Germany Exhibition Health (000813): Additional Fund Account To Sign The Three Party Regulatory Agreement
Limited by Share Ltd announcements on the signing of the three party regulatory agreement on additional fund accounts
All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.
In August 22, 2019, the German exhibition and big health Limited by Share Ltd (hereinafter referred to as the "company") convened the sixteenth meeting of the seventh board of directors and the fourteenth meeting of the seventh supervisory board, and deliberated the adoption of the motion on increasing the establishment of a special account for raising funds. The company decided to regulate the management of the fund-raising funds to meet the needs of the company's business development, and set up 1 special funds for raising funds in the Beijing Chaoyang sub branch of Industrial Commercial Bank of China Ltd, specifically for the special storage and use of the raised funds. The newly established special fund for raising funds will only be used for R & D platform transformation and upgrading projects, research and development of cardiovascular drugs, cancer and other fields in the company's R & D center, the construction of Jialin restrictive agent production base, and the storage and use of funds for construction projects of Tianjin Jialin bulk drug production base and research and development center, and it should not be used for other purposes. In August 24, 2019, the company disclosed the announcement on increasing the establishment of a special account for raising funds.
2019-040)) the details are listed in the Shanghai Securities Daily, the securities times, the Securities Daily and the www.cninfo.com.cn announcement.
In October 17, 2019, the company signed a three party supervision agreement with the Industrial Commercial Bank of China Ltd Beijing Chaoyang sub branch and Shen Wan Hongyuan securities underwriting sponsor Co., Ltd. (independent financial adviser). The details are as follows:
I. Basic Situation of fund-raising funds
Germany exhibition great health Limited by Share Ltd
The sale of major assets, replacement and issuance of shares to purchase assets and the collection of matching funds and related transactions shall be approved by the China Securities Regulatory Commission (CSRC) on approval of the major asset restructuring of Xinjiang Tianshan wool textile Limited by Share Ltd and the purchase of assets from Merrill Lynch Holdings Limited, and the raising of matching funds (SFC license No. [2016]1718).
The twenty-third meeting of the sixth board of directors of the Xinjiang Tianshan wool textile Limited by Share Ltd and the third provisional shareholders' meeting in 2016 approved the adoption of the motion to change the company name and the motion to amend the articles of association. The name of the company was changed from "Xinjiang Tianshan wool weaving Limited by Share Ltd" to "Germany exhibition and big health Limited by Share Ltd". After being applied to the Shenzhen stock exchange and approved by the Shenzhen stock exchange, the company's Chinese securities short changed from "Tianshan textile" to "German exhibition health" since October 17, 2016, and the company's securities code "000813" remains unchanged. The original company name "Xinjiang Tianshan wool textile Limited by Share Ltd" will be transferred to the invested capital producer in accordance with the law.
The issue price of the private offering of RMB common shares (A shares) is 9.93 yuan / share, the total number of shares issued is 151656935 shares, the total amount of the total raised is RMB 1475953364.55 yuan, and the net amount actually raised is RMB 1475953364.55 yuan. The foregoing collection of funds has been verified by Xin Yong Zhong accounting firm (special general partnership) in the "XYZH/2016BJA10723" capital verification report.
Two, the main contents of the three party supervision agreement on raising funds
The company and Industrial Commercial Bank of China Ltd Beijing Chaoyang sub branch, Shen Wan Hongyuan securities underwriting sponsor limited liability company (independent financial adviser) signed the "three party financing supervision agreement" main contents are as follows:
Party A: Germany exhibition great health Limited by Share Ltd
Party B: Industrial Commercial Bank of China Ltd Chaoyang sub branch of Beijing (hereinafter referred to as "Party B")
C: Shen Wan Hongyuan securities underwriting sponsor Co., Ltd. (independent financial adviser) (hereinafter referred to as "Party C")
(a) Party A has set up a special account for raising funds in Party B (hereinafter referred to as "special account"), with an account number of 020022791920006119. As of October 8, 2019, the account balance was 0 yuan. The account is only used for the construction project of Jialin restrictive agent production base, the construction project of Tianjin Jialin bulk drug production base and R & D center, the research and development of drugs for cardiovascular and cerebrovascular diseases, and the R & D platform of R & D technology center.
(two) both parties should abide by the People's Republic of China bill law and the payment settlement method.
"Renminbi bank settlement account management" and other laws, regulations and rules.
According to the relevant requirements of the regulations on the honest and clean business of securities and futures institutions and their staff members, the party has informed the Party A and Party B about the provisions concerning the practice of honesty, and the party will abide by laws and regulations, fair competition, and compliance operations, do not receive directly or indirectly, or transmit illegitimate interests to others or seek illegitimate interests.
(three) as an independent financial adviser of Party A, Party C shall designate the sponsor or other staff members to supervise the use of the funds raised by Party A in accordance with relevant regulations. The party shall perform its supervisory duties in accordance with the guidelines for the standardized operation of the listed companies on the main board of the stock exchange of Shenzhen (revised in 2015) and the fund raising management system formulated by Party A. Party A and Party B shall cooperate with the investigation and enquiry of the party. Every half year, the party carries out a spot check on the storage and use of the funds raised by Party A.
(four) Party A authorizes Zhou Nan, the financial advisor appointed by the party, and Wang Jing Cheng to inquire and copy the data of Party A's special account at any time. Party B shall provide the relevant specialist in a timely, accurate and complete manner.
Household information. When a financial consultant organizer inquires Party B about the situation of Party A, he should issue his own legal identity certificate; the other party members designated by Party C shall inquire Party A's special legal status and the unit's letter of introduction when he inquires into Party A's special account.
(five) Party B will issue a statement of account to Party A on a monthly basis (15 days before the month) and send it to Party C. Party B shall ensure that the contents of the bill are authentic, accurate and complete.
(six) Party A accumulatively purchases more than fifty million yuan or 10% of the net proceeds from the account within one or twelve months. Party A and Party B shall notify Party C by fax in a timely manner, and provide a list of expenditures for special accounts.
(seven) Party C has the right to replace the designated financial advisor in accordance with the relevant provisions. The replacement of the financial advisor by the party shall notify the party concerned in writing, and at the same time, in accordance with the requirements of the eleventh clause of this agreement, notify the owner of the financial advisor in the form of contact. Replacing the financial advisor sponsor does not affect the validity of this agreement.
(eight) if Party B fails to submit the bill to the party in time or notify the company of the large amount of withdrawals from the account, and if there is any information that does not match the enquiry and investigation data of the party, Party A or Party C may require Party A to terminate this agreement unilaterally and cancel the specialized fund raising fund for the three party.
(nine) this Agreement shall come into force on the date of signing and affixing the official seal of each party from the legal representatives of the three party, Party B and C, or its authorized representatives, and shall cease to be effective from the date when all the funds of the special account are completed and sold according to law.
The day when the obligations of the company continue to be supervised, it will be lifted in December 31, 2019.
It is hereby announced.
Board of directors of Limited by Share Ltd
October 17, 2019
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