Quakesafe Technologies Co.Ltd(300767)
Management system of raised funds
(March 2022 Amendment)
In order to regulate the management and use of the raised funds of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company”), improve the efficiency of the use of the raised funds and effectively protect the rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), and the measures for the administration of initial public offering and listing on the gem Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as the “Listing Rules”), Shenzhen Stock Exchange GEM listed companies’ standardized operation instructions This system is formulated in accordance with the requirements of laws, regulations and normative documents such as gem information disclosure business Memorandum No. 1 – use of over raised funds and idle raised funds, Quakesafe Technologies Co.Ltd(300767) articles of association, and in combination with the actual situation of the company. Chapter I General Provisions
Article 1 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, issuance of warrants, etc.) and non-public issuance of shares for specific purposes.
Article 2 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 the public offering and non-public offering documents, and shall not change the investment direction of the raised funds at will.
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 listed company to change the purpose of the raised funds without authorization or in a disguised form. 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 the board of directors of the company shall be responsible for establishing and improving the management system of raised funds and ensuring the effective implementation of the system. The company shall formulate a detailed plan for the use of raised funds, organize the specific implementation of the application projects of raised funds, and ensure the openness, transparency and standardization of the use of raised funds.
Article 4 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.
Article 5 if the application project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the company shall take appropriate measures to ensure that the subsidiaries or other controlled enterprises comply with the provisions of this system.
Article 6 the raised funds shall be strictly limited to the use of the raised funds promised by the company in the issuance application documents. The company’s change in the use of raised funds must be approved by the general meeting of shareholders, and perform the obligation of information disclosure and other relevant legal obligations.
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 the company law, the securities law, the listing rules and other laws, regulations and normative documents.
Article 8 after the application for issuing corporate bonds is approved by the department authorized by the State Council, the measures for raising corporate bonds shall be announced.
Article 9 the measures for the offering of corporate bonds shall specify the following main matters:
(I) company name;
(II) the purpose of the funds raised by bonds;
(III) total amount of bonds and par value of bonds;
(IV) determination method of bond interest rate;
(V) time limit and method of repayment of principal and interest;
(VI) bond guarantee;
(VII) the issuing price of bonds and the starting and ending date of issuance;
(VIII) net assets of the company;
(IX) the total amount of corporate bonds issued but not yet due;
(x) underwriter of corporate bonds.
Chapter II deposit of raised funds in special account
Article 10 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. In principle, the number of special accounts for raised funds shall not exceed the number of projects invested by raised funds. If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
The actual net amount of raised funds exceeding the amount of planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of raised funds.
Article 11 the establishment of a special account of the company shall be approved by the board of directors of the company, and when the company applies for public fund-raising, the establishment and materials of the account shall be reported to the relevant securities regulatory authorities for the record.
Article 12 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”) within one month after the receipt of the raised funds. 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, the deposit amount and term; (III) if the company withdraws more than 10 million yuan from the special account at one time or within 12 months, or 10% of the net amount of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”), the company and the commercial bank shall notify the recommendation institution in time;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution;
(V) the recommendation institution can inquire the information of the special account at the commercial bank at any time;
(VI) supervision duties of recommendation institutions or independent financial advisers, notification and cooperation duties of commercial banks
Responsible for the supervision of the recommendation institution or independent financial consultant and commercial bank on the use of the raised funds of the company
Mode;
(VII) rights and obligations of companies, commercial banks and recommendation institutions;
(VIII) liability for breach of contract of the company, commercial bank and recommendation institution.
(IX) 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 adviser in time for three times, and fails to cooperate with the recommendation institution 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 report to Shenzhen stock exchange for filing and announce the main contents of the agreement after all the agreements are signed.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, the commercial bank and the recommendation institution shall jointly sign a tripartite supervision agreement, and the company and its holding subsidiary shall be regarded as a common party.
If the above-mentioned agreement is terminated in advance due to changes in the recommendation institution or commercial bank 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 an announcement after reporting to Shenzhen stock exchange for filing.
Article 13 the company shall actively urge commercial banks to fulfill the agreement. It shall be agreed in the agreement that if the commercial bank fails to issue a statement of account or notify the recommendation institution of large amount withdrawal of the special account for three consecutive times, and fails to cooperate with the recommendation institution in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
Chapter III use of raised funds
Article 14 the funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents. If a listed company changes the use of funds listed in the prospectus or other public offering documents, it must make a resolution at the general meeting of shareholders. 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 timely report to the Shenzhen Stock Exchange and make an announcement. Article 15 in principle, the funds raised by the company shall be used for its main business. Unless otherwise provided by laws and regulations, the raised investment projects of the company shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and shall not directly or indirectly invest in companies whose main business is the trading of securities.
The company shall not change the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means. Article 16 the company shall make clear provisions on the application, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds.
Article 17 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 investment projects to obtain improper interests.
Article 18 the company shall comprehensively check the progress of raised investment projects after the end of each fiscal year. If the difference between the annual actual use of the raised funds of the raised investment project and the latest disclosed investment plan exceeds 30%, the company shall adjust the investment plan of the raised investment project, and disclose the latest annual investment plan of the raised funds, the current actual investment progress, the annual investment plan after adjustment and the reasons for the change of the investment plan in the special report on the annual use of the raised funds.
Article 19 in case of any of the following circumstances in a raised investment project, the company shall re demonstrate the feasibility and expected income of the project and decide whether to continue to implement the project:
(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 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 raised investment project.
The company shall disclose the progress of the project, the reasons for abnormalities and the adjusted investment plan of raised funds (if any) in the latest periodic report.
Article 20 if the company decides to terminate the original raised investment project, it shall select a new investment project in a timely and scientific manner. Article 21 Where the company replaces the self raised funds that have been invested in the raised investment projects 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 performance of 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 22 Where the idle raised funds of the company are temporarily used to supplement working capital, they shall be deliberated 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 and disclosure, and shall meet the following conditions:
(I) the purpose of the 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 for temporary replenishment of working capital have been returned (if applicable);
The above matters shall be examined and approved by the board of directors of the company, and reported to Shenzhen Stock Exchange and announced within 2 trading days.
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 be directly or indirectly used for the placement and purchase of new shares, or for investing in stocks and their derivatives, convertible corporate bonds, etc.
Article 23 Where the company uses idle raised funds to supplement working capital, it shall disclose the following contents:
(I) basic information of the funds raised this time, including the time, amount, net amount and investment plan of the funds 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 and recommendation institutions;
(VI) other contents required by Shenzhen Stock Exchange.
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 Shenzhen Stock Exchange and make an announcement within 2 trading days after the return of all funds.
Article 24 the company may conduct cash management on the temporarily idle raised funds (including over 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 Shenzhen stock exchange for filing and announcement.
Article 25 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 capital investment products;
(IV) whether there are reasons and disguised measures to ensure the normal use of the raised funds;
(V) income distribution mode of investment products
