Management system for the use of raised funds
Chapter I General Provisions
Article 1 in order to regulate the management and use of the raised funds of Kbc Corporation Ltd(688598) (hereinafter referred to as “the company”) and protect the rights and interests of investors, 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”) The provisions on the report on the use of the funds raised in the previous time, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the funds raised by listed companies (revised in 2022) issued by the China Securities Regulatory Commission The Listing Rules of Shanghai Stock Exchange’s Kechuang board (hereinafter referred to as the “Listing Rules”) and the self regulatory guidelines for listed companies on Shanghai Stock Exchange’s Kechuang board No. 1 – standardized operation (hereinafter referred to as the “standardized operation guidelines”) and other laws, regulations and normative documents, as well as the provisions of the Kbc Corporation Ltd(688598) articles of association, in combination with the actual situation of the company, This system is hereby formulated.
Article 2 the funds raised in this system refer to the funds raised through the company’s 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 funds raised from the issuance of securities to specific objects, but do not include the funds raised by the company’s implementation of the equity incentive plan.
Article 3 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 company to change the purpose of the raised funds without authorization or in a disguised form.
Article 4 if the investment project with raised funds (hereinafter referred to as “raised investment project”) is implemented through the company’s subsidiaries or other enterprises controlled by the company, the company shall take appropriate measures to ensure that the subsidiaries or other enterprises controlled comply with the provisions of this system.
Article 5 the controlling shareholders and actual controllers of the company shall not directly or indirectly occupy or misappropriate the funds raised by the listed company, and shall not use the funds raised and projects invested by the listed company to obtain illegitimate interests.
Chapter II storage of raised funds
Article 6 the deposit of the company’s raised funds shall adhere to the principles of safety, special account storage and easy supervision and management.
Article 7 the raised funds of the company shall be deposited in the special account established by the board of directors (hereinafter referred to as the “special account for raised funds”) for centralized management. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 8 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the recommendation institution and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”), which shall at least include the following contents:
(I) the company shall centrally deposit the raised funds in the special account for raised funds;
(II) the commercial bank shall provide the listed company with the bank statement of the special account for raising funds every month and send a copy to the recommendation institution;
(III) the recommendation institution or independent financial consultant can 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, sponsor or independent financial consultant.
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 agreement is terminated in advance due to the change of commercial banks, recommendation institutions or independent financial advisers 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.
Chapter III use of raised funds
Article 9 the company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents. In case of any situation that seriously affects the normal progress of the use plan of the raised funds, the company shall make a timely announcement.
Article 10 in principle, the funds raised by the company shall be used for the main business, shall comply with the national industrial policies and relevant laws and regulations, and shall be invested in the field of scientific and technological innovation. A listed company shall not commit any of the following acts when using the raised funds:
(I) except for financial enterprises, the raised funds are used to carry out entrusted financial management (except cash management), entrusted loans and other financial investments, securities investment, derivatives investment and other high-risk investments, as well as direct or indirect investment 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, and prohibit the use of the raised funds directly or indirectly to the controlling shareholders, actual controllers and other related parties, so as to obtain illegitimate benefits for the related parties by using the raised investment projects.
Article 12 the company shall formulate a detailed plan for the use of the raised funds, organize the specific implementation of the investment projects of the raised funds, and make the use of the raised funds open, transparent and standardized.
Article 13 when the company invests in the project with raised funds, the capital expenditure must strictly abide by the provisions of the company’s fund management system and this system, and perform the examination and approval procedures.
For the expenditure of all raised funds, the fund use department shall first put forward the fund use plan, submit it to the chief financial officer and the Secretary of the board of directors for review, and make payment after being signed by the chairman of the board; If it exceeds the scope authorized by the chairman, it shall be reported to the board of directors for approval.
Article 14 the company shall take measures to ensure the authenticity and fairness of the use of the raised funds. When paying for the investment projects of the raised funds, the company shall ensure that the payment amount, payment time, payment method and payment object are reasonable and legal, and provide corresponding supporting materials for filing and inquiry.
Article 15 the investment projects with raised funds shall be organized and implemented according to the plan schedule promised by the board of directors of the company. The fund using department shall prepare a specific work schedule to ensure that all work can be completed according to the plan schedule, and regularly submit the specific work schedule and actual completion schedule to the securities, investment and finance departments of the company.
Article 16 if the investment project cannot be completed according to the promised expected schedule due to unforeseen objective factors, the actual situation must be disclosed publicly and the reasons must be explained in detail.
Article 17 in case of any of the following circumstances in a raised investment project, the company shall check and 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 causes of abnormalities and the adjusted raised capital investment plan in the latest periodic report. If any:
(I) significant changes have taken place in the market environment involved in the raised investment project;
(II) the raised investment project has been put on hold for more than one year;
(III) the completion period of the investment plan of the raised funds is exceeded and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances of the raised investment project.
Article 18 If the company invests self raised funds into projects invested with raised funds in advance, it can replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds. The replacement matters shall be deliberated and approved by the board of directors of the company, 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. The company shall make an announcement within 2 trading days after the meeting of the board of directors.
Article 19 the temporarily idle raised funds can be subject to cash management, and their investment products must meet the following conditions: (I) principal guaranteed products with high security, such as structured deposits and large 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 Shanghai stock exchange for filing and announcement within 2 trading days.
Article 20 the use of idle raised funds to invest in products 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 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.
Article 21 the company may temporarily use idle raised funds to supplement working capital, but the following conditions shall be met:
(I) the purpose of the raised funds shall not be changed in a disguised form, and the normal progress of the investment plan of the raised funds shall not be affected;
(II) it is 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;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) the funds previously raised for temporary replenishment of working capital that have been returned and have expired (if applicable).
The company’s temporary use of idle raised funds to supplement working capital shall be reviewed and approved by the company’s board of directors, and shall be clearly agreed and disclosed by independent directors, recommendation institutions and the board of supervisors, and shall be reported to Shanghai Stock Exchange and announced 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 report to Shanghai Stock Exchange and make an announcement within 2 trading days after the return of all funds.
Article 22 after the approval of the board of directors and the board of supervisors, the raised funds can be used for all purposes, including the interest of a single project, and can only be used after the approval of the board of directors and the board of supervisors. The company shall make an announcement within 2 trading days after the meeting of the board of directors. If the surplus raised funds (including interest income) are less than 10 million yuan, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the annual report.
Article 23 the part of the net amount of funds actually raised by the company exceeding the amount of funds planned to be raised (hereinafter referred to as “over raised funds”) can be used for permanent replenishment of working capital or repayment of bank loans, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, And shall promise not to make high-risk investment or provide financial assistance to others within 12 months after replenishing working capital.
The provisions of the preceding paragraph shall not apply to the joint investment of the company and professional investment institutions in investment funds related to its main business, or market-oriented investment funds such as industrial investment funds in poor areas and poverty alleviation public welfare funds.
Article 24 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 the shareholders. The independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their consent. The company shall 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 25 If the company uses the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, apply the relevant provisions in Chapter IV of this system, scientifically and prudently analyze the feasibility of investment projects, and timely fulfill the obligation of information disclosure. If the company plans to use the over raised funds for a single time to reach 50 million yuan and more than 10% of the total over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
Chapter IV change of investment direction of raised funds
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 raised investment 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 mode of raised investment projects;
(IV) other circumstances recognized by Shanghai Stock Exchange.
Article 27 the funds raised by the company shall be used for the purposes listed in the prospectus or the prospectus. In case of any change in the raised investment project of the science and innovation company, 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 the independent director, the recommendation institution or the independent financial adviser and the board of supervisors.
If the company only changes the implementation location of the investment project with raised funds, 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, and the reasons for the change and the opinions of the sponsor or independent financial adviser shall be announced within 2 trading days.
Article 28 the changed raised investment project shall be invested in the main business.
The company shall scientifically and prudently carry out the feasibility analysis of new raised investment projects, make sure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 29 If the company intends to change the project of raising funds, it shall announce the following contents within 2 trading days after submitting it to the board of directors for deliberation:
(I) basic information of the original raised investment project and specific reasons for the change;
(II) basic information and risk tips of new raised investment projects;
(III) the investment plan of the newly raised investment project;
(IV) description that the new raised investment project has been obtained or has yet to be approved by relevant departments (if applicable);
(V) opinions of independent directors, board of supervisors, sponsors or independent financial advisers on the change of raised investment projects;
(VI) explanation that the change of raised investment project needs to be submitted to the general meeting of shareholders for deliberation;
(VII) other contents required by Shanghai Stock Exchange.
Where a new raised investment project involves related party transactions, purchase of assets and foreign investment, it shall also be disclosed with reference to the provisions of relevant rules.
Article 30 the company changes the raised investment project for acquisition and control
