Beijing Haitian Ruisheng Science Technology Ltd(688787)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to regulate the management and use of the raised funds of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as “the company”) and safeguard the legitimate rights and interests of all shareholders, this system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as “the articles of association of the company”) and other relevant provisions.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised by the company through the issuance of securities to unspecified objects (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and the issuance of securities to specific objects, but does not include the funds raised by listed companies through the implementation of equity incentive plans.
Article 3 the use of raised funds shall adhere to the principles of careful planning, standardized operation and openness and transparency.
Article 4 no one has the right to change the purpose of the raised funds publicly disclosed by the company unless a resolution is made by the general meeting of shareholders according to law.
Chapter II deposit of raised funds
Article 5 the principle of centralized storage and convenient supervision shall be adhered to in the deposit of the company’s raised funds.
Article 6 the raised funds of the company shall be deposited in a special account (hereinafter referred to as “special account”) determined by the board of directors for centralized management. The actual net amount of raised funds exceeding the planned amount of 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 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 centrally deposit the raised funds in a special account;
(II) the commercial bank shall provide the company with the bank statement of the special account for raised funds every month and send a copy to the recommendation institution or independent financial adviser;
(III) the recommendation institution may inquire the information of the special account for raised funds at the commercial bank at any time;
(IV) liability for breach of contract of the company, commercial bank and recommendation institution.
Where a company implements a raised investment project through a holding subsidiary or other entity, a tripartite supervision agreement shall be signed jointly by the company, the company implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers. The company and the company implementing the raised investment project shall be regarded as one of the common parties. If the above-mentioned agreement is terminated in advance due to the change of recommendation institution, independent financial consultant or commercial bank before the expiration of the term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the agreement.
Article 8 the raised funds of the company shall be earmarked for special purposes. The financial department of the company shall establish and improve relevant accounting records and accounts for activities involving the use of raised funds.
Chapter III use of raised funds
Article 9 the raised funds shall be used in strict accordance with the investment projects of the raised funds examined and approved by the general meeting of shareholders and the investment plan of the raised funds promised in the issuance application documents. The investment projects of raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and shall not be invested directly or indirectly in companies whose main business is the trading of securities.
Article 10 in principle, the funds raised by the company shall be used for the main business, comply with the national industrial policies and relevant laws and regulations, and invest in the field of scientific and technological innovation. The company shall not commit any of the following acts when using the raised funds:
(I) financial investments such as entrusted financial management (except cash management), entrusted loans, high-risk investments such as securities investment and derivatives investment, and direct or indirect investments in companies whose main business is the purchase and sale of securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) provide the raised funds directly or indirectly to the controlling shareholder, actual controller and other related persons for use, so as to facilitate the related persons to obtain illegitimate interests by using the raised investment project;
(IV) other acts in violation of the provisions on the management of raised funds.
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 related parties, and take effective measures to prevent related parties from using the raised funds to invest in projects to obtain illegitimate interests.
Article 12 the specific use of the raised funds of the company shall be carried out in accordance with the use plan of the raised funds or the resolution of the board of directors. When using the raised funds, the specific user department (unit) shall fill in the application form according to the use plan of the raised funds, and perform the application and approval procedures level by level according to the relevant financial management system of the company and the provisions of this system, which shall be implemented by the financial department.
Article 13 the specific use of the raised funds must be carried out in strict accordance with the relevant provisions of the company’s financial management. Article 14 in case of any of the following circumstances in a raised capital investment project, the company shall re demonstrate the feasibility and expected income of the project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised capital investment project (if any) in the latest periodic report:
(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 investment plan of the raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances occur in the project invested with raised funds.
Article 15 if the company decides to terminate the original investment project with raised funds, it shall select a new investment project as soon as possible and scientifically.
Article 16 Where the company replaces the self raised funds that have been invested in the investment projects of the raised funds in advance with the raised funds, it can only be implemented after the deliberation and approval of the board of directors, the authentication report issued by the accounting firm, the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant and the performance of the obligation of information disclosure. If the issuance application documents have disclosed that it is planned to replace the self raised funds invested in advance with the raised funds, and the amount invested in advance is determined, it shall be announced to the public before the replacement is implemented.
Article 17 the company can temporarily use the temporarily idle raised funds to supplement the working capital, which is limited to the production and operation related to the main business. It shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements. At the same time, it shall meet the following conditions:
(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, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent, and report to the listed exchange and make an announcement within 2 trading days.
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 18 If the company uses idle raised funds to supplement working capital, it shall disclose the following contents: (I) the basic information of the raised funds, including the time, amount, net amount and investment plan of the raised funds;
(II) use of raised funds;
(III) the amount and term 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, the reasons for the shortage of working capital, whether there is any behavior of changing the investment direction of raised funds in a disguised form, and the measures to ensure that the normal progress of the raised funds project will not be affected;
(V) opinions issued by independent directors, board of supervisors and recommendation institutions;
(VI) other contents required by the listed exchange.
Article 19 the company may conduct cash management on the temporarily idle raised funds (including over 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) 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 report to the listed stock exchange for filing and announcement within 2 trading days.
Article 20 Where a company uses idle raised funds to invest in products, 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 adviser shall give explicit consent. 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 raised funds;
(III) the amount and term of idle raised funds investment products, whether there is any behavior of changing the purpose of raised funds in a disguised form and measures to ensure that the normal progress of raised funds projects will not be affected;
(IV) income distribution mode, investment scope and safety of investment products;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
When the company is faced with major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Chapter IV use of over raised funds
Article 21 if the company’s over raised funds reach or exceed the planned amount of raised funds, the company shall properly arrange the use plan of the over raised funds according to the company’s development plan and actual production and operation needs, and timely disclose it after being submitted to the board of directors for deliberation and approval.
The independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall give clear consent to the rationality and necessity of the use plan of the over raised funds, and disclose at the same time with the relevant announcement of the company that if the amount of the over raised funds planned to be used by the company for a single time reaches 50 million yuan and more than 10% of the total amount of the over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
Article 22 the over raised funds shall be used for the company’s main business, and shall not be used for holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management (except cash management) and other financial investments, or carrying out high-risk investments such as securities investment and derivatives investment, and shall not be directly or indirectly invested in companies whose main business is the purchase and sale of securities.
Article 23 Where the over raised funds are used for permanent replenishment of working capital or repayment of bank loans, they shall be deliberated and approved by the board of directors and the general meeting of shareholders of the company, and the online voting method shall be provided for shareholders, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent. The company shall report to the listed exchange and announce the following contents within 2 trading days after the meeting of the board of directors:
(I) the basic information of the raised funds, including the time of raising, the amount of raised funds, the net amount of raised funds, the amount of over raised funds, etc;
(II) commitment not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital;
(III) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
Article 24 the company shall disclose information on the use of over raised funds in accordance with the requirements of regulatory authorities.
Chapter V change of purpose of raised funds
Article 25 the funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents. In case of any change of the company’s raised investment project, it must be deliberated and approved by the board of directors and the general meeting of shareholders, and the change can only be made after the express consent of independent directors, recommendation institutions, independent financial advisers and the board of supervisors.
If the company only changes the implementation location of the raised investment project, it may be exempted from the procedures in the preceding paragraph, but it shall be deliberated and approved by the board of directors of the company, report to the listed stock exchange within 2 trading days, and announce the reasons for the change and the opinions of the sponsor or independent financial adviser.
Article 26 the company shall be deemed to have changed the purpose of the raised funds in the following circumstances:
(I) cancel or terminate the original fund-raising projects, implement new projects or supplement working capital;
(II) change the implementation subject of the raised investment project, except for the change between the company and its wholly-owned or holding subsidiaries;
(III) change the implementation method of the project invested by the raised funds;
(IV) other situations where the purpose of the raised funds is recognized by the exchange as changed.
Article 27 the raised funds after the change of the company shall be invested in the main business.
Article 28 the board of directors of the company shall scientifically and prudently analyze the feasibility of the newly raised capital investment project to be changed, make sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of the raised capital.
Article 29 If the company intends to change the purpose of the raised funds, it shall announce the following contents within two trading days after submitting it to the board of directors for deliberation and approval:
(I) basic information of the original project and specific reasons for the change;
(II) basic information, feasibility analysis and risk prompt of the new project;
(III) investment plan for new projects;
(IV) description that the new project has been obtained or has yet to be approved by relevant departments (if applicable);
(V) opinions of independent directors, board of supervisors, recommendation institutions or independent financial advisers on changing the purpose of raised funds;
(VI) explanation that the change of the investment project of raised funds needs to be submitted to the general meeting of shareholders for deliberation;
(VII) other contents required by the listed exchange.
If a new project involves related party transactions, asset purchases or foreign investment, it shall also be disclosed in accordance with the provisions of relevant rules.
Article 30 if the company changes the investment direction of the raised funds for the acquisition of the assets (including interests) of the controlling shareholder or actual controller, it shall ensure that horizontal competition can be effectively avoided and related party transactions can be reduced after the acquisition.
The company shall disclose the reasons for the transaction with the controlling shareholder or actual controller, the pricing policy and basis of related party transactions, the impact of related party transactions on the company and the solutions to relevant problems.
Article 31 If the company plans to transfer or replace the raised investment projects (except for those that have all been transferred or replaced in the company’s major asset restructuring), it shall announce the following contents within 2 trading days after submitting them to the board of directors for deliberation:
(I) specific reasons for external transfer or replacement of raised investment projects;
(II) the amount of the project invested with the raised funds;
(III) completion degree and realized benefits of the project;
(IV) basic information and risk tips of the replaced project (if applicable);
(V) pricing basis for transfer or replacement
