Securities code: 300673 securities abbreviation: Petpal Pet Nutrition Technology Co.Ltd(300673) Announcement No.: 2022-002 Petpal Pet Nutrition Technology Co.Ltd(300673)
Announcement on signing the tripartite supervision agreement for raised funds
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of raised funds
With the approval of Shenzhen Stock Exchange, the approval of China Securities Regulatory Commission on the registration of Petpal Pet Nutrition Technology Co.Ltd(300673) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 3596) agrees to register, and Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as the company) issues convertible corporate bonds with a face value of no more than RMB 720 million to unspecified objects.
The name of the convertible corporate bonds issued by the company this time is “Patty convertible bonds”, with a face value of RMB 100 each, and a total of 7.2 million bonds are issued at par, with a term of 6 years.
The total amount of funds raised by the company from the issuance of convertible corporate bonds is RMB 720000000.00. After deducting the sponsor and underwriting fees, intermediary fees, handling fees, information disclosure fees and other related expenses, the net amount of funds raised is RMB 711859782.01.
The raised funds were transferred to the special account of raised funds on December 28, 2022. Zhonghui Certified Public Accountants (special general partnership) verified the availability of funds raised by the company by issuing convertible corporate bonds to unspecified objects as of December 28, 2021, and issued the verification report on the availability of funds raised by bonds (Zhonghui Keyan [2021] No. 8205).
2、 Opening of special account for raised funds, fund storage and signing of tripartite supervision agreement for raised funds
In order to standardize the management of the company’s raised funds and protect the legitimate rights and interests of investors, in accordance with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the relevant provisions of the company’s measures for the management of raised funds, The company shall deposit the raised funds in a special account approved by the board of directors for centralized management and use.
On January 12, 2022, the company, the sponsor Anxin Securities Co., Ltd. and the bank that opened the special account for raised funds ( China Citic Bank Corporation Limited(601998) Wenzhou Branch, China Construction Bank Corporation(601939) Pingyang sub branch, Industrial And Commercial Bank Of China Limited(601398) Pingyang sub branch and Bank Of China Limited(601988) Pingyang County sub branch) signed the tripartite supervision agreement for raised funds respectively, less than one month before the raised funds were in place, There is no significant difference from the main contents of the raised funds supervision agreement stipulated in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
The opening and fund storage of the special account for raised funds are as follows:
No. name of deposit bank account No. initial storage amount (yuan) raised investment project
China Citic Bank Corporation Limited(601998) New Zealand Co., Ltd. with an annual output of 30000 tons 1 Wenzhou Branch 8110801012902339030 236500000.00 high quality pet wet grain project
2 China China Construction Bank Corporation(601939) Co., Ltd. 33050162716600001378 265359782.01 Pingyang sub branch food project with an annual output of 50000 tons
3. China Industrial And Commercial Bank Of China Limited(601398) 1203283329200148524 1600000000.00 supplementary working capital project Co., Ltd. Pingyang sub branch project
4 Bank Of China Limited(601988) Co., Ltd. 351980494111 50000000.00 supplementary working capital item company Pingyang County sub branch project
Total – 711859782.01-
3、 Main contents of regulatory agreement
(I) main contents of tripartite supervision agreement for funds raised in the special account of “New Zealand 30000 tons of high-quality pet wet food project”
Party A: Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as “party a”)
Party B: China Citic Bank Corporation Limited(601998) Wenzhou Branch (hereinafter referred to as “Party B”)
Party C: Anxin Securities Co., Ltd. (sponsor) (hereinafter referred to as “Party C”)
In order to standardize the management of Party A’s raised funds and protect the rights and interests of small and medium-sized investors, Party A, Party B and Party C have reached the following agreement through negotiation in accordance with relevant laws and regulations and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange:
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 8110801012902339030. As of January 10, 2022, the balance of the special account is 236.5 million yuan, in words: 236.5 million yuan only. The special account is only used for the storage and use of the funds raised by Party A’s 30000 tons of high-quality pet wet food project in New Zealand, 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 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 raised funds management system formulated by Party A, and may exercise its supervision power 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 conduct on-site inspection on the storage and use of Party A’s raised funds every six months.
4、 Party A authorizes the sponsor representatives designated by Party C, Wang Yao and Li Dongyi, 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 statement of account to party a monthly (before the 5th 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 or 20% of the net raised funds (determined according to the lower principle) in one time or within 12 months, Party B shall timely notify Party C 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 Party A and the contact information of the replaced recommendation representative of Party B in writing in accordance with the requirements of Article 11 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 of account to Party C in time for three consecutive times or notify Party C of the large withdrawal of the special account, and fails to cooperate with Party C in the inquiry and investigation of 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.
9、 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 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 and the end of the continuous supervision period of Party C (December 31, 2024).
10、 This agreement is made in sextuplicate, with Party A, Party B and Party C holding one copy respectively, reporting one copy to Shenzhen Stock Exchange and Zhejiang regulatory bureau of China Securities Regulatory Commission, and the rest to Party A for standby.
11、 Contact information.
(II) main contents of the tripartite supervision agreement for the funds raised in the special account of the “new pet food project with an annual output of 50000 tons” Party A: Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as “party a”)
Party B: China Construction Bank Corporation(601939) Pingyang sub branch (hereinafter referred to as “Party B”)
Party C: Anxin Securities Co., Ltd. (sponsor) (hereinafter referred to as “Party C”)
In order to standardize the management of Party A’s raised funds and protect the rights and interests of small and medium-sized investors, Party A, Party B and Party C have reached the following agreement through negotiation in accordance with relevant laws and regulations and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange:
1、 Party A has opened a special account for raised funds (hereinafter referred to as “special account”) with account number 33050162716600001378. As of January 10, 2022, the balance of the special account is 265359782.01 yuan (in words: two hundred sixty-five million three hundred fifty-nine thousand seven hundred eighty-two yuan and one fen). The special account is only used for the storage and use of the funds raised by Party A’s new pet food project with an annual output of 50000 tons, 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 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 raised funds management system formulated by Party A, and may exercise its supervision power by means of on-site investigation and written inquiry. Party A agrees and authorizes Party B to 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 the sponsor representatives designated by Party C, Wang Yao and Li Dongyi, 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 statement of account to party a monthly (before the 5th 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 or 20% of the net raised funds (determined according to the lower principle) in one time or within 12 months, Party B shall timely notify Party C 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 Party A and the contact information of the replaced recommendation representative of Party B in writing in accordance with the requirements of Article 11 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 of account to Party C in time for three consecutive times or notify Party C of the large amount withdrawal of the special account, and fails to cooperate with Party C to inquire and investigate the special account without justified reasons, Party A or Party C may require Party A to unilaterally terminate this agreement and cancel the special account for raised funds.
9、 This Agreement shall come into force from the date when the legal representatives (principals) or authorized representatives of Party A, Party B and Party C 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 and the end of the continuous supervision period of Party C (December 31, 2024).
10、 This agreement is made in sextuplicate, with Party A, Party B and Party C holding one copy respectively, reporting one copy to Shenzhen Stock Exchange and Zhejiang regulatory bureau of China Securities Regulatory Commission, and the rest to Party A for standby.
11、 Contact information.
(III) main contents of tripartite supervision agreement (I) on funds raised in the special account of “supplementary working capital project”
Party A: Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as “party a”)
Party B: Industrial And Commercial Bank Of China Limited(601398) Pingyang sub branch (hereinafter referred to as “Party B”)
Party C: Anxin Securities Co., Ltd. (sponsor) (hereinafter referred to as “Party C”)
In order to standardize the management of Party A’s raised funds and protect the rights and interests of small and medium-sized investors, Party A, Party B and Party C have reached the following agreement through negotiation in accordance with relevant laws and regulations and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange:
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 1203283329200148524. As of January 10, 2022, the balance of the special account is 160 million yuan (in words: 160 million yuan only). The special account is only used for the storage and use of the funds raised by Party A’s supplementary working capital 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 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 raised funds management system formulated by Party A, and may exercise its supervision power 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 conduct on-site inspection on the storage and use of Party A’s raised funds every six months.
4、 Party A authorizes the sponsor representatives designated by Party C, Wang Yao and Li Dongyi, to inquire and copy the information of Party A’s special account at any time; Party B
