Securities code: 688619 securities abbreviation: Ropeok Technology Group Co.Ltd(688619) Announcement No.: 2022-001 Ropeok Technology Group Co.Ltd(688619)
Announcement on opening a special account for raised funds by a wholly-owned subsidiary and signing a tripartite supervision agreement for the storage of raised funds in the special account
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Ropeok Technology Group Co.Ltd(688619) initial public offering issued by China Securities Regulatory Commission on January 19, 2021 (zjxk [2021] No. 147) and the consent of Shanghai Stock Exchange, the company issued 46.83 million RMB common shares (A shares), with a par value of 1.00 yuan per share and an issue price of 19.31 yuan per share. The total amount of funds raised in this public offering is RMB 904287300.00, after deducting the issuance expenses of RMB 85500287.58 (excluding value-added tax), the net amount of funds raised is RMB 8187012.42. All the raised funds were in place on February 10, 2021. Rongcheng Certified Public Accountants (special general partnership) verified the availability of funds on February 10, 2021 and issued the capital verification report (Rongcheng Yan Zi [2021] No. 361z0023). The company has adopted special account storage management for the raised funds in accordance with the regulations, and signed a tripartite supervision agreement for the raised funds with the recommendation institution and the special account supervision bank.
On December 6, 2021, the company held the 24th Meeting of the first board of directors and the 17th meeting of the first board of supervisors, The proposal on increasing the implementation subject and location of some raised investment projects, changing the implementation mode and using some over raised funds to increase the investment amount of raised investment projects and the proposal on using raised funds to make paid in capital contribution and increase capital to the wholly-owned subsidiary Ropeok Technology Group Co.Ltd(688619) (Shanghai) Software Technology Co., Ltd. to implement raised investment projects were reviewed and approved. On December 22, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the above two proposals, and agreed to add a wholly-owned subsidiary Ropeok Technology Group Co.Ltd(688619) (Shanghai) Software Technology Co., Ltd. (hereinafter referred to as ” Ropeok Technology Group Co.Ltd(688619) (Shanghai) software”) as the implementation subject of “R & D center construction project” and “market development and operation and maintenance service network construction project”, And use the raised capital of 280 million yuan to make a paid in contribution to Ropeok Technology Group Co.Ltd(688619) (Shanghai) software and increase the capital to implement the raised investment project; At the same time, the management of the company is authorized to decide and handle specific relevant matters, including but not limited to the implementation subject of the new raised investment project, opening a special account for the storage of raised funds, and timely signing a raised funds supervision agreement with the company, the sponsor and the commercial bank storing the raised funds. For details, see Ropeok Technology Group Co.Ltd(688619) announcement on increasing the implementation subject and place of some raised investment projects, changing the implementation method and using some over raised funds to increase the investment amount of raised investment projects (No. 2021-053) disclosed by the company on the website of Shanghai Stock Exchange on December 7, 2021 Announcement of Ropeok Technology Group Co.Ltd(688619) on the use of raised funds to make paid in capital contribution and increase capital to the wholly-owned subsidiary Ropeok Technology Group Co.Ltd(688619) (Shanghai) Software Technology Co., Ltd. to implement raised investment projects (No. 2021-054).
2、 Signing of the agreement and opening of the special account for raised funds
In order to standardize the management and use of the company’s raised funds, protect the rights and interests of investors and improve the efficiency of the use of raised funds, in accordance with 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 application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws According to the laws, regulations, normative documents and relevant provisions of the company’s management system for raised funds, Ropeok Technology Group Co.Ltd(688619) (Shanghai) software signed two tripartite supervision agreements on the storage of special account for raised funds (hereinafter referred to as “tripartite supervision agreement” and “agreement”) with Industrial And Commercial Bank Of China Limited(601398) Shanghai Minhang sub branch and sponsor Sinolink Securities Co.Ltd(600109) , and opened a special account for raised funds as follows:
No. account no. of the special account of the opening bank of the raised investment project of the account holder
1 Ropeok Technology Group Co.Ltd(688619) (Shanghai) market development and China Industrial And Commercial Bank Of China Limited(601398) shares 1001100429006005475 Software Technology Co., Ltd. operation and maintenance service network Co., Ltd. Shanghai
Minhang sub branch of construction project company
2 Ropeok Technology Group Co.Ltd(688619) (Shanghai) R & D center construction China Industrial And Commercial Bank Of China Limited(601398) shares 1001100429006005502 Software Technology Co., Ltd. Shanghai
Company City Minhang sub branch
3、 Main contents of the agreement
The main terms of the tripartite supervision agreement on the storage of raised funds signed by Ropeok Technology Group Co.Ltd(688619) (Shanghai) software, Industrial And Commercial Bank Of China Limited(601398) Shanghai Minhang sub branch and the sponsor Sinolink Securities Co.Ltd(600109) are as follows:
Party A: Ropeok Technology Group Co.Ltd(688619) (Shanghai) Software Technology Co., Ltd
Party B: Industrial And Commercial Bank Of China Limited(601398) Shanghai Minhang sub branch
Party C: Sinolink Securities Co.Ltd(600109) (sponsor)
1. Party A has opened two special accounts for raised funds (hereinafter referred to as “special accounts”) with account No. 1 of 1001100429006005475 and account No. 2 of 1001100429006005502. As of December 24, 2021, the balance of the above two special accounts is RMB 10000. The two special accounts are only used for the storage and use of the funds raised by Party A’s market development, operation and maintenance service network construction project and R & D center construction project, and shall not be used for other purposes.
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 promises to perform the responsibility of recommendation and continue to supervise the management and use of Party A’s raised funds in accordance with the administrative measures for the recommendation business of securities issuance and listing, the administrative measures for the raised funds of listed companies of Shanghai Stock Exchange and the raised funds management system formulated by Party A.
Party C may exercise its supervision right 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 check the storage of the special account at the same time when conducting on-site investigation on Party A every half year.
4. Party A authorizes the sponsor representatives designated by Party C, Wang Xuelin and Ruan Renqun, 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 true, accurate and complete special account statement to Party A on a monthly basis (before the 10th of each month) and send a copy to Party C.
6. If Party A withdraws more than 50 million yuan from the special account in one time or within 12 months and reaches 20% of the net amount of the total amount of the raised funds after deducting the issuance expenses (hereinafter referred to as the “net amount of raised funds”), Party A shall timely notify 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 B of relevant supporting documents in writing, and notify the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 12 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 to Party A in time for three consecutive times and fails to cooperate with Party C in investigating the special account, Party A may unilaterally terminate this Agreement and cancel the special account for raised funds on its own initiative or at the request of Party C.
9. If Party C finds that Party A and Party B fail to perform this Agreement as agreed, it shall timely report in writing to Shanghai Stock Exchange after knowing the relevant facts.
10. This Agreement shall come into force 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 seal (special seal for contract) 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.
It is hereby announced.
Ropeok Technology Group Co.Ltd(688619) board of directors January 4, 2022
