Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the storage, use and management of the raised funds of Apt Medical Inc(688617) (hereinafter referred to as “the company”), improve the use efficiency and efficiency of the raised funds, ensure the safety of the raised funds and safeguard the legitimate rights and interests of investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the provisions on the report on the use of previously raised funds, and the Listing Rules of Shanghai Stock Exchange on the science and innovation board This system is formulated in combination with the actual situation of the company in accordance with the provisions of relevant laws, regulations, rules and normative documents such as the guidelines for self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, as well as the Apt Medical Inc(688617) articles of Association (hereinafter referred to as the “articles of association”).
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, issuance of convertible corporate bonds with separate transactions, etc.) and non-public issuance of securities within the territory of China, However, it does not include the funds raised by the company through the implementation of the equity incentive plan.
Article 3 after the raised funds are in place, the company shall go through the capital verification procedures in time, and the capital verification report shall be issued by an accounting firm with securities practice qualification. The company shall organize the use of the raised funds in accordance with the fund use plan promised in the prospectus, prospectus and other information disclosure documents.
Article 4 the funds raised by the company shall be stored, used and managed in accordance with the provisions of this system, and the use of funds shall be standardized, open and transparent.
Chapter II storage of raised funds
Article 5 in order to facilitate the use of raised funds and supervise the use, the company implements the storage management of the special account for raised funds (hereinafter referred to as the “special account for raised funds”). The establishment of a special account for raising funds shall be approved by the board of directors of the company, and when the company applies for raising funds, the establishment and materials of the account shall be reported to the relevant securities regulatory authorities for the record. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 6 if the company believes that the amount of raised funds is large and it is necessary to open a special account for raised funds in more than one bank in combination with the credit arrangement of the investment project, it may open a special account for raised funds in more than one bank with the approval of the board of directors under the principle of centralized deposit and easy supervision.
Article 7 the company shall, within one month after the receipt of the raised funds, sign a three-party supervision agreement (hereinafter referred to as the “supervision agreement”) with the recommendation institution or independent financial adviser and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”). The regulatory agreement shall at least include the following contents:
(I) the raised funds shall be deposited in the special account of the company;
(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) if the company withdraws more than 50 million yuan from the special account for raised funds in one time or within 12 months and reaches 20% of the net amount of the total amount of raised funds after deducting the issuance expenses (hereinafter referred to as the “net amount of raised funds”), the company shall timely notify the recommendation institution or independent financial adviser;
(IV) the recommendation institution or the independent financial consultant may inquire the information of the special account for raised funds at the commercial bank at any time; Liability for breach of contract of the company, commercial bank, recommendation institution 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 supervision agreement is terminated in advance due to the change of sponsor or commercial bank before the expiration of the validity period, 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 8 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. Where the investment project with raised funds is implemented through a subsidiary of the company or other enterprises controlled by the company,
The company shall ensure that the subsidiary or other controlled enterprises comply with the provisions of this section. The company shall comply with the following requirements when using the raised funds:
(I) the application, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of the company’s raised funds shall strictly comply with the articles of association, information disclosure management system, various rules of procedure, this system and other relevant provisions of the company’s system.
(II) the company shall arrange the use of the raised funds in accordance with the use plan of the raised funds promised in the prospectus or other brochures prepared for the raised funds, and use the raised funds for special purposes. In principle, it shall not be changed or misappropriated for other purposes.
(III) in case of any situation that seriously affects the normal use of the raised funds, the company shall timely report to the Shanghai Stock Exchange and make an announcement.
Article 9 in principle, the funds raised by the company shall be used for the main business and invested in the field of scientific and technological innovation. The use of raised funds shall not have the following acts:
(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) directly or indirectly provide the raised funds to the controlling shareholders, actual controllers 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 10 in case of any of the following circumstances in a raised capital investment project (hereinafter referred to as “raised capital investment project”), the company shall re demonstrate the feasibility and expected income of the raised capital investment project, decide whether to continue to implement the project, and disclose the progress of the project in the latest periodic report Causes of abnormalities and adjusted raised investment projects (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 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 raised investment project.
Article 11 if the company invests the raised investment project with the self 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 and the recommendation institution shall express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 12 the temporarily idle raised funds can be managed in cash, and the investment products must meet the conditions of high safety and good liquidity, and 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 13 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 and the recommendation institution shall express their 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 and recommendation institutions.
Article 14 the company shall meet the following requirements when using idle raised funds to supplement working capital temporarily:
(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). If the company uses the idle raised funds to supplement the working capital temporarily, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the recommendation institution and the board of supervisors shall express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
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 15 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 “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 amount of over raised funds, And shall promise not to make high-risk investment or provide financial assistance to objects other than holding subsidiaries 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.
If the over raised funds are used for permanent replenishment of working capital and repayment of bank loans, they shall be reviewed and approved by the board of directors and the general meeting of shareholders of the company, and the online voting method shall be provided. The independent directors and the recommendation institution shall express their explicit consent. The company shall report to the Shanghai Stock Exchange within 2 trading days after the meeting of the board of directors and announce the following contents:
(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, recommendation institutions or independent financial advisers. Article 16 Where 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, conduct a scientific and prudent feasibility analysis of the investment projects, submit them to the board of directors for deliberation and approval, and the independent directors and the board of supervisors
