Securities code: Shanghai Geoharbour Construction Group Co.Ltd(605598) securities abbreviation: Shanghai Geoharbour Construction Group Co.Ltd(605598) Announcement No.: 2022014 Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd
Announcement on signing the tripartite supervision agreement on 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Basic information of raised funds
According to the reply on approval of initial public offering of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. (zjxk [2021] No. 2618) issued by the China Securities Regulatory Commission, Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. (hereinafter referred to as “the company”) issued 43193467 ordinary shares (A shares) at an initial public offering price of 13.87 yuan / share, The total amount of funds raised is 599093400 yuan. After deducting the expenses for issuing new shares, the actual net amount of funds raised is 519766500 yuan. Lixin Certified Public Accountants (special general partnership) verified the availability of the above raised funds and issued the capital verification report (xksbz [2021] No. za15524). The company managed the raised funds in a special account and signed the tripartite supervision agreement on the storage of raised funds in a special account with the deposit bank and the recommendation institution.
The raised funds of the company are used for the following investment projects with raised funds:
Unit: 10000 yuan
No. project name total investment amount raised capital investment amount
1 headquarters base upgrading and information construction project 37578821269765
2. Purchase of construction machinery and equipment items 30279001527900
3. Supplementary working capital project 24 China Vanke Co.Ltd(000002) 400000
Total 91857825197665
On March 17, 2022, the company held the ninth interim meeting of the second board of directors, deliberated and approved the proposal on changing part of the special account for raised funds, in order to strengthen the management of raised funds, improve the use efficiency of raised funds and the convenience of the company’s fund business, It is agreed that the company will transfer all the raised funds (including interest and financial income) in the special account for raised funds opened by the Export Import Bank of China Shanghai branch to the new special account for raised funds opened by the company in China Citic Bank Corporation Limited(601998) Shanghai Hongqiao sub branch. After the transfer of funds, the raised funds of the former Export Import Bank of China Shanghai Branch will be cancelled
Special fund collection account. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 19, 2022 And the announcement of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. on changing part of the special account for raised funds (Announcement No.: 2022012) disclosed by the designated media.
2、 Signing of the tripartite supervision agreement on the storage of raised funds and the opening of the special account for raised funds
In order to regulate the management and use of raised funds, according to the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, the company and Central China Securities Co.Ltd(601375) China Citic Bank Corporation Limited(601998) Shanghai branch jointly signed the tripartite supervision agreement on the storage of special account for raised funds, which clearly stipulated the relevant rights and obligations of the company, the sponsor and the bank for the storage of raised funds. There is no significant difference between the content of the agreement and the tripartite supervision agreement (model) on the storage of special account for raised funds of Shanghai Stock Exchange.
As of April 19, 2022, the opening and storage of the above special account for raised funds are as follows:
Account name deposit bank account number deposit amount (yuan)
Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure construction China Citic Bank Corporation Limited(601998) Shanghai rainbow
Design (Group) Co., Ltd. gujiqiao sub branch note 81102010140014470580
limited company
Note: China Citic Bank Corporation Limited(601998) Shanghai Hongqiao branch acts as a subordinate branch of China Citic Bank Corporation Limited(601998) Shanghai Branch
3、 Main contents of the tripartite supervision agreement on the storage of raised funds in the special account
Party A: Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. (hereinafter referred to as “party a”)
Party B: China Citic Bank Corporation Limited(601998) Shanghai Branch (hereinafter referred to as “Party B”)
Party C: Central China Securities Co.Ltd(601375) (hereinafter referred to as “Party C”)
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 8110201014001447058. As of April 19, 2022, the balance of the special account is RMB 0. The special account is only used for the storage and use of the funds raised by Party A’s headquarters base upgrading and information construction projects, and shall not be used for other purposes.
The raised funds deposited by Party A in the form of deposit certificate / 10000 yuan (if any), the account opening date is 20 / year / month / day, and the term is / month. Party A promises that after the expiration of the above deposit certificate, it will be transferred to the special account for raised funds specified in this Agreement for management or renewed in the form of deposit certificate, and notify Party C. Party A’s certificate of deposit shall not be pledged.
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 supervision duties in accordance with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock exchange No. 1 – standardized operation, as well as the raised funds management system formulated by Party A, and may take on-site investigation Exercise its supervision power by means of written inquiry.
Party A and Party B shall 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 at least once every six months.
4、 Party A authorizes Party C’s designated sponsor representatives Guo Xin and Qin Hongbo 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 designated by Party C shall issue their own legal identity certificate and unit introduction letter when inquiring about the special account of Party A from Party B.
Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the designated sponsor representative or other staff, Party C shall notify Party B in writing of the supporting documents stamped with Party C’s official seal, and notify Party A and Party B in writing of the contact information of the changed sponsor representative in accordance with the requirements of Article 13 of this agreement. All relevant authorizations of the replaced sponsor representative or other staff shall automatically become invalid. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
5、 Party B shall issue a statement of account to party a monthly (before the 10th day of each month) 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 for raised funds in one time or within 12 months and reaches 20% of the net amount of the total amount of raised funds after deducting the issuance expenses, Party A shall notify Party C in writing in time; Party B shall promptly notify Party C in writing and provide the expenditure list of the special account. 7、 If Party B fails to issue a statement of account to Party A and Party C in time for three consecutive times or fails to notify Party C of the large withdrawal of the special account, and fails to cooperate with Party A and Party C in investigating the special account, Party A or Party C has the right to require Party a to unilaterally terminate this Agreement and cancel the special account for raised funds, but Party A shall sign a new agreement with relevant parties in time and make an announcement.
8、 If Party C finds that Party A’s withdrawal from the special account violates the provisions of this agreement or the relevant provisions of the CSRC and the stock exchange, Party C has the right to require Party A to make an announcement to clarify the facts; If Party A fails to make corrections after Party C’s reminder, Party C has the right to report to the regulatory authority.
9、 If either party fails to perform or fully perform its respective responsibilities and obligations in this agreement, it will constitute a breach of contract and shall be liable for liquidated damages to other parties.
10、 Any dispute, difference or claim arising from or in connection with this Agreement shall be settled by Party A, Party B and Party C through friendly negotiation on the principle of equality and mutual benefit; If no agreement can be reached through consultation, the dispute shall be submitted to the people’s court with jurisdiction in the place where Party A is located.
11、 This Agreement shall come into force from the date when the legal representatives 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 supervision period of Party C ends. 12、 This agreement is made in sextuplicate, with Party A, Party B and Party C holding one copy respectively, reporting one copy to Shanghai Stock Exchange and Shanghai regulatory bureau of China Securities Regulatory Commission, and the rest to Party A for standby.
It is hereby announced.
Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. board of directors April 21, 2022
