Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to strengthen and standardize the management of the funds raised by Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) by issuing shares and improve its use efficiency and efficiency, in accordance with the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations These measures are formulated in accordance with the relevant provisions of normative documents and the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the “raised funds” mentioned in these Measures refer to the funds raised by the company from investors through public offering 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, etc.) and non-public offering of securities, but do not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 the board of directors of the company shall fully demonstrate the feasibility of the investment project with raised funds, make sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
The directors, supervisors and senior managers of the company shall be diligent and responsible, urge the company to standardize the use of the raised funds, consciously maintain the safety of the raised funds, and shall not participate in, assist or connive at the listed company to change the purpose of the raised funds without authorization or in a disguised form.
Article 4 if the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the company shall ensure that the subsidiaries or other enterprises controlled by the company comply with the measures for the management of raised funds.
Chapter II deposit of raised funds in special account
Article 5 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”), and the raised funds shall be deposited in the special accounts approved by the board of directors for centralized management and use, and the special accounts shall not be used for non raised funds or other purposes.
If the company has raised funds for more than two times, it shall set up a special account for raised funds independently. The net amount of the actually raised funds exceeding the amount of the planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of the raised funds.
Article 6 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution 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. Chapter III use of raised funds
Article 7 the company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. 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 8 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. The company shall not use the raised funds for pledge, entrusted loan or other investment that changes the purpose of the raised funds in a disguised form.
Article 9 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 other related parties, and take effective measures to prevent the related parties from using the raised funds to invest in projects to obtain illegitimate interests.
Article 10 the board of directors of the company shall comprehensively check the progress of the investment projects with raised funds every six months. If the difference between the actual use of the raised funds in the raised funds investment project and the estimated use amount of the recently disclosed raised funds investment plan exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the latest raised funds investment plan, the current actual investment progress The adjusted investment plan and the reasons for the change of the investment plan.
Article 11 in case of any of the following circumstances in a project invested with raised funds, the company shall re demonstrate 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, the reasons for abnormalities and the adjusted investment plan of raised funds (if any) in the latest periodic report.
Article 12 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 be implemented only after the deliberation and approval of the board of directors of the company, the authentication report issued by the accounting firm, the express consent of the independent directors, the board of supervisors and the recommendation institution and the performance of the obligation of information disclosure.
Article 13 Where the idle raised funds of the company are temporarily used to supplement working capital, they 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 disclose, and shall meet the following conditions:
(I) it is not allowed to change the purpose of the raised funds in a disguised form or affect the normal progress of the investment plan of the raised funds; (II) the previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) no venture capital investment has been made in the past 12 months, and promised not to make venture capital investment or provide financial assistance to objects other than holding subsidiaries during the period of temporarily replenishing working capital with idle raised funds. 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 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.
If the company uses idle raised funds to supplement working capital, it shall make an announcement within two trading days after it is submitted to the board of directors for deliberation and approval.
Article 14 the company shall, according to the actual production and operation needs of the enterprise, submit it to the board of directors or the general meeting of shareholders for deliberation and approval, and use the over raised funds in a planned manner in the following order:
(I) supplement the fund gap of the project invested by the raised funds;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
Article 15 the company shall use the over raised funds for projects under construction and new projects according to the progress of projects under construction and new projects; If a project is implemented through a subsidiary, a special account for the raised funds shall be established in the subsidiary.
When the company uses the over raised funds for projects under construction and new projects, the sponsors and independent directors shall issue special opinions.
If the project involves related party transactions, purchase of assets, foreign investment, etc., it shall also perform the review procedures and information disclosure obligations in accordance with Chapter VI of the stock listing rules of Shenzhen Stock Exchange.
Article 16 Where a company uses over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the general meeting of shareholders, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent and disclosure, and shall meet the following requirements:
(I) the company shall promise not to make high-risk investments such as securities investment and derivatives trading within 12 months after replenishing working capital, and provide financial assistance to objects other than holding subsidiaries and disclose to the public;
(II) the company shall repay the bank loan or supplement the working capital according to the actual demand, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds.
Article 17 Where the company uses the temporarily idle raised funds for cash management, the term of investment products shall not exceed 12 months, and the following conditions must be met:
(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 make a timely announcement.
If the company uses idle raised funds for cash management, it shall make an announcement within two trading days after it is submitted to the board of directors for deliberation and approval.
Chapter IV change of purpose of raised funds
Article 18 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(I) cancel or terminate the original fund-raising projects and implement new projects;
(II) change the implementation subject of the project invested by raised funds (except that the implementation subject changes from the company to a wholly-owned subsidiary or from a wholly-owned subsidiary to a company);
(III) change the implementation method of the project invested by the raised funds;
(IV) other circumstances identified by Shenzhen Stock Exchange as changes in the purpose of the raised funds.
The company can change the purpose of the raised funds only after the proposal on changing the purpose of the raised funds is deliberated and approved by the board of directors and the general meeting of shareholders.
Article 19 If the company intends to change the purpose of the raised funds, it shall make an announcement within two trading days after it is submitted to the board of directors for deliberation and approval. If the new project involves related party transactions, asset purchase and foreign investment, it shall also be disclosed in accordance with the provisions of relevant rules.
Article 20 if the company changes the purpose of the raised funds for the acquisition of the assets (including rights and 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 21 Where the company changes the implementation location of the investment project with raised funds, it shall be deliberated and approved by the board of directors, and make an announcement within two trading days, stating the change, the reasons, the impact on the implementation of the investment project with raised funds, and the opinions issued by the sponsor.
Article 22 after the completion of a single raised capital investment project, if the company uses the surplus raised capital (including interest income) of the project for other raised capital investment projects, it can only be used after the deliberation and approval of the board of directors and the explicit consent of the sponsor.
If the surplus raised funds (including interest income) are less than one million yuan or less than 1% of the committed investment of the raised funds of the project, the procedures in the preceding paragraph may be exempted, and their use shall be disclosed in the annual report.
Article 23 after the completion of all investment projects with raised funds, if the surplus raised funds (including interest income) account for more than 10% of the net raised funds, the company shall meet the following conditions for using the surplus funds:
(I) the independent directors and the board of supervisors express their opinions;
(II) the recommendation institution gives explicit consent;
(III) reviewed and approved by the board of directors and the general meeting of shareholders. If the surplus raised capital (including interest income) is less than 10% of the net raised capital, it shall be used only after the deliberation and approval of the board of directors and the explicit consent of the recommendation institution.
If the surplus raised funds (including interest income) are less than 5 million yuan or less than 1% of the net raised funds, the procedures in the preceding paragraph may be exempted, and their use shall be disclosed in the annual report.
Article 24 before the completion of all the fund-raising projects of the company, due to the termination of some fund-raising projects or the surplus funds after the completion of some fund-raising projects, if the company plans to change part of the raised funds into permanent supplementary working capital, it shall meet the following requirements:
(I) the funds raised have been received for more than one year;
(II) it will not affect the implementation of other fund-raising projects;
(III) perform the examination and approval procedures and information disclosure obligations in accordance with the requirements of the change of the purpose of the raised funds;
(IV) the company has not made venture capital investment or provided financial assistance to objects other than holding subsidiaries in the last 12 months;
(V) the company shall promise not to make venture capital investment or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital, and disclose it to the public.
Chapter V Management and supervision of raised funds
Article 25 the accounting department of the company shall set up an account for the use of the raised funds and record in detail the expenditure of the raised funds and the investment of the raised funds.
The internal audit department of the company shall inspect the deposit and use of the raised funds at least once a quarter and report the inspection results to the audit committee of the board of directors in time.
If the audit committee of the company considers that there are violations or major risks in the management of the raised funds of the company, or the internal audit department fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time. The board of directors shall report to the Shenzhen Stock Exchange and make an announcement within two trading days after receiving the report.
Article 26 Where the company uses the raised funds in the current year, the board of directors shall issue a special report on the deposit and use of the raised funds in the half year and the year, and employ an accounting firm to issue an assurance report on the deposit and use of the raised funds in the year.
If there is any difference between the actual investment progress of the project invested with raised funds and the investment plan, the company shall explain the specific reasons.
Where idle raised funds are used for cash management in the current period, the company shall disclose the income in the reporting period and the investment share, contracting party, product name, term, etc. at the end of the reporting period.
Article 27 independent directors shall pay attention to whether there are significant differences between the actual use of raised funds and the company’s information disclosure.
With the consent of more than half of the independent directors, the independent directors may hire an accounting firm to issue an assurance report on the deposit and use of the raised funds.
Chapter VI supplementary provisions
Article 28 the terms “above”, “within” and “before” in these measures include this number, and the terms “above” and “below” do not include this number.
Article 29 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of association. The provisions of these measures are similar to the laws, regulations, departmental rules and normative documents issued or revised by the state in the future
