Guangxi Yuegui Guangye Holdings Co.Ltd(000833)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to regulate the management and use of the raised funds of Guangxi Yuegui Guangye Holdings Co.Ltd(000833) (hereinafter referred to as the “company”), protect the interests of investors to the greatest extent, improve the use efficiency of the raised funds and protect the legitimate rights and interests of investors, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) Securities Law of the people’s Republic of China (hereinafter referred to as the Securities Law), guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), measures for the administration of securities issuance by listed companies This system is formulated in accordance with the actual situation of the company and other laws and regulations, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation of listed companies on the main board”), Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) (hereinafter referred to as “Listing Rules”).
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised by the company from investors through public issuance of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, separately traded convertible corporate bonds, corporate bonds, warrants, etc.) and non-public issuance of Securities for specific purposes.
Article 3 the board of directors of the company shall be responsible for establishing and improving the management system of the company’s raised funds and ensuring the effective implementation of this system.
Article 4 this system is applicable to projects invested with raised funds implemented through subsidiaries of the company or other enterprises controlled by the company.
Article 5 the use of raised funds shall adhere to the principles of careful planning, standardized operation and openness and transparency.
Chapter II deposit of raised funds in special account
Article 6 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”). The raised funds shall be deposited in a 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 number of special accounts for raised funds shall not exceed the number of projects invested with raised funds.
If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively. The funds required for the same investment project shall be deposited in the same special account.
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 include at least 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 and the deposit amount;
(III) if the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, the company and commercial banks shall timely notify the recommendation institution or independent financial adviser; (IV) the company shall obtain the bank statement from the commercial bank every month and send a copy to the recommendation institution or independent financial adviser;
(V) the recommendation institution or independent financial consultant can inquire the special account information at the commercial bank at any time;
(VI) 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 the commercial bank on the use of the company’s raised funds;
(VII) rights, obligations and liabilities for breach of contract of the company, commercial banks, recommendation institutions or independent financial advisers; (VIII) if the commercial bank fails to issue a statement of account or notify the special account of large amount withdrawal to the recommendation institution or independent financial adviser in time for three times, and fails to cooperate with the recommendation institution or independent financial adviser to inquire and investigate the special account information, the company may terminate the agreement and cancel the special account for raised funds.
The company shall timely announce the main contents of the agreement after the signing of the above agreement.
Where a company implements a raised investment project through a holding subsidiary, a tripartite supervision agreement shall be jointly signed by the listed company, the holding subsidiary implementing the raised investment project, the commercial bank and the recommendation institution, and the company and its holding subsidiary shall be regarded as a common party.
If the above 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 a timely announcement.
Chapter III use of raised funds
Article 8 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 timely report to the Shenzhen Stock Exchange and make an announcement.
Article 9 in principle, the funds raised by the company shall be used for the main business of the company, and shall not be used for high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, nor shall they be directly or indirectly invested 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 10 when using the raised funds, the application and examination and approval procedures shall be strictly performed. The specific user department (unit) shall fill in the application form, which shall be signed by the general manager, reviewed by the chief financial officer and signed and approved by the chairman, and then implemented by the financial department.
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 improper interests.
Article 11 in case of any of the following circumstances, the company shall reassess or estimate 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 plan (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) it exceeds the completion period of the investment plan of the latest raised funds, and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal situations in the investment projects with raised funds.
Article 12 If the company decides to terminate the original investment project with raised funds, it shall select a new investment project scientifically and prudently as soon as possible.
Article 13 if the company replaces the self raised funds that have been invested in the investment projects with the 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 shall be implemented only after the board of directors of the company has deliberated and approved, the accounting firm has issued the assurance report, the independent directors, the board of supervisors and the recommendation institution have expressed their explicit consent and fulfilled the obligation of information disclosure.
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 14 the company may temporarily use the idle raised funds to supplement the working capital, which shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall give explicit consent and disclose, and 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);
(V) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading;
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 the trading of stocks and their derivatives, convertible corporate bonds, etc.
Article 15 the company’s use of idle raised funds to supplement working capital 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 issue opinions with explicit consent, and shall report to the Shenzhen Stock Exchange within 2 Trading days and announce the following contents:
(I) 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, sponsors 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.
Article 16 the temporarily idle raised funds can be managed in cash, and the term of the products they invest in shall not exceed 12 months, and 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 timely report to Shenzhen stock exchange for filing and announcement.
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:
Net amount and investment plan;
(II) the use of the raised funds and the reasons for the idle of the 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 and investment scope of investment products, principal guarantee commitment and safety analysis provided by the product issuer, risk control measures taken by the company to ensure capital safety, etc;
(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.
Article 17 the part of the net amount of the company’s actual raised funds exceeding the amount of the planned raised funds (hereinafter referred to as the over raised funds) can be used for permanent replenishment of working capital and repayment of bank loans, and the cumulative amount within each 12 months shall not exceed 30% of the total over raised funds.
If the over raised funds are used for permanent replenishment of working capital and repayment of bank loans, they shall be deliberated and approved by the general meeting of shareholders of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall give clear consent and disclose.
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.
If the over raised funds are used for projects under construction and new projects, they shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors, the sponsor or the independent financial adviser shall give explicit consent.
The company shall, according to the actual production and operation needs, 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;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
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 investment project with raised funds (except when the implementation subject changes from a listed company to a wholly-owned subsidiary or a wholly-owned subsidiary changes to a listed 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 investment direction of raised funds.
Article 19 the company shall not change the purpose of the raised funds until it is reviewed by the board of directors and approved by the general meeting of shareholders. In principle, the investment direction of the raised funds after the change of the company shall be invested in the main business.
Article 20 the board of directors of the company shall prudently analyze the feasibility of the newly raised capital investment project to be changed, be 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 21 if the company intends to change the investment direction of the raised funds, it shall report to Shenzhen Stock Exchange within 2 trading days after submitting it to the board of directors for deliberation and announce the following contents:
(I) basic information of the original project and specific reasons for the change;
(II) basic information, feasibility analysis, economic benefit 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, the board of supervisors and the recommendation institution on changing the investment direction of the 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 Shenzhen Stock Exchange.
Article 22 Where the company intends to change the investment project with raised funds into a joint venture, it shall carefully consider the necessity of joint venture on the basis of fully understanding the basic situation of the joint venture party, and the company shall hold shares to ensure effective control over the investment project with raised funds.
Article 23 If the company changes the investment direction 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 24 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 announced within two trading days
