Henan Qingshuiyuan Technology Co.Ltd(300437)
Management system of raised funds
March, 2002
Henan Qingshuiyuan Technology Co.Ltd(300437)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the company’s raised funds and improve the efficiency of the use of the raised funds, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “GEM Listing Rules”) The provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the provisions of Henan Qingshuiyuan Technology Co.Ltd(300437) articles of Association (hereinafter referred to as the “articles of association”), Formulate this system.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised from investors and used for specific purposes by the company 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.
Article 3 the board of directors of the company is responsible for establishing and improving the management system of the company’s raised funds and ensuring the effective implementation of the system. Article 4 the recommendation institution shall continuously supervise the management of the company’s raised funds during the period of continuous supervision.
Chapter II deposit of raised funds in special account
Article 5 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, and the special account 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 actual raised funds exceeding the planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for raised funds for management.
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 arrival of the raised funds. 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 and the deposit amount;
(III) if the company withdraws more than 50 million yuan or 20% of the total raised funds from the special account at one time or within 12 months, the company and commercial banks shall notify the recommendation institution in time;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution;
(V) the recommendation institution can inquire the information of the special account at the commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution 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 and recommendation institutions;
(VIII) if a commercial bank fails to issue a statement of account to the recommendation institution in time or notify the special account of large withdrawals for three times, or fails to cooperate with the recommendation institution in querying and investigating 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 all the agreements are signed.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, the commercial bank and the recommendation institution shall jointly sign a tripartite supervision agreement, and 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 report to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for filing and then make an announcement.
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 except for financial enterprises, the raised funds shall not be used to carry out entrusted financial management companies. The raised funds 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. They shall not be directly or indirectly invested in companies whose main business is the purchase and sale of securities.
The company shall not change the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means.
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 improper interests.
The investment projects with raised funds shall be implemented in strict accordance with the planned progress of the board of directors. The executive department shall refine the specific work progress to ensure that all work can be completed according to the planned progress, and provide the work plan and actual progress to the finance department and Securities Affairs Department of the company at the end of each quarter.
Article 10 the company’s application, approval, execution authority and procedures for the use of raised funds are as follows:
(I) the use of raised funds is based on the use plan of raised funds;
(II) the plan for the use of raised funds shall be prepared and approved in accordance with the following procedures:
1. The Department in charge of the company’s investment projects with raised funds shall prepare the use plan of raised funds according to the feasibility study report of the investment projects with raised funds;
2. The use plan of raised funds shall be reviewed by the president’s office meeting;
3. The plan for the use of raised funds shall be examined and approved by the board of directors.
(III) the president of the company is responsible for organizing the implementation in accordance with the plan for the use of raised funds reviewed and approved by the board of directors. When using the raised funds, the specific user department (unit) shall fill in the application form, which shall be countersigned by the president and the person in charge of finance, and then implemented by the Finance Department of the company.
Article 11 the board of directors of the company shall comprehensively check the progress of the investment projects of the raised funds every six months, issue a special report on the storage and use of the raised funds semi annually and annually, and disclose it at the same time with the regular report until the raised funds are used up and there is no use of the raised funds during the reporting period.
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. The actual use of the raised funds in the investment project of the raised funds in the year is the same as that disclosed in the latest disclosure. If the 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 last disclosed raised funds investment plan in the current year exceeds 30%, the company shall adjust the investment plan of the raised funds investment project, and disclose the latest annual investment plan of the raised funds in the special report and regular report on the annual storage and use of the raised funds The current actual investment progress, the adjusted annual investment plan and the reasons for the change of the investment plan.
Article 12 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 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 13 if the company decides to terminate the original investment project with raised funds, it shall select a new investment project in a timely and scientific manner. Article 14 when the company uses the raised funds for the following matters, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent
(I) replace the self raised funds that have been invested in the investment projects with the raised funds in advance;
(II) use the temporarily idle raised funds for cash management;
(III) temporarily replenish working capital with temporarily idle raised funds;
(IV) change the purpose of the raised funds;
(V) change the implementation location of the project invested by the raised funds;
(VI) adjust the planned progress of the project with raised funds;
(VII) use the surplus raised funds.
If the company changes the purpose of the raised funds and uses the surplus raised funds to meet the deliberation standards of the general meeting of shareholders, it shall also be deliberated and approved by the general meeting of shareholders.
Article 15 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 disclosure, 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) the idle raised funds shall not be directly or indirectly used for 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 arranged for the placement and purchase of new shares, or for the trading of stocks, their derivatives, convertible bonds, etc.
Article 16 Where the company uses idle raised funds to supplement working capital, it shall timely announce the following contents after being deliberated and approved by the board of directors:
（1） The 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;
（2） Use of raised funds, idle conditions and reasons;
（3） The reasons for the shortage of working capital, the amount and period of idle raised funds to supplement working capital;
（4） 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 raised funds projects will not be affected;
（5） Opinions issued by independent directors, board of supervisors and recommendation institutions;
（6） 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 17 If the company’s over raised funds reach or exceed the planned amount of raised funds, the use plan of the over raised funds shall be properly arranged according to the company’s development plan and actual production and operation needs, and shall be disclosed in time after being submitted to the board of directors for deliberation and approval. The independent directors and the recommendation institution shall express independent opinions on the rationality and necessity of the use plan of the over raised funds, and disclose them together with the relevant announcements of the company. If they comply with the Listing Rules of Shenzhen Stock Exchange and should be submitted to the general meeting of shareholders for deliberation, they shall also be submitted to the general meeting of shareholders for deliberation. 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 18 where the company plans to use the over raised funds to repay bank loans or supplement working capital, it shall be deliberated and approved by the board of directors and the general meeting of shareholders. The independent directors and the recommendation institution shall express their explicit consent and disclose, and shall meet the following requirements:
(I) the accumulated amount of the raised funds and the supplementary funds of the bank shall not exceed 30% within 12 months;
(II) the company shall not make securities investment, derivatives trading and other high-risk investments or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital. The company shall make a clear commitment in the announcement.
Article 19 Where the over raised funds are used to supplement the working capital temporarily, it shall be regarded as using the idle raised funds to supplement the working capital temporarily. Article 20 the company shall, in accordance with the company’s development plan and actual production and operation needs, properly arrange the use plan of the part of the net amount of funds actually raised exceeding the amount of funds planned to be raised (hereinafter referred to as over raised funds), scientifically and prudently analyze the feasibility of the project, and timely disclose it after submitting it to the board of directors for deliberation and approval. The use plan announcement shall include the following contents:
(I) basic information of the raised funds, including the arrival time of the raised funds, the amount of the raised funds, the amount of the actual net raised funds exceeding the planned raised funds, the name and amount of the invested projects, the cumulative planned amount and the actual amount used; (II) introduction to the projects planned to be invested, including the basic information of each project, whether related party transactions are involved, feasibility analysis, economic benefit analysis, investment schedule, description that the project has been obtained or has yet to be approved by relevant departments and risk tips (if applicable);
(III) independent opinions of independent directors and sponsors on the rationality, compliance and necessity of the use plan of over raised funds. If the amount of over raised funds planned to be used for a single time reaches 50 million yuan and more than 10% of the total amount of over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
Article 21 in case of any change between the projects to be actually invested by the over raised funds and the projects listed in the use plan of the over raised funds, or the difference between the actual investment amount of a single project and the planned amount exceeds 50%, the relevant review procedures and information disclosure obligations shall be performed according to the change of the investment direction of the raised funds.
Article 22 a listed company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, and meet the requirements of high safety and liquidity
