Hangzhou Century Co.Ltd(300078)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to further strengthen the management and application of the raised funds of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company”) and improve the use efficiency of the raised funds, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation guidelines”) This system is formulated in accordance with the provisions of relevant laws and regulations, normative documents and the articles of association, as well as the actual situation of the company.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised from investors through public issuance of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, issuance of warrants, etc.) and non-public issuance of shares for specific purposes, However, it does not include the funds raised by the company through the implementation of the equity incentive plan.
Article 3 the raised funds can only be used for the investment projects of the raised funds announced by the company, and the board of directors of the company shall formulate a detailed fund use plan. The use of raised funds should adhere to the principles of careful planning, standardized operation and openness and transparency. No one has the right to change the purpose of the company’s raised funds unless a resolution is made by the general meeting of shareholders according to law.
Article 4 the board of directors of the company shall be responsible for establishing and improving the management system of raised funds, ensuring the effective implementation of the system and disclosing the use of raised funds in accordance with relevant laws, regulations, normative documents and the articles of association. If the investment project of raised funds is implemented through the branch (subsidiary) of the company or other enterprises controlled by the company, the branch (subsidiary) or other enterprises controlled by the company shall abide by this system.
Article 5 where the company suffers losses (including economic losses and reputation losses) due to violation of this system, the company shall investigate the responsibilities of relevant personnel, including civil compensation liabilities, according to the specific circumstances.
Chapter II deposit of raised funds
Article 6 the company shall carefully select commercial banks with good credit and strict management standards and open a special account for raised funds (hereinafter referred to as “special account”). The raised funds of the company shall be deposited in the special account approved by the board of directors for centralized management, and the special account shall not be used for non raised funds or other purposes.
The funds required for the same investment project shall be stored in the same special account, and the number of special accounts for raised funds shall not exceed the number of investment projects with raised funds in principle. If the company has raised funds for more than two times, it shall set up a special account for raised funds independently.
The actual net amount of raised funds exceeding the amount of planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of raised funds.
Article 7 after the raised funds are in place, the company shall timely go through the necessary capital verification procedures, and the accounting firm shall issue a capital verification report.
Article 8 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution or independent financial adviser and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”) within one month after the raised funds are in place. The agreement shall at least include the following contents:
(I) the company shall deposit the raised funds in a special account;
(II) the account number of the special account for raised funds, the items of raised funds involved in the special account, the deposit amount and term; (III) if the amount withdrawn from the special account by the company in one time or within 12 months exceeds 50 million yuan or 20% of the net amount of raised funds (i.e. the net amount of the total amount of raised funds after deducting the issuance expenses), the company and commercial banks shall timely notify the recommendation institution or independent financial adviser;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution or independent financial adviser;
(V) if a commercial bank fails to issue a bank statement or notify the special account of large amount withdrawal to the recommendation institution or independent financial adviser in time for three consecutive times, or fails to cooperate with the recommendation institution or independent financial adviser in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds;
(VI) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(VII) the supervision responsibilities of the recommendation institution or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial adviser and commercial bank on the use of the company’s raised funds;
(VIII) rights, obligations and liabilities for breach of contract of the company, commercial banks and recommendation institutions.
After the signing of the above agreement, the company shall report to Shenzhen stock exchange for filing and announce the main contents of the agreement.
Where a company implements a raised investment project through a holding subsidiary, a tripartite supervision agreement shall be signed jointly by the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers. The company and its holding subsidiary shall be regarded as a common party.
If the above-mentioned agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the agreement, and make an announcement after reporting to Shenzhen stock exchange for filing.
Chapter III use of raised funds
Article 9 the company shall use the raised funds prudently to ensure that the use of the raised funds is consistent with the commitments in the prospectus or the prospectus, and shall not change the investment direction of the raised funds at will or change the purpose of the raised funds in a disguised form.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds. In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, the company shall make a timely announcement.
Article 10 the funds raised by the company shall not be used to carry out entrusted financial management (except cash management), entrusted loans and other financial investments, as well as securities investment, derivatives investment and other high-risk investments, and shall not be directly or indirectly invested in companies whose main business is the purchase and sale of securities.
The company shall not use the raised funds for pledge or other investments that change the purpose of the raised funds in a disguised form.
Article 11 the company shall ensure the authenticity and fairness of the use of the raised funds, prevent the raised funds from being occupied or misappropriated by the controlling shareholders, actual controllers and their related parties, and take effective measures to prevent the related parties from using the raised funds to invest in projects to obtain improper interests.
Article 12 when using the raised funds, the company shall strictly perform the following application and approval procedures: (I) within the scope of the use plan of the raised funds or the company’s budget, the use of the raised funds by the user department shall be reviewed by the financial department, signed and approved by the financial person in charge and the general manager, and implemented by the accounting department;
(II) for special reasons, if there is a difference between the actual use of the raised funds in the year of the raised funds investment project and the estimated use amount of the raised funds investment plan disclosed last time, if the difference is within 10% (including 10%), it shall be approved by the general manager; When the difference is 10% ~ 20%, it shall be approved by the chairman; If the difference is more than 20% (including 20%), it shall be approved by the board of directors;
(III) when the difference reaches more than 30%, the company shall adjust the investment plan of the raised funds, and disclose the annual investment plan of the previous raised funds, the current actual investment progress, the estimated annual investment plan after adjustment and the reasons for the change of the investment plan in the special description of the annual use of the raised funds.
Article 13 in case of any of the following circumstances in a project invested with raised funds, the company shall check the feasibility and expected income of the project and decide whether to continue to implement the project:
(I) major changes have taken place in the market environment involved in the investment project with raised funds;
(II) the project invested with raised funds has been shelved for more than one year;
(III) exceeding the completion period of the latest raised capital investment plan and the amount of raised capital investment does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances occur in the project invested with raised funds.
The company shall disclose the progress of the project and the reasons for abnormalities in the latest periodic report. If it is necessary to adjust the investment plan of raised funds, the adjusted investment plan of raised funds shall be disclosed at the same time.
Article 14 If the company decides to terminate the original raised investment project, it shall select a new investment project in a timely and scientific manner.
Article 15 if the company invests the raised capital investment project in advance with the self raised capital, it can replace the self raised capital invested in the raised investment project in advance with the raised capital within 6 months after the arrival of the raised capital. The replacement matters shall be reviewed and approved by the board of directors of the company, and the accounting firm shall issue an assurance report, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall give explicit consent and fulfill the obligation of information disclosure before implementation. If the company has disclosed in the issuance application document that it plans to replace the self raised funds invested in advance with the raised funds, and the amount invested in advance is determined, it shall make an announcement before the replacement is implemented.
Article 16 Where the company changes the implementation location of the raised investment project or adjusts the planned progress of the raised capital investment project, it shall be reviewed and approved by the board of directors of the company, and shall be implemented only after the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant express their explicit consent and fulfill the obligation of information disclosure.
If the company changes the purpose of the raised funds, it shall be submitted to the general meeting of shareholders for deliberation after the approval of the board of directors and the consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser.
Article 17 the company may conduct cash management of the temporarily idle raised funds, and its investment products must meet the following conditions:
(I) principal guaranteed products with high security such as structured deposits and certificates of deposit;
(II) the term of investment products shall not exceed 12 months;
(III) good liquidity shall not affect the normal progress of the investment plan of the raised funds.
Investment products shall not be pledged, and the special product settlement account (if applicable) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company shall make a timely announcement.
Article 18 Where a company uses idle raised funds for cash management, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall give clear consent, and make an announcement within 2 trading days.
The company shall announce the following contents within 2 trading days after the meeting of the board of directors:
(I) basic information of the funds raised this time, including the time of raising, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of the raised funds, idle conditions and reasons, whether there is any behavior of changing the purpose of the raised funds in a disguised form and measures to ensure that the normal progress of the raised funds project will not be affected;
(III) the name, issuer, type, quota, term, income distribution method, investment scope, estimated annualized rate of return (if any), and the specific analysis and description of the safety and liquidity of the investment products by the board of directors;
(IV) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
When the company finds that the financial situation of the issuer of investment products is deteriorating and the invested products are facing losses and other major risks, it shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 19 on the premise of meeting the following conditions, the company may temporarily use idle raised funds to supplement working capital:
(I) the purpose of the raised funds shall not be changed in a disguised form;
(II) it shall not affect the normal progress of the investment plan of the raised funds;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) the previously raised funds for temporary replenishment of working capital have been returned (if applicable).
The above matters shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall give clear consent, and make an announcement within 2 trading days.
When idle raised funds are used to supplement working capital, they are limited to the production and operation related to the main business, and shall not be directly or indirectly used for the placement and purchase of new shares, or for investing in stocks and their derivatives, convertible corporate bonds, etc.
Before the due date of replenishing working capital, the company shall return this part of funds to the special account for raised funds and make an announcement within 2 trading days after all funds are returned.
Article 20 if the company uses idle raised funds to supplement working capital temporarily, it shall timely announce the following contents after the deliberation and approval of the board of directors:
(I) basic information of the funds raised this time, including the arrival time of the funds raised, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of raised funds, idle conditions and reasons;
(III) the reasons for the shortage of working capital, the amount and period of idle raised funds to supplement working capital; (IV) the amount of idle raised funds to supplement working capital, the expected savings in financial expenses, whether there is any behavior of changing the investment direction of raised funds in a disguised form, and measures to ensure that the normal progress of investment projects with raised funds will not be affected;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
(VI) other contents required by Shenzhen Stock Exchange.
Before the due date of supplementary working capital, the company shall return this part of the capital to the special account for raised capital, and make an announcement within two trading days after all the capital is returned. If the company is expected to be unable to return this part of the funds to the special account for raised funds on schedule, it shall perform the review procedures in accordance with the requirements of the preceding paragraph before the due date and make a timely announcement. The contents of the announcement shall include the whereabouts of the funds, the reasons why they cannot be returned, the reasons and time limit for continuing to supplement working capital, etc. Article 21 when a listed company uses a small amount of surplus funds (including interest income) for other purposes after the completion of a single or all of the investment projects with raised funds, it shall be examined and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall issue explicit consent opinions.
If the surplus raised funds (including interest income) are less than 5 million yuan and less than 5% of the committed investment of the raised funds for a single project or all projects, the procedures in the preceding paragraph may be exempted, and their use shall be disclosed in the annual report.
If the surplus raised capital (including interest income) reaches or exceeds 10% of the net raised capital of the project and is higher than 10 million yuan, it shall also be deliberated and approved by the general meeting of shareholders.
Article 22
