Securities code: 301177 securities abbreviation: DEA Co., Ltd. Announcement No.: 2021-001 DEA Co., Ltd
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、 Overview of raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on the approval of registration of initial public offering of shares of DEA Co., Ltd. (zjxk [2021] No. 3043), and with the consent of Shenzhen Stock Exchange, the company issued 40010000 RMB common shares (A shares) for the first time, with a par value of 1.00 yuan per share, The issue price is 116.88 yuan / share, the total amount of funds raised is 4676368800.00 yuan, and the actual net amount of funds raised after deducting the relevant issuance expenses of 232565955.37 yuan (excluding value-added tax) is 4443802844.63 yuan. The raised funds were transferred to the company’s special account for raised funds (hereinafter referred to as the “special account”) on December 10, 2021, which was verified by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued the capital verification report (Ernst & Young Huaming (2021) Yan Zi No. 61403707h01).
2、 Signing of tripartite supervision agreement on raised funds and opening of special account for raised funds
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations and the company’s raised funds management system, According to the proposal on Approving the opening of a special account for raised funds and signing relevant regulatory agreements deliberated and adopted at the 13th meeting of the first board of directors, the company has established a special account for raised funds, In addition, the special fund-raising accounts of the subsidiaries Shenzhen weiaizhiyun Technology Co., Ltd. (the implementation subject of the information system construction project) and Shenzhen dairuiqianhai Business Management Service Co., Ltd. (the implementation subject of the construction project of diamond jewelry R & D creative design center) were added, and they were connected with the banks storing the raised funds The recommendation institution China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities”) has signed the tripartite supervision agreement on raised funds to manage the deposit and use of raised funds.
The company’s special account for raised funds is as follows:
Balance of special account for raised funds of account opening bank account number of account opening entity purpose of raised funds (yuan)
China Citic Bank Corporation Limited(601998) Shenzhen 811030101240059821739214000.00 channel network construction project Shenzhen Yantian sub branch
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 633763005110474500.00 information system construction project Department Shenzhen Dongmen sub branch
Ping An Bank Co.Ltd(000001) Shenzhen Wuzhou sub branch 1587752013143553899300.00 diamond jewelry R & D creative design center construction project
HSBC Bank (China) Co., Ltd. 622482800503800000.00 supplementary working capital project Department Shenzhen Branch
DEA shares Bank Of China Limited(601988) Shen 7536752954661027137483.02 over raised funds
Shenzhen Zhenwan sub branch
Limited company China Merchants Bank Co.Ltd(600036) Shenzhen Branch Business Department 75592116011088855000000.00 over raised funds and issuance fee
Ping An Bank Co.Ltd(000001) Shenzhen Wuzhou sub branch 15906520131496450000000.00 over raised funds
634062065400000000.00 over raised funds of China China Minsheng Banking Corp.Ltd(600016) Co., Ltd
Shenzhen Dongmen sub branch
Shanghai Pudong Development Bank Shenzhen Branch 7932007880140002243400000000.00 over raised funds
Bank Keyuan sub branch
China Citic Bank Corporation Limited(601998) Shenzhen 811030101270060258135000000.00 over raised funds
Shenzhen Yantian sub branch
Shenzhen weiai China China Minsheng Banking Corp.Ltd(600016) Co., Ltd
Zhiyun Technology Division Shenzhen Dongmen sub branch 63410560.00 Information System Construction Project Co., Ltd. Shenzhen dairui
Qianhai commercial Ping An Bank Co.Ltd(000001) Shenzhen Wuzhou sub branch 158314284800290.00 diamond jewelry R & D creative design management service center construction project Co., Ltd. remarks: 1. The above raised fund account storage amount includes part of the outstanding issuance expenses;
2. The special account opened by DEA Co., Ltd. is the balance as of December 16, 2021, and the special account opened by its subsidiaries Shenzhen weiaizhiyun Technology Co., Ltd. and Shenzhen dairuiqianhai Business Management Service Co., Ltd. is the balance as of December 29, 2021.
3、 Main contents of the tripartite supervision agreement on raised funds
1. Signing subject
Party A: DEA Co., Ltd., Shenzhen dairuiqianhai Business Management Service Co., Ltd. and Shenzhen weiaizhiyun Technology Co., Ltd. (the above companies are jointly regarded as Party A of this Agreement) (hereinafter collectively referred to as “party a”)
Party B: China Citic Bank Corporation Limited(601998) Shenzhen Branch, China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch, Ping An Bank Co.Ltd(000001) Shenzhen Branch, HSBC (China) Co., Ltd. Shenzhen Branch, Bank of China Limited Shenzhen high tech Zone Branch, China Merchants Bank Co.Ltd(600036) Shenzhen Branch, Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch (hereinafter collectively referred to as “Party B”)
Party C: China Securities Co.Ltd(601066) (sponsor) (hereinafter referred to as “Party C”)
2. Main contents of the agreement
1、 Party A has opened a special account for the raised funds at Party B, which is only used for the storage and use of the raised funds raised by Party A’s initial public offering of shares and listing on the gem, 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.
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 Party A’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 companies listed on the gem of Shenzhen Stock Exchange and the management system of raised funds 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 actively cooperate with Party C’s investigation and inquiry. Party C shall check the storage of the raised funds in the special account at the same time when conducting on-site investigation on Party A every quarter.
4、 Party A authorizes Hu Fangxing and Fang Yifeng, the sponsor representatives designated by Party C, 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 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 illegal use of the raised funds or other major risks, 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 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, and 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、 Any party to this agreement who violates this Agreement shall be liable to the observant party for breach of contract and compensate the observant party for the losses suffered therefrom.
11、 This Agreement shall come into force from the date when the legal representatives (principals) or their authorized representatives of Party A, Party B and Party C 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.
12、 This agreement is made in [five] copies. Party A, Party B and Party C each hold [one] copy and submit one copy to Shenzhen Stock Exchange and [Shenzhen] regulatory bureau of China Securities Regulatory Commission.
4、 Documents for future reference
1. Tripartite supervision agreement on raised funds;
2. Capital verification report verified and issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) (Ernst & Young Huaming (2021) y Zi No. 61403707h01).
It is hereby announced.
Board of directors of DEA Co., Ltd. December 31, 2021
