Stock code: 688156 Stock abbreviation: Luther Environment Announcement number: 2021-044
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statements or material omissions, and assume legal responsibility for the truthfulness, accuracy and completeness of the contents in accordance with the law.
First, the basic situation of funds raised
Approved by the China Securities Regulatory Commission on The Approval of the Registration of the Initial Public Offering of Shares of Luther Environmental Technology Co., Ltd. (Securities Regulatory Approval [2020] No. 1915) and approved by the Shanghai Stock Exchange, the Company issued 22.96 million RMB ordinary shares to the public for the first time at an issue price of RMB 15.91 per share, raising a total of RMB 365.2936 million, deducting the issuance fee in accordance with relevant regulations4, The actual net proceeds raised after RMB1,118,800 were RMB324,174,800. Among them, the sponsorship underwriting fee was 29.2235 million yuan (excluding tax), and other expenses directly related to the issuance of equity securities were 11.8953 million yuan.
The total amount of funds raised after deducting all unpaid sponsorship underwriting fees of RMB27.2235 million (the Company pre-paid sponsorship underwriting fees of RMB2 million with self-raised funds) was RMB338.0701 million, which was remitted by the lead underwriter, Essence Securities Co., Ltd., to the custody account of Luther Environmental Technology Co., Ltd. (hereinafter referred to as the "Company") on September 16, 2020. The above-mentioned raised funds have been verified by the Capital Verification Report of Daxin Certified Public Accountants (Special General Partnership) Daxin Verification [2020] No. 2-00055.
The company adopted a special account storage management for the raised funds in accordance with the regulations, and the company signed a tripartite supervision agreement with the sponsoring institution and the bank supervising the special account for the raised funds, as detailed in the "Announcement of the Initial Public Offering of Shares of Luther Environmental Technology Co., Ltd. on the Science and Technology Innovation Board" disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on September 21, 2020.
2. The signing of the "Four-Party Supervision Agreement on the Storage of Special Accounts for Raising Funds" and the opening of special accounts for raising funds
The Company has held the 16th meeting of the Third Board of Directors and the 1st Extraordinary General Meeting of Shareholders in 2021 on August 19, 2021 and September 9, 2021 respectively, and deliberated and passed the "Proposal on Changing the Use of Part of the Raised Funds to Increase the Capital of the Holding Subsidiary to Implement the New Investment Project", and agreed to change the use of the funds raised by the original investment project "Luther Environmental Technology R&D Center Upgrade construction project" for part of the raised funds of 32 million yuan. It will be used to increase the capital of its holding subsidiary, Luther Bio-Environmental Protection Technology (Gulin) Co., Ltd. (hereinafter referred to as "Gulin Luther" and implement the new fundraising project "Gulin Luther High Peptide Protein Feed Technical Transformation and Expansion Project", of which 20 million yuan is included in the registered capital and 12 million yuan is included in the capital reserve fund.
For details, please refer to the Announcement on Changing the Use of Part of the Raised Funds to Increase the Capital of the Holding Subsidiary to Implement the New Investment Project (Announcement No. 2021-029) and the Announcement of the Resolution of the First Extraordinary General Meeting of Shareholders in 2021 (Announcement No. 2021-040) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on August 20, 2021 and September 10, 2021 respectively.
As of the date of this announcement, Gulin Luther has completed the registration of industrial and commercial changes, the registered capital has increased from 73.5 million yuan to 93.5 million yuan, and the company holds 91.45% of the equity of Gulin Lutheran. Gulin Luther will invest the raised funds in stages according to the implementation progress of the fundraising project to improve the efficiency of the use of the raised funds.
(1) The signing of the "Four-Party Supervision Agreement on the Storage of Funds Raised in Special Accounts"
In order to optimize the management of raised funds and improve the efficiency of the use of raised funds, in accordance with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and the "Guidelines for the Application of Self-Regulatory Rules for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant laws and regulations, normative documents and the Articles of Association of the Company, Gulin Luther has recently opened a special account for the storage of funds raised by the "Gulin Luther High Peptide Protein Feed Technical Transformation and Expansion Project", and has cooperated with the company, The sponsoring institution, Anxin Securities Co., Ltd. and the Gulin Branch of industrial and commercial bank of China Co., Ltd., signed the "Four-Party Supervision Agreement on the Storage of Raised Funds" to supervise the deposit and use of the funds raised by the "Gulin Luther High Peptide Protein Feed Technical Transformation and Expansion Project".
There are no major differences between the content of the agreement and the Tripartite Supervision Agreement on the Storage of Funds Raised in Special Accounts (Model) formulated by the Shanghai Stock Exchange.
(2) The opening of special accounts for raising funds
As of the disclosure date of this announcement, the opening of the special account for the raised funds is as follows:
The main content of the three-party and four-party regulatory agreement
The main contents of the "Four-Party Supervision Agreement on the Storage of Funds Raised in Special Accounts" signed by the Company, Gulin Lutheran, the Gulin Branch of Industrial and Commercial Bank of China Co., Ltd. and Anxin Securities Co., Ltd. are:
Party A: Luther Environmental Technology Co., Ltd. (hereinafter referred to as "Party A")
Party A II: Luther Bio-Environmental Protection Technology (Gulin) Co., Ltd. (hereinafter referred to as "Party A II")
Party B: Industrial and Commercial Bank of China Co., Ltd. Gulin Branch (hereinafter referred to as "Party B")
Party C: Essence Securities Co., Ltd. (sponsoring institution) (hereinafter referred to as "Party C")
In order to standardize the management of the funds raised by Party A (Party A and Party A, hereinafter collectively referred to as "Party A") and protect the rights and interests of investors, in accordance with relevant laws and regulations and the Provisions on the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange, Party A, Party A, Party A, Party B and Party C have reached the following agreements after consultation:
1. Party A and Party A are the holding subsidiaries of Party A. Party A increased the capital of Party A by RMB32 million, of which RMB20 million was included in the registered capital and RMB12 million was included in the capital reserve fund, and the other shareholders of Party A did not participate in the capital increase, and After the capital increase, Party A held 91.45% of the equity of Party A II. The source of funds is the funds raised by Party A's initial public offering of shares, which was approved by the 16th meeting of the third board of directors held by Party A on August 20, 2021 and September 9, 2021 and the first extraordinary general meeting of shareholders in 2021 to increase the capital of Part of the original investment project (Luther Environmental Technology R&D Center Upgrade and Construction Project) to Party A II, and was used to implement the new fundraising project "Gulin Luther High Peptide Protein Feed Technology Transformation and Expansion Project", which has been publicly disclosed.
2. Party A and Party B open a special account for raising funds (hereinafter referred to as the "special account"), the account number is 2304351129100068310, the account name: Luther Bio-Environmental Protection Technology (Gulin) Co., Ltd., and the account opening bank: Industrial and Commercial Bank of China Co., Ltd. Gulin Branch. The special account is only used for the storage and use of funds for Party A to increase the capital of Party A and implement the "Gulin Luther High Peptide Protein Feed Technical Transformation and Expansion Project" and shall not be used for other purposes.
3. Both parties shall jointly abide by the Bills Law of the People's Republic of China, the Measures for Payment and Settlement, the Measures for the Administration of Renminbi Bank Settlement Accounts and other laws, regulations and rules.
4. Party C, as the sponsoring institution of Party A, shall appoint a sponsor representative or other staff to supervise the use of the funds raised by Party A in accordance with relevant regulations.
Party C undertakes to perform its sponsorship duties and continuously supervise the management of funds raised by Party A in accordance with the Interim Measures for the Sponsorship System for Securities Issuance and Listing, the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange, and the Fund Raising Management System formulated by Party A.
Party C may exercise its right of supervision by means of on-site investigation, written inquiry, etc. Party A and Party B shall cooperate with Party C's investigation and inquiry. Party C shall check the storage situation of the special account at the same time when conducting the on-site investigation of Party A every six months.
5. Party A authorizes Fan Changjiang and Zhang Yiwei, the sponsor representatives designated by Party C, to inquire and copy the information of Party A's special account at any time, and Party B shall provide party B with the required information about the special account in a timely, accurate and complete manner.
When the sponsor representative inquires about the relevant information of Party A's special account with Party B, it shall issue its own legal identity certificate; other staff designated by Party C shall issue its legal identity certificate and unit introduction letter when inquiring about Party A's special account with Party B.
6. Party B shall issue a true, accurate and complete special account statement to Party A on a monthly basis (before the 10th of each month) and send a copy to Party C.
7. If Party A withdraws more than RMB50 million from the special account within 21 times or within 12 months and reaches 20% of the net amount of the total amount of funds raised after deducting the issuance fee (hereinafter referred to as the "net amount of funds raised"), Party A shall promptly notify Party C by fax and provide the expenditure list of the special account.
8. Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the sponsor representative, Party C shall notify Party B in writing of the relevant supporting documents, and at the same time notify Party A and Party B in writing of the contact information of the replaced sponsor representative in accordance with the requirements of Article 12 of this Agreement. A change of Sponsor Representative shall not affect the validity of this Agreement.
9. If Party B fails to issue a statement to Party A in a timely manner for three consecutive times, and there is a situation of failure to cooperate with Party C in the investigation of the special account, Party A may unilaterally terminate this Agreement and cancel the special account for raising funds on its own initiative or at the request of Party C.
10. If Party C discovers that Party A and Party B have not performed this Agreement as agreed, Party C shall promptly report in writing to the Shanghai Stock Exchange after learning the relevant facts.
11. This Agreement shall take effect from the date on which the legal representatives of Party A, Party A, Party B and Party C sign and affix the official seal of their respective units, and shall become invalid from the date when all the funds of the special account have been spent and cancelled according to law and the date when Party C's supervision period ends (December 31, 2023).
12. This Agreement shall be made in eight copies, one for each of Party A, Party A, Party B and Party C, and one copy shall be reported to the Shanghai Stock Exchange and the Hubei Regulatory Bureau of the China Securities Regulatory Commission, and the rest shall be kept by Party A for backup.
This is hereby announced.
Board of Directors of Luther Environmental Technologies GmbH
October 15, 2021
![The beauty of the building | Martin Luther King Jr. Memorial Library[fig]](data:image/gif;base64,R0lGODlhAQABAIAAAP///wAAACwAAAAAAQABAAACAkQBADs=)