Jiangsu Azure Corporation(002245)
Management system of raised funds
In order to regulate the management and use of the raised funds of Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company”), improve the use efficiency of the raised funds, prevent the use risks of the funds, ensure the safe use of the funds and effectively protect the interests of investors, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (hereinafter referred to as the regulatory guidelines), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), 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 (hereinafter referred to as the standardized operation guidelines), This system is formulated 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 from investors and used for specific purposes by the company through the issuance of shares and their derivatives. 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 2 the board of directors of the company is responsible for establishing and improving the management system of the company’s raised funds and ensuring the effective implementation of this system. 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 3 where 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. Article 4 the company shall timely disclose the use of raised funds and fulfill the obligation of information disclosure in accordance with the company law, securities law, regulatory guidelines, listing rules, standardized operation guidelines and other laws, regulations and normative documents.
Chapter II deposit of raised funds
Article 5 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”). The raised funds shall be deposited in a special account approved by the board of directors for centralized management, and the special account shall not be used for non raised funds or other purposes.
If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
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 tripartite supervision agreement (hereinafter referred to as the “tripartite agreement”) with the sponsor or independent financial adviser and the commercial bank storing the raised funds 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 the commercial bank fails to issue a statement of account or notify the sponsor or independent financial adviser of the large 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 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 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, the company shall make a timely announcement.
Article 8 the raised funds shall not be used for high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, and shall not be invested directly or indirectly 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.
When the company invests in the project with raised funds, the capital expenditure must strictly comply with the provisions of the company’s financial management system and this system, and perform the examination and approval procedures in accordance with relevant provisions.
Article 9 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 10 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 11 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.
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 related matters involve related party transactions, asset purchases, foreign investment, etc., the review procedures and information disclosure obligations shall also be performed in accordance with the Shenzhen listing rules and other relevant provisions.
Article 12 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 13 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 must have 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.
If the company uses the temporarily 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 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 14 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 previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(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 15 Where a company uses idle raised funds to supplement working capital temporarily, it shall be deliberated and approved by the board of directors of the company, and the following contents shall be announced in time:
(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.
Timely announce the return of all funds.
Article 16 the company shall, according to the actual production and operation needs of the enterprise and after being deliberated and approved by the board of directors or the general meeting of shareholders, use the over raised funds in a planned manner in the following order:
(I) supplement the fund gap of the project invested by the raised funds;
(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 17 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 sponsor or independent financial consultant and independent directors shall issue special opinions. If the project involves related party transactions, asset purchases, foreign investment, etc., it shall also perform the review procedures and information disclosure obligations in accordance with the listing rules and other relevant provisions.
Article 18 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 board of supervisors, the sponsor 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 bank loans or supplement working capital according to the actual needs, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds.
After the completion of a single or all raised capital investment project, if the surplus funds (including interest income) are less than 10% of the net funds raised by the project, the listed company shall perform the review procedures and information disclosure obligations in accordance with the requirements of replacing the self raised funds invested in advance with the raised funds.
If the surplus funds (including interest income) reach or exceed 10% of the net funds raised by the project, the company’s use of the surplus funds shall also be deliberated and approved by the general meeting of shareholders.
If the surplus fund (including interest income) is less than 5 million yuan or less than 1% of the net fund raised by the project, the above procedures may be exempted, and its use shall be disclosed in the annual report.
Chapter IV change of purpose of raised funds
Article 19 in case of any of the following circumstances, the company shall be deemed to have changed the purpose of the raised funds:
(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.
The company shall not change the purpose of the raised funds until the proposal on changing the purpose of the raised funds is deliberated and approved by the board of directors and the general meeting of shareholders.
Article 20 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 21 Where the company intends to change the investment project with raised funds into a joint venture, it shall carefully consider the necessity of joint venture on the basis of fully understanding the basic situation of the joint venture party, and the company shall hold shares to ensure effective control over the investment project with raised funds.
Article 22 If the company changes the purpose of the raised funds for the acquisition of the assets (including interests) of the controlling shareholder or actual controller, it shall ensure that horizontal competition can be effectively avoided and related party transactions can be reduced after the acquisition. Article 23 Where a listed company changes the implementation location of the investment project with raised funds, it shall be approved by the board of directors
