RMB 24414953.61 (excluding tax), and the net amount of funds actually raised is RMB 2975585043.06. The main underwriter China Securities Co.Ltd(601066) (hereinafter referred to as “the sponsor”) ）After deducting the underwriting recommendation fee of RMB 22641509.41 (excluding tax), the net raised funds and some unpaid issuance expenses totaling RMB 2977358487.26 shall be remitted to the special account for raised funds opened by the company in China Merchants Bank Co.Ltd(600036) Kunming Branch and Bank Of Communications Co.Ltd(601328) Yunnan branch, including China Merchants Bank Co.Ltd(600036) Kunming Branch (Account No.: 871900043110666) RMB 2077358487.26 (including RMB 2075585043.06 raised for the investment in the green low-carbon hydropower aluminum integration project of Yunnan Wenshan Aluminum Industry Co., Ltd., and some unpaid issuance expenses of RMB 1773444.20) was remitted to Yunnan branch of Communications Bank Co., Ltd (Account No.: 53189999101300761767) RMB 9000000000.00.
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, in accordance with the provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the management system for the use of raised funds of Yunnan Aluminium Co.Ltd(000807) of China Securities Regulatory Commission, The company has opened a special storage account for raised funds, as follows:
Account name account no. of deposit bank raised investment project
Yunnan Aluminium Co.Ltd(000807) China Merchants Bank Co.Ltd(600036) Kunming Branch Business Department 87190004311066green low-carbon hydropower aluminum integration project of Yunnan Wenshan Aluminum Co., Ltd
Yunnan Aluminium Co.Ltd(000807) Bank Of Communications Co.Ltd(601328) Kunming Wuhua sub branch 53189999101300761767 supplement working capital and repay bank loans
Yunnan Wenshan Aluminum Co., Ltd. China Merchants Bank Co.Ltd(600036) Kunming Branch Business Department 871902868810166 green low-carbon hydropower aluminum integration project of Yunnan Wenshan Aluminum Co., Ltd
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
2、 The signing of the tripartite supervision agreement on raised funds between the company, the sponsor and the regulatory bank
(i) Signing of tripartite supervision agreement on raised funds between the company, the sponsor and China Merchants Bank Co.Ltd(600036) Kunming Branch
On December 24, 2021, the company signed the tripartite supervision agreement on raised funds with the sponsor and China Merchants Bank Co.Ltd(600036) Kunming Branch. The main contents of the agreement are as follows:
Party A: Yunnan Aluminium Co.Ltd(000807)
Party B: China Merchants Bank Co.Ltd(600036) Kunming Branch
Party C: China Securities Co.Ltd(601066)
1. Party A has opened a special account for raised funds (hereinafter referred to as “special account”) with account No. 871900043110666 at Party B. as of December 3, 2021, the balance of the special account is 2077358487.26 yuan. The special account is only used for the deposit and use of raised funds of Party A’s green low-carbon hydropower aluminum material integration project and shall not be used for other purposes.
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 and non 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 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 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 Party A, and has the right to exercise its supervisory 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 Li Yanzhi and Wang Zhuyuan, the sponsor representatives designated by Party C, to inquire and copy the materials of Party A’s special account at Party B; 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 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 contents of the statement are 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 e-mail, and provide the expenditure list of the special account.
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
7. If Party B finds that Party A has the illegal use of raised funds or other major risks mentioned in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, Party B shall timely inform Party C and cooperate with Party C in investigation and verification. After on-site inspection and other means of verification, if Party C finds that there are major violations or major risks in the management of Party A’s raised funds, it shall timely report to Shenzhen Stock Exchange.
8. 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 and Party B of relevant supporting documents in writing, and inform Party A and Party B of the contact information of the changed recommendation representative. The replacement of the sponsor representative shall not affect the effectiveness of this agreement. The authorization of Party A to the sponsor representative of Party C agreed in Article 4 of this Agreement shall be automatically inherited by the replaced sponsor representative.
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 large withdrawals from the special account, or 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.
（2） Signing of tripartite supervision agreement on raised funds between the company, the sponsor and Bank Of Communications Co.Ltd(601328) Yunnan Branch
On December 24, 2021, the company signed the tripartite supervision agreement on raised funds with the sponsor and Bank Of Communications Co.Ltd(601328) Yunnan branch. The main contents of the agreement are as follows:
Party A: Yunnan Aluminium Co.Ltd(000807)
Party B: Bank Of Communications Co.Ltd(601328) Yunnan Branch
Party C: China Securities Co.Ltd(601066)
1. Party A has opened a special account for raised funds (hereinafter referred to as “special account”) with Party B ）The account number is 53189999101300761767. As of December 3, 2021, the balance of the special account is RMB 9000000000.00. The special account is only used for the storage and use of Party A’s supplementary working capital and the funds raised for bank loan repayment projects, and shall not be used for other purposes. 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 and non 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, payment and settlement measures and RMB bank settlement
National environment-friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum account management measures and other laws, regulations and rules.
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 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 Party A, and has the right to exercise its supervisory 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 Li Yanzhi and Wang Zhuyuan, the sponsor representatives designated by Party C, to inquire and copy the materials of Party A’s special account at Party B; 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 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 contents of the statement are 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 e-mail, and provide the expenditure list of the special account.
7. If Party B finds that Party A has the illegal use of raised funds or other major risks mentioned in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, Party B shall timely inform Party C and cooperate with Party C in investigation and verification. After on-site inspection and other means of verification, if Party C finds that there are major violations or major risks in the management of Party A’s raised funds, it shall timely report to Shenzhen Stock Exchange.
8. 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 and Party B of relevant supporting documents in writing, and inform Party A and Party B of the contact information of the changed recommendation representative. The replacement of the sponsor representative shall not affect the effectiveness of this agreement. The authorization of Party A to the sponsor representative of Party C agreed in Article 4 of this Agreement shall be automatically inherited by the replaced sponsor representative.
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 large withdrawals from the special account, or 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.
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
3、 The signing of tripartite supervision agreement on raised funds between the company and Yunnan Wenshan Aluminum Co., Ltd., the implementation enterprise of raised investment project, and the sponsor and China Merchants Bank Co.Ltd(600036) Kunming Branch
On December 24, 2021, Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary of the company and the enterprise implementing the raised investment project, and the sponsor completed the signing of the tripartite supervision agreement on raised funds with China Merchants Bank Co.Ltd(600036) Kunming Branch. The main contents of the agreement are as follows:
Party A: Yunnan Aluminium Co.Ltd(000807) , Yunnan Wenshan Aluminum Co., Ltd
Party B: China Merchants Bank Co.Ltd(600036) Kunming Branch
Party C: China Securities Co.Ltd(601066)
1. Party A has opened a special account for raised funds (hereinafter referred to as “special account”) at Party B, with an account number of 871902868810166. As of December 3, 2021, the balance of the special account is 0 yuan.
