Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Management system for the use of raised funds (March 2022)
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company") and improve the use efficiency of the raised funds, 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 stock listing rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws and regulations This system is formulated in accordance with the provisions and requirements of normative documents and the business rules of Shenzhen Stock Exchange and in combination with the actual situation of the company.
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. However, it does not include the funds raised by the company through the implementation of the equity incentive plan.
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 the system. The management system of raised funds shall clearly stipulate the storage, use, change and supervision of the special account of raised funds, as well as the application for the use of raised funds, hierarchical examination and approval authority, decision-making procedures, risk control measures, information disclosure procedures and accountability. The term "over raised funds" as mentioned in this system refers to the part where the net amount of funds actually raised exceeds the amount of funds planned to be raised.
Article 4 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 this system.
Chapter II deposit of raised funds in special account
Article 5 the company shall not open a special account for the raised funds (hereinafter referred to as "special account") and deposit the raised funds in a bank for other purposes, which shall not be used for prudent management.
If the company has raised funds for more than two times, it shall set up a special account for raised funds independently. The over raised funds shall also be 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 "three-party agreement") with the sponsor 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 tripartite 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 net raised funds from the special account in one time or within 12 months, the company and the commercial bank shall timely notify the sponsor or independent financial adviser;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the sponsor or independent financial adviser;
(V) the sponsor or independent financial consultant can inquire about the special account information at the commercial bank at any time;
(VI) the supervision responsibilities of the sponsor or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the sponsor 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, sponsors or independent financial advisers; (VIII) if a commercial bank fails to issue a bank statement or notify the sponsor or independent financial adviser of the large amount withdrawal of the special account in time for three times, and fails to cooperate with the sponsor or independent financial adviser to inquire and investigate the information of the special account, the company may terminate the tripartite agreement and cancel the special account for raised funds.
The company shall timely announce the main contents of the tripartite agreement after the signing of the above tripartite agreement.
Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite agreement shall be signed by the company, the holding subsidiary implementing the investment project with raised funds, a commercial bank, a sponsor or an independent financial consultant, and the company and its holding subsidiary shall be regarded as a common party.
If the above three-party agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new three-party agreement with relevant parties within one month from the date of termination of the three-party agreement and make a timely announcement.
Chapter III use of raised funds
Article 7 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the issuance application documents, 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. In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, it shall be announced in time.
Article 8 the directors, supervisors and senior managers of the company shall be diligent and responsible, urge the company to standardize the use of the raised funds, consciously maintain the safety of the raised funds, 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.
Article 9 in principle, the funds raised by the company shall be used for its main business. The raised funds 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 trading 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 for the company's use of the raised funds, the project implementation department that specifically uses the raised funds shall fill in the project fund application form, and the payment shall be made after being approved by the leader in charge of business and the person in charge of finance of the company.
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 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 annual actual use of the raised funds and the estimated use amount of the latest disclosed raised funds investment plan exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the latest annual investment plan of the raised funds, 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 12 in case of any of the following circumstances in the 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 situations of the investment project.
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 raised capital investment plan, it shall also disclose the adjusted raised capital investment plan (if any).
Article 13 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 sponsor 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) use the surplus raised funds;
(VII) over raised funds are used for projects under construction and new projects.
The change of the purpose of the raised funds of the company shall also be examined and approved by the general meeting of shareholders.
Where relevant matters involve related party transactions, asset purchases, foreign investment, etc., the review procedures and information disclosure obligations shall also be performed in accordance with relevant provisions.
Article 14 Where the company replaces the self raised funds invested in advance with the raised funds, the accounting firm shall issue an assurance report. The company may replace the self raised funds with the raised funds within six months after the receipt 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 raised funds temporarily idle by the company can be managed in cash, and the term of its investment products 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.
For other purposes, the company shall timely announce the opening or cancellation of the special settlement account for products.
Article 16 Where the company uses the temporarily idle raised funds for cash management, it 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 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, safety analysis provided by product issuers, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
The company shall, in case of major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, 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 company's use of idle raised funds to temporarily supplement working capital is limited to the production and operation related to its main business, 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 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) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
Article 18 where the company uses idle raised funds to supplement working capital temporarily, it shall announce the following contents within two trading days after the deliberation and approval 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 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 purpose 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 19 the company shall, according to the actual production and operation needs of the enterprise, 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 raised investment projects;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
Article 20 the company shall use the over raised funds for projects under construction and new projects according to the progress of projects under construction and new projects.
When the company uses the over raised funds for projects under construction and new projects, the recommendation institution or independent financial consultant and independent director shall issue special opinions. If the project involves related party transactions, purchase of assets, foreign investment, etc., it shall also perform the review procedures and information disclosure obligations in accordance with relevant provisions.
Article 21 Where the company uses the over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the general meeting of shareholders. The independent directors, the recommendation institution or the independent financial adviser shall express their explicit consent and disclosure, and shall meet the following requirements:
(I) 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 and disclose to the public;
(II) the company shall repay the bank loan or supplement the working capital according to the actual demand, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds.
Chapter IV change of purpose of raised funds
Article 22 the company may change the purpose of the raised funds only after the deliberation and approval of the board of directors and the general meeting of shareholders. 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 project invested by raised funds (except for the change of the implementation subject between the company and its wholly-owned subsidiaries);
(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 purpose of the raised funds.
Article 23 Where the company changes the purpose of the raised funds, it shall make an announcement within two trading days after the deliberation and approval of the board of directors. The board of directors of the company shall scientifically and prudently select new investment projects, conduct feasibility analysis on new investment projects, and be sure that the investment projects have good market prospects and profitability, can effectively prevent investment risks and improve the use efficiency of raised funds. In principle, the purpose of the raised funds after the change of the company shall be invested in the main business.
Article 24 the company plans to change the investment project of raised funds into a joint venture for implementation
