Hvsen Biotechnology Co.Ltd(300871)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as “the company”), improve the use efficiency of the raised funds and effectively protect the legitimate rights and interests of shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of initial public offering and listing on the gem, and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “GEM Listing Rules”) In combination with the actual situation of the company, laws, regulations, rules and normative documents such as Shenzhen Stock Exchange’s self regulatory guidelines for GEM listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation of GEM listed companies”) and relevant provisions of Hvsen Biotechnology Co.Ltd(300871) articles of Association (hereinafter referred to as “articles of association”), This system is hereby formulated.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised by the company for specific purposes by issuing securities to unspecified objects or to specific objects (including stocks, convertible corporate bonds, etc.), but does not include the funds raised by the company through the implementation of the equity incentive plan.
Article 3 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the prospectus or prospectus, and shall not change the investment direction of the raised funds at will.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds, and employ an accounting firm to verify the storage and use of the raised funds at the same time of the annual audit.
Article 4 the company’s management of the raised funds shall follow the principles of special account storage, standardized use, truthful disclosure and strict management.
The company shall handle the relationship between investment amount, input-output and investment benefit and control investment risk in the use of raised funds based on the principles of standardization, transparency and efficiency.
Article 5 the board of directors of the company is responsible for establishing and improving the management system of raised funds, ensuring the effective implementation of this system, and shall disclose the investment direction, use and use effect of raised funds in accordance with the regulations, so as to fully protect the right to know of investors.
Article 6 the board of directors of the company is responsible for formulating the annual use plan of the raised funds. 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 provisions of this system.
The directors, supervisors and senior managers of the company shall be diligent and responsible, supervise and urge the company to standardize the use of the raised funds, consciously maintain the safety of the raised funds of the company, 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.
Chapter II special storage of raised funds
Article 7 in order to facilitate the management, use and supervision of the use of the raised funds, the company implements a special storage system for the raised funds.
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 determined by the board of directors for centralized management, and the special accounts shall not be used for non raised funds or other purposes.
Article 8 where the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
The net amount of the total amount of funds actually raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”) exceeding the planned amount of funds raised (hereinafter referred to as the “over raised funds”) shall also be deposited in the special account for the management of funds raised. Article 9 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 at least include the following contents:
(I) the company shall centrally 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 commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution or independent financial adviser;
(V) the recommendation institution or the independent financial consultant may 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 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 consultant in time for three times, and fails to cooperate with the recommendation institution or independent financial consultant 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 the signing of the above agreement.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers shall jointly sign a tripartite supervision agreement, and the company and its holding subsidiary shall be regarded as one of the common parties.
If the above agreement is terminated in advance 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 and make a timely announcement.
Article 10 the company shall actively urge commercial banks to perform the agreement.
Chapter III use of raised funds
Article 11 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the prospectus or the commitments in the prospectus, and shall not change the investment direction of the raised funds at will or change the purpose of the raised funds in a disguised form.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds. 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 12 when the company invests in projects with raised funds within the scope of the use plan of raised funds, the capital expenditure must strictly comply with the provisions of the company’s fund management system and this system, and perform the application and approval procedures. For the expenditure of all raised funds, the fund use department shall first put forward the fund use application, which shall be signed by the competent leader of the Department, submitted to the chief financial officer for review, and approved by the general manager or chairman of the board of directors before being implemented by the financial department.
The department using the raised funds shall prepare a specific work progress plan to ensure that all work can be completed according to the planned progress, and regularly submit the specific work progress plan and the actual completion progress to the finance department.
Article 13 Unless otherwise provided by national laws, regulations and normative documents, the investment projects of the company’s raised funds shall not be used for financial investments such as entrusted wealth management (except cash management), entrusted loans, 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 14 the company shall not change the purpose of the raised funds through pledge or other disguised forms. Article 15 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 their affiliates, and take effective measures to prevent the affiliates from using the raised funds to invest in projects to obtain improper interests.
Article 16 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 17 when the company uses the raised funds for the following matters, it 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 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 schedule of the project invested by the 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 18 If the company uses the surplus raised funds (including interest income) for other purposes after the completion of a single or all raised funds investment project, and the amount is less than 5 million yuan and less than 5% of the net raised funds of the project, it may be exempted from the procedures specified in Article 15, and its use shall be disclosed in the annual report. If the surplus raised capital (including interest income) reaches or exceeds 10% of the net raised capital of the project and is higher than 10 million yuan, it shall also be deliberated and approved by the general meeting of shareholders.
Article 19 Where the company replaces the self raised funds that have been invested in the investment projects with the raised funds in advance, the accounting firm shall issue an authentication report.
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 20 the company may conduct cash management on the temporarily idle raised funds, and its investment products 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 the stock exchange for filing and announcement.
Article 21 Where the company uses idle raised funds for cash management, it shall announce the following contents after the meeting of the board of directors:
(I) basic information of the funds raised this time, including the arrival time of the funds raised, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of the raised funds, idle conditions and reasons, whether there is any behavior of changing the purpose of the raised funds in a disguised form and measures to ensure that the normal progress of the raised funds project will not be affected;
(III) the name, issuer, type, quota, term, income distribution method, investment scope, estimated annualized rate of return (if any), and the specific analysis and description of the safety and liquidity of the investment products by the board of directors;
(IV) opinions issued by independent directors, the board of supervisors, recommendation institutions or independent financial advisers.
When the company finds that the financial situation of the issuer of investment products is deteriorating and the invested products are facing losses and other major risks, it shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 22 Where the idle raised funds of the company are temporarily used to supplement working capital, they shall be limited to the production and operation related to the main business, and shall meet the following conditions:
(I) it shall not change the purpose of the raised funds in a disguised form or affect the normal operation of the investment projects of the raised funds; (II) the funds raised for temporary replenishment of working capital have been returned;
(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.
Article 23 If the idle raised funds of the company are temporarily used to supplement the working capital, they shall be limited to the production and operation related to the main business, and shall meet the following conditions:
(I) it shall not change the purpose of the raised funds in a disguised form or affect the normal progress of the investment projects of the raised funds;; (II) the funds raised for temporary replenishment of working capital have been returned;
(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.
Article 24 If the company uses idle raised funds to supplement working capital, it shall timely announce the following contents after the deliberation and approval of the board of directors:
(I) basic information of the funds raised this time, including the arrival time of the funds raised, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of raised funds, idle conditions and reasons;
(III) the reasons for the shortage of working capital, the amount and period 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, 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 investment projects with raised funds will not be affected;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions 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. 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 25 the company shall properly arrange the use plan of the actual over raised funds according to the company’s development plan and actual production and operation needs, scientifically and prudently conduct the feasibility analysis of the project and submit it to the board of directors for review
