Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Management system of raised funds
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to standardize the management of the company’s raised funds and improve the use efficiency of the raised funds, This system is formulated 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies.
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, separately traded convertible corporate bonds, warrants, etc.) and non-public issuance of securities.
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 3 this system is applicable to projects invested with raised funds implemented through subsidiaries of the company or other enterprises controlled by the company.
Article 4 the recommendation institution shall be responsible for the management of the raised funds of the company during the period of continuous supervision. The recommendation institution and the recommendation representative shall perform the continuous supervision of the management of the raised funds of the company in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant provisions of this system.
Chapter II deposit of raised funds in special account
Article 5 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. The funds required for the same investment project shall be stored in the same special account, and the number of special accounts for raised funds shall not exceed the number of investment projects 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 part of the net amount of the actual raised funds exceeding the amount of the planned raised funds (hereinafter referred to as “over raised funds”) is also deposited in the special account for the management of the raised funds.
Article 6 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, including the account number of the special account for raised funds, the items of raised funds involved in the special account and the deposit amount;
(II) 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;
(III) 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;
(IV) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(V) if the commercial bank fails to issue the bank statement to the recommendation institution or notify the special account of large amount withdrawal for three times, and fails to cooperate with the recommendation institution or independent financial consultant to inquire and investigate the information of the special account, the company may terminate the agreement and cancel the special account for raised funds;
(VI) the supervision responsibilities of the recommendation institution or independent financial consultant, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial consultant and commercial bank on the use of the raised funds of the company;
(VII) rights and obligations of companies, commercial banks, recommendation institutions or independent financial advisers;
(VIII) liability for breach of contract of the company, commercial bank, recommendation institution or independent financial consultant.
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 signed jointly by the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers. The company and its holding subsidiary shall be regarded as a common party.
If the above-mentioned agreement is terminated in advance, 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 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 in principle, the raised funds shall be used for the main business of listed companies. Except for financial enterprises, the raised funds shall not be used for financial investments such as entrusted financial management (except cash management), entrusted loans, high-risk investments such as securities investment and derivatives trading, 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 9 when using the raised funds, the company shall strictly perform the application and approval procedures for the use of funds in accordance with the provisions of the financial system.
The controlling shareholders and their affiliates shall take measures to ensure the fairness and effectiveness of the funds raised or misappropriated, and prevent the actual use of the funds raised by the controlling shareholders and their affiliates from being misappropriated.
Article 10 the board of directors of the company shall comprehensively check the progress of the investment projects with raised funds every six months.
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 raised funds investment plan disclosed last time exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the annual investment plan of the raised funds last time, the current actual investment progress The adjusted investment plan is expected to be divided into annual investment plans and the reasons for the change of investment plans.
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 investment plan of raised funds in the latest periodic report:
(I) significant changes have taken place in the market environment of the projects invested 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 previously 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 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 consultant 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 funds to reach or exceed 10% of the net raised funds of the project and more than 10 million yuan, it shall also be deliberated and approved by the general meeting of shareholders.
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, the above procedures need not be performed. If related matters involve related party transactions, asset purchases, foreign investment, etc., the deliberation procedures and information disclosure obligations shall also be performed in accordance with Chapter VII of the Shenzhen Stock Exchange GEM Listing Rules.
Article 13 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 14 Where the company replaces the self raised funds that have been invested in the investment projects of the raised funds in advance with the raised funds, it can only be implemented after the deliberation and approval of the board of directors of the company, the certification report issued by the certified public accountant, the express consent of the independent directors, the board of supervisors and the recommendation institution, and the obligation of information disclosure. The replacement time shall not exceed 6 months from the arrival time of the raised funds.
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 15 the company may use idle raised funds to supplement working capital, but the following conditions shall be met: (I) the purpose of 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 used for temporary replenishment of working capital have been returned;
(V) the recommendation institution, independent directors and the board of supervisors shall issue explicit consent opinions and disclose them.
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 directly or indirectly make high-risk investments such as securities investment and derivatives trading.
Article 16 the company’s use of idle raised funds to supplement working capital shall be deliberated and approved by the company’s board of directors, and the following contents shall be announced within two trading days:
(I) the amount and time of the capital raised, including the basic amount of the capital raised;
(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, 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.
Article 17 If the company’s over raised funds reach or exceed the planned amount of raised funds, the company shall properly arrange the use plan of the over raised funds according to the company’s development plan and actual production and operation needs, and timely disclose it 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 at the same time with the relevant announcements of the company. 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.
The over raised funds shall be used for the company’s main business. The over raised funds 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 permanently supplement working capital, in addition to meeting the provisions of Article 17 of the system, it shall also meet the following requirements and disclose the following contents in the announcement:
(I) the amount of over raised funds used for permanent replenishment of working capital and repayment of bank loans shall not exceed 30% of the total amount of over raised funds every 12 months;
(II) the company promises not to make high-risk investments such as securities investment and derivatives trading within 12 months after repaying bank loans or replenishing working capital, and provide financial assistance to objects other than holding subsidiaries and disclose to the public; (III) approved by more than two-thirds of all directors of the board of directors and all independent directors, and approved by the general meeting of shareholders of the company;
(IV) the recommendation institution shall check whether the use plan of the over raised funds meets the above conditions, clearly agree and disclose it.
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 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 good liquidity, which 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 make a timely announcement.
Article 21 Where a company uses idle raised funds to invest in products, it 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 two 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) the use and idleness of the raised funds, whether there is any behavior of changing the purpose of the raised funds in a disguised form and the measures to ensure that the normal progress of the raised funds project will not be affected;
(III) name, issuer, type, quota, term, income distribution method, investment scope, estimated annualized rate of return (if any), specific analysis and description of the safety and liquidity of the investment products by the board of directors, and the quota and term of the investment products of idle raised funds;
(IV) 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 22 Where a company purchases assets from a specific object by issuing securities as payment, it shall ensure that the new shares are
