Guanglian Aviation Industry Co.Ltd(300900)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), improve the use efficiency of the raised funds and protect 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 and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) (SZS [2020] No. 1292) Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (announcement [2022] No. 15 of China Securities Regulatory Commission), guidelines for the self-discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14) and other relevant laws, regulations and rules This system is formulated in accordance with the provisions of normative documents and Guanglian Aviation Industry Co.Ltd(300900) 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 from investors and used for specific purposes by listed companies through the issuance of shares and their derivatives, but does not include the funds raised by listed companies through the implementation of equity incentive plans.
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 when formulating the fund-raising plan, the company shall carefully consider its ability to use funds and asset liability structure. Each fund-raising shall comply with the provisions of China Securities Regulatory Commission and other relevant normative documents.
Article 5 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 6 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.
Article 7 the company shall timely disclose the use of the raised funds and fulfill the obligation of information disclosure in accordance with the provisions of laws, regulations and normative documents.
Chapter II deposit of raised funds in special account
Article 8 the company implements a special account storage system for the raised funds. The raised funds of the company shall be deposited in the special account for raised funds (hereinafter referred to as the special account) approved by the board of directors for the current issuance for centralized management, and the special account shall be used as the subscription account. The special account shall not be used for non raised funds or other purposes.
If the company has more than two times of financing, it shall set up special accounts for raised funds respectively. If the net amount of the actually raised funds exceeds the amount of the planned raised funds (hereinafter referred to as the over raised funds), it shall also be deposited in the special account for the management of the raised funds. Article 9 the company shall sign a three-party supervision agreement (hereinafter referred to as the agreement) with the recommendation institution or independent financial consultant 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 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 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) a recommendation institution or an independent financial consultant may inquire about the special account information at a 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 all the agreements are signed.
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 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 make an announcement after reporting to Shenzhen stock exchange for filing.
Chapter III use of raised funds
Article 10 the company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents, use the raised funds for the company’s main business and related business fields, and use the special funds for special purposes.
Article 11 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 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. The company shall not use the raised funds for pledge or other investments that change the purpose of the raised funds in a disguised form.
Article 12 the controlling shareholders, actual controllers or their related parties of the company shall not directly or indirectly occupy or misappropriate the funds raised by the company, and shall not use the funds raised by the company to obtain illegitimate interests.
Article 13 the company shall take effective measures to 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 or their related parties, and take effective measures to prevent the controlling shareholders, actual controllers or their related parties from obtaining improper interests by using the investment projects of the raised funds.
Article 14 the company must strictly perform the application and approval procedures for the use of the raised funds. For the expenditure of all raised funds, the fund using department shall first submit a written report on the use of raised funds, including the application purpose, amount, payment or allocation time, etc, Payment or transfer can only be made with the approval of the following hierarchical approval process: application by the company’s raised fund use department (or subsidiary) → approval by the leaders of the company’s raised fund use department (or subsidiary) → approval by the company’s financial department → approval by the company’s general manager (chairman). The company strengthened the risk control of the use of raised funds through the above hierarchical approval procedures.
The use of raised funds shall follow the hierarchical approval procedures: if the amount of raised funds used for a single time is less than 20% (inclusive), it shall be approved by the general manager of the company; If the amount of raised funds used for a single time is more than 20%, it shall be approved by the chairman of the company.
Article 15 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 16 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 project 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 17 If the company decides to terminate the original investment project with raised funds, it shall select a new investment project as soon as possible and scientifically.
Article 18 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. 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 19 the company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, meet the requirements 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 make a timely announcement.
Article 20 Where the company uses idle raised funds for cash management, it shall timely 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 issuer, type, amount, term, income distribution method, investment scope, estimated annualized rate of return (if any), and the specific analysis and explanation of the board of directors on the safety and liquidity of investment products;
(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 21 if 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 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) the idle raised funds shall not be directly or indirectly used for high-risk investments such as securities investment and derivatives trading.
Article 22 Where a company uses idle raised funds to supplement working capital, it shall be deliberated and approved by the board of directors, and the following contents shall be announced in time after approval:
(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 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, recommendation institutions or independent financial advisers;
(VI) other contents required by the 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 23 the company shall properly arrange the use plan of the over raised funds according to the actual production and operation needs of the enterprise, 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, sponsors or independent financial advisers 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 24 the company shall disclose the following working capital or supplement the working capital with the approval of the independent directors’ meeting, and the company shall issue the following opinions after the deliberation of the independent directors’ meeting:
(I) the amount used for permanent replenishment of working capital and repayment of bank loans shall not exceed 30% of the total amount of over raised funds in every 12 months;
(II) the company shall not invest in securities within 12 months after replenishing working capital
