Card Slave Road Signed A Four Party Regulatory Agreement To Raise Funds, Reasonable And Effective Use Of Fund-Raising Funds.

　　 Announcement of Guangzhou's Limited by Share Ltd on the signing of the Quartet supervision agreement on raising funds

Recently, approved by the China Securities Regulatory Commission, "SFC license No. 201275", Guangzhou Clothing of card road For the first time, Limited by Share Ltd issued 25 million shares to the public, issuing a price of 27.80 yuan per share, and raising the total amount of RMB 695000000 yuan. After deducting the issuing cost of RMB 46059499.41 yuan, the net amount actually raised is RMB 648940500.59 yuan. Guangdong central Pearl River certified public accountants Co., Ltd. in February 22, 2012, the company's initial public offering of funds for the implementation of the situation was verified, and issued the "capital verification report" (Canton Club verifying 2012 12000900015th) confirmed.

In February 12, 2015 and March 9, 2015, the company held third sessions of the second meeting of the board of directors and the annual general meeting of shareholders in 2014, respectively, and deliberated and adopted the "motion on adjusting and postponed the implementation of the information technology transformation project", and agreed that the company should adjust the implementation subject of the information system technology transformation project and postpone it. After this adjustment, the Guangzhou affiliated Cafu Management Co., Ltd., a subsidiary holding company of the company (hereinafter referred to as "Guangzhou Lian Cafu"), has been added to one of the implementing entities of the information system technology transformation project, and is the main body of the project with the company. According to the information system technology transformation project implementation progress, the company transferred funds to Guangzhou to raise funds for Cafu, and even in accordance with Cafu in Guangzhou. Raise funds The withdrawal system will be used for the collection of funds.

In the announcement, the company and all the members of the board guarantee that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.

In order to standardize the management of fund-raising funds and protect the rights and interests of small and medium-sized investors, according to relevant laws and regulations, the guidelines for the standardized operation of small and medium enterprises listed companies on the Shenzhen stock exchange, and the relevant provisions of the company's management measures for raising funds, Cafu and Guangzhou set up a special account for raising funds in the China Minsheng Banking Corp Guangzhou branch (hereinafter referred to as "Minsheng Bank Guangzhou branch").

The company, together with the sponsor, Hengtai long Finance Securities Co., Ltd. (hereinafter referred to as "Hengtai long fortune") signed the "Four Party Supervision agreement on raising funds" with Guangzhou Lian Cafu and Minsheng Bank Guangzhou branch in March 31, 2015. The main provisions of the agreement are as follows:

First, the effectiveness of the four party supervision agreement signed by the company, Minsheng Bank Guangzhou branch, Hengtai securities Limited by Share Ltd and Hengtai long Finance on July 31, 2014 was terminated. The main contents of the agreement are detailed in the announcement on the signing of the fund raising supervision agreement issued by the company on October 13, 2014 in the giant tide information network. The announcement number is 2014-048).

Two, the company and Guangzhou even Cafu set up a special account for raising funds in Minsheng Bank Guangzhou branch (hereinafter referred to as "special account"):

The company has opened a special account in Minsheng Bank Guangzhou branch, with an account number of 0325014170003079. As of March 31, 2015, the account balance was 24535852.55 yuan. The account is only used for the storage and use of the fund-raising funds of the information system technology transformation project carried out by the company as the main body of the project, and it shall not be used for other purposes. Guangzhou even Cafu opened a special account in Minsheng Bank Guangzhou branch, with an account number of 693679266. As of March 31, 2015, the balance of the account was 0 yuan. The account is only used for the storage and use of the fund-raising funds of the information system transformation project carried out by Cafu and Guangzhou as the main body of the project, and shall not be used for other purposes.

Three, Hengtai long wealth as the sponsor of the company, should be appointed according to the relevant provisions of the sponsor representative or other staff members of the company and Guangzhou even Cafu to raise funds to monitor the use of funds. Hengtai long finance should perform its supervisory duties in accordance with relevant laws and regulations, the regulations of the China Securities Regulatory Commission and the Shenzhen stock exchange, and the fund raising management system formulated by the company, and may exercise its supervisory power through on-site investigation, written and telephone inquiries. The company and Guangzhou even Cafu and Minsheng Bank Guangzhou branch should cooperate with Hengtai long finance investigation and enquiry. Hengtai long money should check the storage status of each reserve fund at the same time.

Four, Li Dongmao and Zou Weifeng, appointed by the company as authorized representatives of Hengtai long finance, can inquire and copy the information of the company and Guangzhou even Cafu at any time at Minsheng Bank Guangzhou branch. The Guangzhou branch of Minsheng Bank should provide timely, accurate and complete information to the relevant special accounts.

The sponsor representative should issue his legal identity certificate to the Guangzhou branch of Minsheng Bank and the relevant account of Cafu in Guangzhou. The other staff assigned by Hengtai long finance to the Guangzhou branch of Minsheng Bank and the Guangzhou special Cafu account should issue their own legal identity certificate and a valid and effective letter of introduction.

Five, Guangzhou branch of Minsheng Bank will issue a statement to the company and Guangzhou even by the month (5 days before the date of the month, postponed on holidays), and will affix a copy of the business card to the company and Guangzhou, and send it to Hengtai long fortune and the company and Guangzhou even Cafu by Post EMS. Minsheng Bank Guangzhou branch should ensure the authenticity, accuracy and completeness of the contents of the bill.

If the amount drawn exceeds 10 million yuan or 5% of the net proceeds raised, the Guangzhou branch of Minsheng Bank shall notify the Hengtai fortune by fax on the next working day after the occurrence of the situation. At the same time, the expenditure list of the special account will be affixed to the business chapter, and then delivered to the company and / or the Guangzhou Hengtai by the express mail service. The company and / or Guangzhou Cafu should, on the next working day, take the copies of the original vouchers, invoices, bills of lading, transport documents and other related original vouchers and related equipment procurement contracts and plant construction contracts to the company's official seal on the next working day after the occurrence of the situation, and then affix the company's official seal to the Hengtai fortune by postal express delivery service. The company will also be sent to the company by the way of the express mail service on. Six, the company or Guangzhou even Cafu accumulated one or 12 months from the account.

Seven, Hengtai long finance has the right to change the designated sponsor representative in accordance with the relevant provisions; Hengtai long money to replace the sponsor representative, the relevant documents should be notified in writing to Minsheng Bank Guangzhou branch, at the same time, as required by the sixteenth clause of this agreement, notify the replacement sponsor representative's contact information in writing; replacing the sponsor representative does not affect the validity of this agreement.

Eight, the Guangzhou branch of Minsheng Bank has not issued a timely statement to the Hengtai long money in the three consecutive time, or has taken large account of the account to inform Hengtai's long fortune. And there is no information on the special account of Hengtai long money. The company and Guangzhou have the right to request the company and Guangzhou even Cafu to unilaterally terminate this Agreement and cancel the fund raising account for Cafu or Hengtai long fortune.

Nine, if Cafu and Minsheng Bank Guangzhou branch fail to comply with the obligation of disclosure in accordance with the provisions of the fifth, sixth, seventh and eight articles, Guangzhou Hengtai long money should report to the Shenzhen stock exchange in time when they know the relevant facts. In addition, the company and Guangzhou should report to the Shenzhen stock exchange in time if Cafu is too lazy to fulfil the obligation to supervise or urge or obstruct the Guangzhou branch of Minsheng Bank.

Ten. This Agreement shall come into force on the date of signing the company's legal representatives from Guangzhou, Cafu, Guangzhou branch of Minsheng Bank, the legal representative of Hengtai long financial four party or its authorized representative and the official seal of their respective units.

Hengtai long money must fulfill its corresponding obligations to the end of the period of continuous supervision. The closing date of the sponsorship agreement is applicable to the sponsor agreement signed by the company and Hengtai long Finance on the end of the supervision period. Raise funds Quartet supervision The signing of the agreement will play a strong regulatory role in the rational use of the funds raised by the company, and will be conducive to the rational use and maximum utilization of the funds.