Securities code: 002047 securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2022-005 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Announcement on signing the tripartite supervision agreement 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.
On January 24, 2022, Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as “the company”) held the 22nd Meeting of the seventh board of directors, deliberated and approved the proposal on determining the special account for raised funds and authorizing the signing of the tripartite supervision agreement. The company opened a special account for raised funds in China Construction Bank Corporation(601939) Shenzhen Luohu sub branch, The company implemented special account management on the deposit and use of the funds raised by the company’s non-public offering of A-Shares in 2020. The board of directors authorized the company’s management or its designated personnel to fully handle matters such as signing a tripartite supervision agreement on the raised funds with the sponsor and the bank. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public development shares (zjxk [2021] No. 1768) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company issued 174951772 ordinary shares to a specific object in a non-public offering, with an issue price of 4.04 yuan / share and a total raised capital of 706805158.88 yuan, The net amount of raised funds after deducting the expenses related to the issuance (excluding value-added tax) of RMB 9169731.26 is RMB 697635427.62. The above-mentioned raised funds have been verified by Dahua Certified Public Accountants (special general partnership) and issued the capital verification report dhyz [2022] No. 000020.
2、 Opening of special account for raised funds and signing of tripartite supervision agreement for raised funds
In order to standardize the use and management of raised funds and protect the rights and interests of small and medium-sized investors, the company has opened a special account for raised funds in China Construction Bank Corporation(601939) Shenzhen Luohu branch in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the relevant provisions of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) raised funds management system, and implemented special account management for the deposit and use of raised funds, And signed the tripartite supervision agreement on raised funds between Shenzhen Bauing Construction Holding Group Co.Ltd(002047) and China Construction Bank Corporation(601939) Shenzhen Luohu sub branch and China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the “tripartite supervision agreement on raised funds”) with the deposit bank and the recommendation institution China Merchants Securities Co.Ltd(600999) . The opening of the special account for raised funds is as follows:
Account name deposit bank account number
Shenzhen BAOYING construction holding China China Construction Bank Corporation(601939) Shenzhen Luohu sub branch 44250100002800003323
Group Co., Ltd
3、 Main contents of the tripartite supervision agreement on raised funds
Party A: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Party B: China Construction Bank Corporation(601939) Shenzhen Luohu sub branch
Party C: China Merchants Securities Co.Ltd(600999)
1. Party A has opened a special account for raised funds (hereinafter referred to as “special account”) with Party B, with an account number of 44250100002800003323. As of January 22, 2022, the balance of the special account is 699305158.88 yuan. The special account is only used for the storage and use of the funds raised by Party A’s non-public offering of shares in 2020, 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 relevant laws, regulations and normative documents.
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 standardized operation guidelines 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 check the storage of the special account at the same time when conducting on-site investigation on Party A every six months.
4. Party A authorizes Wang Gang and Wang Dawei, the sponsor representatives designated by Party C, to inquire and copy the information of the 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 from Party B, he shall issue his own legal identity certificate; When other staff members designated by Party C inquire about the special account from Party B, they shall issue their own legal identity certificate and unit introduction letter.
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 at one time or within 12 months, or 20% of the net amount of the total raised funds after deducting the issuance expenses, whichever is lower, Party A and Party B shall timely notify Party C by fax 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 the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 12 of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
8. 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 compensation for breach of contract to the observant party.
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 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.
If Party A needs to change the special account to open a bank or an account due to the implementation of the investment project with raised funds, and needs to sign a new tripartite supervision agreement for raised funds with relevant banks, Party A, Party B and Party C agree that this agreement will terminate automatically from the date when the new tripartite supervision agreement for raised funds is signed and takes effect.
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 or seal and affix the official seal or special seal for contract 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.
Party C’s obligations shall be relieved until the end of the continuous supervision period, i.e. December 31, 2023.
10. Any dispute arising from or in connection with this Agreement shall be settled by the parties to the agreement through negotiation. If the negotiation fails, the parties to the agreement agree to settle it in the second way as follows: (I) submit the dispute to Beijing / Shanghai Arbitration Commission for arbitration in accordance with its arbitration rules; (II) submit the dispute to the Shenzhen International Arbitration Court (Shenzhen Arbitration Commission) for arbitration in accordance with its arbitration rules; (III) submit the dispute to the people’s court with jurisdiction in the place where the agreement is signed for litigation settlement.
11. This agreement is made in OCTUPLICATE, with Party A, Party B and Party C holding one copy respectively, reporting one copy to Shenzhen Stock Exchange and Shenzhen regulatory bureau of China Securities Regulatory Commission, and the rest to Party A for standby.
4、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 7th board of directors;
2. Dahua Yan Zi [2022] 000020 capital verification report issued by Dahua Certified Public Accountants (special general partnership);
3. Tripartite supervision agreement between Shenzhen Bauing Construction Holding Group Co.Ltd(002047) and China Construction Bank Corporation(601939) Shenzhen Luohu sub branch and China Merchants Securities Co.Ltd(600999) .
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
January 25, 2022
