Securities code: Guangdong Nedfon Air System Co.Ltd(301043) securities abbreviation: Guangdong Nedfon Air System Co.Ltd(301043) Announcement No.: 2021021 Guangdong Nedfon Air System Co.Ltd(301043)
About opening a special account for raised funds by subsidiaries
And sign the announcement of the Quartet supervision agreement on the 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
With the approval of registration of Guangdong Nedfon Air System Co.Ltd(301043) initial public offering issued by China Securities Regulatory Commission (zjxk [2021] No. 2205), Guangdong Nedfon Air System Co.Ltd(301043) (hereinafter referred to as “company” or “Party A 1”) issued 17 million ordinary shares in RMB for initial public offering, with a par value of 1 yuan per share, an issue price of 26.75 yuan per share and a total raised capital of 454.75 million yuan, After deducting the issuance expenses (excluding value-added tax) of RMB 434132 million, the net amount of raised funds is RMB 4113368 million. The above funds were transferred to the designated account of the company on August 2, 2021, and Huaxing Certified Public Accountants (special general partnership) issued the capital verification report (Huaxing Yan Zi [2021] No. 21 Chengdu Huasun Technology Group Inc.Ltd(000790) 172).
The company has managed the special account for the raised funds and signed the tripartite supervision agreement for the raised funds with the relevant deposit bank of the special account for the raised funds and Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as “recommendation institution” or “Party C”).
2、 The opening of the special account for raised funds and the signing of the four party supervision agreement for raised funds
On April 25, 2022, the company held the ninth meeting of the second board of directors and the ninth meeting of the second board of supervisors, deliberated and adopted the proposal on changing the purpose of some raised funds of raised investment projects, and planned to adjust the investment scale of the original raised investment project “construction project with an annual output of 300000 new wind products”, The unused 140 million yuan raised funds will be used to build the “production line construction project with an annual output of 150000 fresh air products” undertaken by the wholly-owned subsidiary Jiangsu Guangdong Nedfon Air System Co.Ltd(301043) Air System Co., Ltd. (hereinafter referred to as “Jiangsu Guangdong Nedfon Air System Co.Ltd(301043) ” or “Party A 2”) and the “air system technology equipment production base project” undertaken by Henan Guangdong Nedfon Air System Co.Ltd(301043) Air System Co., Ltd. (hereinafter referred to as “Henan Guangdong Nedfon Air System Co.Ltd(301043) ). After adjustment, the remaining raised funds and interest of the original raised investment project (the actual amount shall be subject to the balance of the special account on the day of fund transfer out) will continue to be deposited in the original raised funds special account for the construction of the original raised investment project. In order to standardize the management of the company’s raised funds and protect the legitimate rights and interests of investors, In accordance with relevant laws and regulations such as the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and the company’s raised funds management system, Jiangsu Guangdong Nedfon Air System Co.Ltd(301043) Henan Guangdong Nedfon Air System Co.Ltd(301043) will conduct special account management for the raised funds transferred out, and will sign the raised funds supervision agreement with the company, the sponsor and the bank as soon as possible. For details, see the announcement on changing the purpose of some raised funds of raised investment projects (Announcement No.: 2022015) disclosed by the company on cninfo.com on April 27, 2022.
On May 18, 2022, the company held the 2021 annual general meeting of shareholders to review and approve the above proposal.
Recently, Jiangsu Guangdong Nedfon Air System Co.Ltd(301043) has opened a special account for raised funds (bank account number: 440501670801 China High-Speed Railway Technology Co.Ltd(000008) 40) at China Construction Bank Corporation(601939) Taishan sub branch (hereinafter referred to as ” China Construction Bank Corporation(601939) ” or “Party B”) and signed the four party supervision agreement for raised funds with the company, the sponsor and China Construction Bank Corporation(601939) ).
3、 Main contents of the four party supervision agreement on raised funds
Party A 1: Guangdong Nedfon Air System Co.Ltd(301043)
Party A 2: Jiangsu Guangdong Nedfon Air System Co.Ltd(301043) Air System Co., Ltd
Party B: China Construction Bank Corporation(601939) Taishan sub branch
Party C: Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (recommendation agency)
Unless otherwise specified, “Party A 1” and “Party A 2” are collectively referred to as “party a”
1. Party A 2 has opened a special account with account No. 440501670801 China High-Speed Railway Technology Co.Ltd(000008) 40 in Party B. the special account is only used for the storage and use of the funds raised by Party A’s production line construction project with an annual output of 150000 fresh air products, 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, administrative regulations and departmental rules. According to the relevant requirements of the regulations on the incorruptible practice of securities and futures operating institutions and their staff, Party C has informed Party A and Party B of the relevant regulations on the incorruptible practice. Party C will abide by laws and regulations, compete fairly, operate in compliance with regulations, and will not directly or indirectly accept or transfer illegitimate interests to others or seek illegitimate interests.
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 guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the raised funds management system 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 cooperate with Party C’s investigation and inquiry. Party C shall also check the storage of the raised funds in the special account during the on-site investigation of Party A.
4. Party A authorizes the sponsor representatives designated by Party C, Zhang Xiao and Liu Ling, to inquire and copy the materials 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 on a monthly basis (before the 10th 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 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 B shall timely notify Party C by fax / email 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 Party B of the contact information of the changed recommendation representative 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 large withdrawals from the special account, and fails to cooperate with Party C in investigating the special account, Party A has the right 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 of Party A, Party B and Party C or their authorized representatives sign (or affix the name seal of the legal representative) and affix the official seal of their respective units. It shall become invalid after all the funds in the special account are paid out and the supervision period of Party C ends. During this period, if Party C’s continuous supervision responsibility to Party A is terminated, this agreement will be automatically terminated.
4、 Documents for future reference
1. Four party supervision agreement on raised funds
It is hereby announced.
Guangdong Nedfon Air System Co.Ltd(301043) board of directors may 19, 2002
