Securities code: 002154 securities abbreviation: Baoxiniao Holding Co.Ltd(002154) Announcement No.: 2022-005 Baoxiniao Holding Co.Ltd(002154)
Announcement on the establishment of a special account for the storage of raised funds and the signing of the tripartite supervision agreement on 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.
Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as “the company” or “party a”) held the 18th meeting of the 7th board of directors on January 19, 2022. The meeting considered and adopted the proposal on establishing a special account for the storage of raised funds and signing the tripartite supervision agreement for raised funds. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
According to the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public offering of shares (zjxk [2021] No. 3477) issued by China Securities Regulatory Commission, the company is approved to issue no more than 273170198 new shares. The company actually issued 241721855 ordinary shares in RMB, the issue price per share was 3.02 yuan, the total amount of funds raised was 7300000002.10 yuan, after deducting the issuance expenses of 6221860.27 yuan (excluding value-added tax), the net amount of funds raised was 723778141.83 yuan, of which the registered capital was 241721855.00 yuan, The capital premium is RMB 482056286.83. The above funds were in place on December 24, 2021, which was verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report of “Xin Kuai Shi Bao Zi [2021] No. zf1111”.
2、 Establishment of special account for raised funds and signing of supervision agreement for raised funds
In order to standardize the management and use of raised funds and protect the interests of investors, in accordance with the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s measures for the management of raised funds, After deliberation and approval by the board of directors, the company has established accounts in Agricultural Bank Of China Limited(601288) Yongjia County sub branch, China Merchants Bank Co.Ltd(600036) Wenzhou Yongjia sub branch and China Citic Bank Corporation Limited(601998) Wenzhou Branch (hereinafter referred to as “Party B”) as special accounts for raised funds to deposit the funds raised by non-public offering of shares in 2021. The company has signed the tripartite supervision agreement on raised funds with the recommendation institution Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “Party C”) and the special account bank for raised funds. The details are as follows:
No. amount of raised funds initially deposited in the special account for raised funds of Party A and Party B for the purpose of raised funds (10000 yuan)
1 Baoxiniao Holding Co.Ltd(002154) China Citic Bank Corporation Limited(601998) Wenzhou Branch 8110801012602342065 18380.41 enterprise digital transformation project
2 Baoxiniao Holding Co.Ltd(002154) China Merchants Bank Co.Ltd(600036) Wenzhou yong577903665110111 4297.40 R & D center expansion Jiajia sub branch project
3 Baoxiniao Holding Co.Ltd(002154) Agricultural Bank Of China Limited(601288) Yong 1924090104003414149700.00 supplementary working capital Jiaxian sub branch
3、 Main contents of tripartite supervision agreement on raised funds
Hereinafter, Party A is called the company, Party B is the Bank of deposit, and Party C is the sponsor Guoyuan Securities Company Limited(000728) Co., Ltd
Company.
1. Party A 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 the funds raised by Party A’s non-public offering 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 and the people’s Bank of China
Measures for the administration of bank settlement accounts in RMB and other laws, administrative regulations and departmental rules.
3. As Party A’s recommendation agency, Party C shall appoint a recommendation representative or other person in accordance with relevant regulations
The staff shall supervise the use of the funds raised by Party A.
Party C shall comply with the standard operation of listed companies on the main board and the management system of raised funds formulated by Party A
Perform its supervisory duties and exercise its supervisory 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’s deposit of Party A’s raised funds every six months
Conduct an on-site inspection of and use.
4. Party A authorizes Huang Cheng and Liu Bo, the sponsor representatives designated by Party C, to inquire and copy at Party B at any time
Information of Party A’s special account; Party B shall timely, accurately and completely provide it with the required information about the special account.
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 guarantee
The contents of the statement are true, accurate and complete.
6. Party A withdraws more than 50 million yuan from the special account at one time or within 12 months, or
In case of 20% of the net fund-raising fund, Party B shall timely notify Party C by fax, and provide the expenditure of the special account at the same time
detailed list.
7. Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the sponsor representative,
Party B shall be notified in writing of relevant supporting documents, and the replacement shall be notified in writing in accordance with the requirements of Article 11 of this agreement
Contact information of the sponsor representative. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
8. Party B fails to issue a statement of account to Party C in time for three consecutive times or notify Party C of large amount withdrawal from the special account
In case of failure 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.
9. This Agreement shall come into force from the date when the legal representatives 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.
4、 Documents for future reference
1. Resolutions of the 18th meeting of the 7th board of directors;
2. The tripartite supervision agreement on raised funds signed by the company with Agricultural Bank Of China Limited(601288) Yongjia County sub branch, China Merchants Bank Co.Ltd(600036) Wenzhou Yongjia sub branch, China Citic Bank Corporation Limited(601998) Wenzhou Branch and sponsor Guoyuan Securities Company Limited(000728) ;
2. Capital verification report of Lixin Certified Public Accountants (special general partnership) (Xin Kuai Shi Bao Zi [2021] No. zf1111).
It is hereby announced.
Baoxiniao Holding Co.Ltd(002154)
Board of directors
January 21, 2022
