Securities code: 002959 securities abbreviation: Bear Electric Appliance Co.Ltd(002959) Announcement No.: 2022-005 Bear Electric Appliance Co.Ltd(002959)
Announcement on the establishment of a special account for raised funds and the signing of a supervision agreement on the storage of the special account 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、 Basic information of raised funds
With the approval of the reply on Bear Electric Appliance Co.Ltd(002959) initial public offering of shares (zjxk [2019] No. 1278) issued by the China Securities Regulatory Commission, Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as the “company”) issued 30 million ordinary shares for the first time at an issue price of 34.25 yuan / share, with a total raised capital of 1027500000.00 yuan, deducting the issuance fee excluding tax of 90688066.04 yuan, The net amount of actually raised funds is 936811933.96 yuan, and the above raised funds have been verified and confirmed by “xyzh / 2019gza10668” capital verification report issued by ShineWing Certified Public Accountants (special general partnership) on August 20, 2019. The company has stored the raised funds in a special account and signed the tripartite supervision agreement on the storage of raised funds in a special account. For details, see the announcement on signing the tripartite supervision agreement on the storage of raised funds in the special account disclosed by the company on cninfo.com on September 7, 2019.
On September 27, 2019, the company held the 19th meeting of the first board of directors, deliberated and approved the proposal on adding a special account for raised funds and signing a four party supervision agreement on the storage of the special account for raised funds, and agreed that Foshan Xiaoxiong Marketing Management Co., Ltd. (hereinafter referred to as “Xiaoxiong marketing”), the implementation subject of the raised investment project Foshan Xiaoxiong Intelligent Electric Appliance Co., Ltd. added a special account for raising funds and signed a quartet supervision agreement for special account storage. For details, see the announcement on signing the Quartet supervision agreement on the storage of raised funds in the special account disclosed by the company on cninfo.com on September 30, 2019.
On January 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on changing the use of some raised funds, and agreed to terminate the Bear Electric Appliance Co.Ltd(002959) creative small household appliance production and construction (Daliang Wusha) project in advance (hereinafter referred to as “Daliang Wusha project”), The remaining raised capital of 260.1317 million yuan and the net amount of bank interest and wealth management income after deducting handling fees will be invested in “creative small household appliances (LE)”
2、 Signing of the four party supervision agreement on the special account for the storage of raised funds and the opening and storage of the special account
In order to standardize the management and use of the company’s raised funds, the company held the 11th meeting of the second board of directors on January 14, 2022 in accordance with relevant laws and regulations and the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, The proposal on establishing a special account for raised funds and signing a supervision agreement on the storage of the special account for raised funds was reviewed and approved, and Xiaoxiong technology, the implementation subject of the raised investment project, was agreed to add a special account for raised funds and sign a quartet supervision agreement on the storage of the special account.
The company, Xiaoxiong technology, a wholly-owned subsidiary of the company, signed the four party supervision agreement on the storage of special account for raised funds with Foshan branch of Guangdong Development Bank Co., Ltd. and the sponsor Dongguan Securities Co., Ltd., and established a special account for raised funds as follows:
Account name bank name bank account number purpose
Guangdong Xiaoxiong technology has the project of Foshan Shunde Daliang sub branch of Guangdong Guangfa Bank Co., Ltd. 9550880002121700159 creative small household appliances (Leliu) Co., Ltd
The board of directors of the company authorizes the management to handle matters related to the special account for the raised funds. Xiaoxiong marketing, the original implementation subject of Daliang Wusha project, opened a special fund-raising account in Leliu Yuelai sub branch of Guangdong Shunde Rural Commercial Bank Co., Ltd. and cancelled it.
3、 Main terms of the four party supervision agreement on the storage of raised funds in the special account
Hereinafter, Party A 1 is Bear Electric Appliance Co.Ltd(002959) , Party A 2 is the legal entity implementing the investment project with raised funds (Party A 1 and Party A 2 are hereinafter collectively referred to as “party a”), Party B is the deposit bank, and Party C is Dongguan Securities Co., Ltd.
Article 1 Party A II has opened a special account for raised funds (hereinafter referred to as “special account”) with Party B, which is only used for the storage and use of raised funds of Party A II and shall not be used for other purposes.
Article 2 the temporarily idle raised funds can be managed in cash, and the invested products must meet the following conditions:
(I) it has high security, meets the capital preservation requirements, and the product issuer can provide capital preservation commitments.
(II) good liquidity shall not affect the normal operation of the investment plan of the raised funds.
Investment products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes. Where a listed company opens or cancels a special product settlement account, it shall timely report to the exchange for filing and make an announcement.
Article 3 Party A and Party B shall jointly abide by the bill law of the people’s Republic of China and the measures for payment and settlement
Article 4 as the sponsor of Party A, Party C shall appoint the 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 No. 1 – standardized operation of listed companies on the main board 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 an on-site investigation on the storage and use of Party A’s raised funds every six months.
Article 5 Party A authorizes Party C’s designated sponsor representatives Yang Na and Yao Genfa to inquire and copy the information of Party A’s second 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 Party B about the second special account of Party A, 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 second special account of Party A from Party B.
Article 6 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.
Article 7 If Party A withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, Party B shall timely notify Party C by fax and provide the expenditure list of the special account.
Article 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 B in writing of relevant supporting documents, and notify Party A and Party B in writing of the contact information of the changed recommendation representative 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.
Article 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, and Party B shall cooperate.
Article 10 anti money laundering and anti commercial bribery
10.1 each party to this agreement knows and promises to strictly abide by the anti money laundering law, the anti unfair competition law, the company law and other laws and regulations related to commercial crimes. Each party knows that any form of money laundering, bribery and all commercial crimes will violate the law and be severely punished by the law.
10.2 neither party shall ask for, receive, provide or give any benefits other than those stipulated in the contract to the other party or its personnel or other relevant personnel, including but not limited to explicit deduction, implicit deduction, cash, shopping card, physical object, securities, tourism or other non-material benefits.
10.3 each party is opposed to any bribery listed in paragraph 2 of this article by either party or its staff with any third party other than this Agreement for the purpose of this agreement. Each party promises to provide services to the other party in accordance with laws and regulations, and fully disclose relevant information to the other party. If either party or the handling personnel of either party violate the above provisions and cause losses to the other party, they shall be liable for damages.
Article 11 notice
11.1 the following contact information (including mailing address, telephone number, fax number, etc.) filled in this agreement by each party is true and valid. In case of any change in contact information, the changing party shall immediately send the change information in writing to the mailing address filled in this agreement by the other party. Such information change shall be deemed as a valid address on the date when the other party receives the change notice.
11.2 unless otherwise expressly agreed in this agreement, any notice from one party to the other party shall be given by any of the following ways:
(1) For the announcement, the service date shall be the date on which Party C issues the announcement on its official website, online business hall or business outlet.
(2) In case of personal service, the date of receipt by the addressee shall be the date of service.
(3) The date of delivery shall be the 3rd (same city) / 5th (different place) day after the date of mailing or the faster of the actual receiving days of the addressee.
(4) Fax, mobile phone short message, e-mail or other electronic communication methods, the date of sending shall be the date of delivery.
Each party shall have the right to choose the above notification methods as it deems appropriate, and shall not be liable for transmission errors, omissions or delays in postal, fax or any communication system. At the same time, multiple notification methods shall be selected, whichever arrives faster.
11.3 the parties agree that the contact address filled in this agreement is the address of the court, Arbitration Commission and other dispute settlement institutions to serve judicial documents and other written documents. In the process of dispute resolution under this agreement, if the dispute resolution agency delivers judicial documents or other written documents to the parties by mail, the date of receipt on the service receipt shall be the date of service; If the receipt is not signed on the service receipt, the 3rd (same city) / 5th (different place) after the date of mailing shall be the date of service.
Article 12 applicable law and dispute settlement
12.1 the signing, performance, validity and interpretation of this Agreement shall be governed by the current laws of the people’s Republic of China (for convenience of expression, laws and regulations of Hong Kong, Macao and Taiwan are not included here).
12.2 any dispute or dispute arising from or in connection with this Agreement shall be settled by both parties through friendly negotiation. If the negotiation is not enough, they shall have the right to submit to the Shenzhen International Arbitration Court for arbitration, and the arbitration rules in force at that time shall apply. The arbitration award is final and legally binding on all parties to this agreement. 12.3 any dispute or dispute arising from any provision of this Agreement and arbitration shall not affect the validity and continuous performance of other provisions of this agreement.
Article 13 this Agreement shall come into force from the date when the legal representatives or authorized representatives of Party A, Party B and Party C (valid power of attorney shall be issued) sign or seal and affix the official seals of their respective companies. The special account shall become invalid as of the date when all the funds in the special account are disbursed and the account is cancelled according to law.
4、 Documents for future reference
1. Resolutions of the 11th meeting of the second board of directors;
2. Four party supervision agreement on the storage of raised funds in the special account.
It is hereby announced.
Bear Electric Appliance Co.Ltd(002959)
Board of directors
January 14, 2022
