Sichuan Tianwei Electronic Co.Ltd(688511)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the use and management of the raised funds of Sichuan Tianwei Electronic Co.Ltd(688511) (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 provisions of the company law, the securities law, the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation), the measures for the administration of securities issuance of listed companies, the provisions on the report on the use of the previously raised funds, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and in combination with the actual situation of the company, This system is hereby formulated.
Article 2 the funds raised in this system refer to the funds raised by the company from investors through public offering 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, etc.) and non-public offering of securities, but do not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 the raised funds shall be limited to the projects to which the raised funds are invested as announced by the company, and the use of funds shall be standardized, open and transparent.
Article 4 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. No one has the right to change the use of the raised funds announced in the company’s prospectus or other public offering documents unless a resolution is made by the company’s general meeting according to law.
Article 5 the controlling shareholders and actual controllers of the company shall not directly or indirectly occupy or misappropriate the company’s raised funds, and shall not use the company’s raised funds and investment projects of raised funds (hereinafter referred to as “raised investment projects”) to obtain illegitimate interests.
Article 6 the company shall carefully use the raised funds and handle the relationship between investment timing, investment capital, investment progress and project benefits based on the principle of input-output benefits.
Article 7 a recommendation institution shall, in accordance with the measures for the administration of securities issuance and listing recommendation business and this system, perform its recommendation responsibilities for the management and use of the company’s raised funds and carry out continuous supervision.
Article 8 if the company suffers losses due to the use of raised funds in violation of the provisions of this system, the relevant responsible person shall be punished according to the specific situation. If necessary, the relevant responsible person shall bear the corresponding civil compensation liability. Chapter II deposit of raised funds
Article 9 in order to facilitate the use of the raised funds and supervise the use, the company implements a special account storage system for the raised funds. The raised funds shall be deposited in the special account for raised funds established with the approval of the board of directors for centralized management.
The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 10 after the funds raised by the company through the issuance of shares are in place, the company shall timely go through the capital verification procedures, the accounting firm with securities practice qualification shall issue the capital verification report, and shall immediately organize the use of the raised funds in accordance with the fund use plan promised in the prospectus.
Article 11 if the company considers that the amount of funds raised is large and it is necessary to open a special account in more than one bank in combination with the credit arrangement of the investment project, it may open a professional account in more than one bank under the principle of adhering to the principle that the funds of the same investment project are stored in the same special account.
Article 12 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the recommendation institution and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”). The agreement shall at least include the following contents:
(I) the company shall centrally deposit the raised funds in the special account for raised funds;
(II) the commercial bank shall provide the company with the bank statement of the special account for raising funds every month and send a copy to the recommendation institution;
(III) if the company withdraws more than 50 million yuan from the special account for raised funds in one time or within 12 months, and reaches 20% of the net amount of the total amount of raised funds after deducting the issuance expenses (hereinafter referred to as the “net amount of raised funds”), the company shall notify the recommendation institution in time;
(IV) the recommendation institution can inquire the information of the special account for raised funds at the commercial bank at any time;
(V) liability for breach of contract of the company, commercial bank and recommendation institution.
The company shall report to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) for filing and announcement within 2 trading days after the signing of the above agreement.
If the above-mentioned agreement is terminated in advance due to the change of recommendation institution or commercial bank before the expiration of the validity period, the company shall sign a new agreement with relevant parties within two weeks from the date of termination of the agreement, and report to the Shanghai stock exchange for filing and announcement within two trading days after the signing of the new agreement.
Article 13 If a recommendation institution finds that a company or commercial bank fails to perform the tripartite supervision agreement on the special account for the storage of raised funds as agreed, it shall timely report in writing to the Shanghai Stock Exchange after knowing the relevant facts.
Chapter III use of raised funds
Article 14 the company shall comply with the following requirements when using the raised funds:
(I) the company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents; Within the scope of the use plan of the raised funds or the company’s budget, the use of the raised funds must be approved in strict accordance with the company’s financial management system. All expenditures involving the raised funds in each step must be proposed by the relevant departments. After being signed by the manager of the competent department (or the person in charge of the project), they shall be reported to the financial department of the company. After being reviewed by the financial department, they shall be paid after being signed by the person in charge of the finance.
(II) the use of raised funds shall be disclosed in strict accordance with relevant regulations.
(III) in case of any situation that seriously affects the normal progress of the use plan of the raised funds, the company shall timely report to the Shanghai Stock Exchange and make an announcement;
(IV) in case of any of the following situations in the raised investment project, the company shall re demonstrate the feasibility and expected income of the raised investment project, decide whether to continue to implement the project, and disclose the progress of the project, the causes of abnormalities and the adjusted raised investment project in the latest periodic report:
1. Major changes in the market environment involved in the raised investment project;
2. The raised investment project has been put on hold for more than 1 year;
3. The completion period of the investment plan of the raised funds is exceeded and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
4. There are other abnormalities in the raised investment project.
Article 15 in principle, the funds raised by the company shall be used for the main business. The use of the funds raised shall comply with the national industrial policies and relevant laws and regulations, and shall be invested in the field of scientific and technological innovation. The company shall not commit any of the following acts when using the raised funds:
(I) raised investment projects are financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, which are invested directly or indirectly to buy and sell securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) provide the raised funds directly or indirectly to the controlling shareholder, actual controller and other related persons for use, so as to facilitate the related persons to obtain illegitimate interests by using the raised investment project;
(IV) other acts in violation of the provisions on the management of raised funds.
Article 16 if the company invests self raised funds into projects invested with raised funds in advance, it can replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds.
The replacement matters shall be deliberated and approved by the board of directors of the company, the accounting firm shall issue an assurance report, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 17 the temporarily idle raised funds can be managed in cash, and the invested products must meet the following conditions:
（1） Structured deposits, certificates of deposit and other principal guaranteed products with high security;
（2） Good liquidity shall not affect the normal operation 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 the stock exchange for filing and announcement.
Article 18 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 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, investment scope and safety of investment products;
(V) opinions issued by independent directors, board of supervisors and recommendation institutions.
Article 19 If the company uses idle raised funds to supplement working capital temporarily, it shall meet the following requirements:
(I) the purpose of the raised funds shall not be changed in a disguised form, and the normal progress of the investment plan of the raised funds shall not be affected; (II) it is limited to the production and operation related to the main business, and shall not be directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) the funds previously raised for temporary replenishment of working capital that have been returned and have expired.
If the 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 independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Before the due date of supplementary working capital, the company shall return this part of funds to the special account for raised funds, and report to the stock exchange and make an announcement within 2 trading days after the return of all funds.
Article 20 the part of the net funds actually raised by the company that exceeds the planned amount of funds raised (hereinafter referred to as “over raised funds”) can be used to permanently supplement working capital or repay bank loans, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, and the company shall promise not to make high-risk investment or provide financial assistance to others within 12 months after supplementing working capital.
Article 21 Where the over raised funds are used for permanent replenishment of working capital or repayment of bank loans, they shall be deliberated and approved by the board of directors and the general meeting of shareholders, and the online voting method shall be provided for shareholders, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. The company shall report to the SSE and 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, amount of funds raised, net amount of funds raised, over raised amount and investment plan;
(II) use of raised funds;
(III) the necessity and detailed plan for permanently replenishing working capital or repaying bank loans with over raised funds;
(IV) commitment not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital;
(V) the impact of permanently replenishing working capital or repaying bank loans with over raised funds on the company;
(VI) opinions issued by independent directors, board of supervisors and recommendation institutions.
Article 22 If the company uses the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, apply the relevant provisions of articles 25 to 28 of this system, scientifically and prudently analyze the feasibility of investment projects, and timely fulfill the obligation of information disclosure.
Article 23 after the completion of a single raised investment project, if the company uses the surplus raised funds (including interest income) of the project for other raised investment projects, it shall be reviewed and approved by the board of directors and can be used only after the independent directors, the recommendation institution and the board of supervisors Express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised funds (including interest income) are less than 1 million or less than 5% of the committed investment amount of the raised funds of the project, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the annual report.
If the surplus raised funds (including interest income) of a single raised investment project of the company are used for non raised investment projects (including supplementary working capital), the corresponding procedures and disclosure obligations shall be performed with reference to the change of raised investment projects.
Article 24 after all the projects invested by raising funds are completed, if the surplus raised funds (including interest income) exceed 10% of the net raised funds, the company shall use the surplus raised funds after the deliberation and approval of the board of directors and the general meeting of shareholders and the express consent of the independent directors, the recommendation institution and the board of supervisors. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised capital (including interest income) is less than 10% of the net raised capital, it shall be considered and approved by the board of directors and can be used only after the independent directors, the recommendation institution and the board of supervisors express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised funds (including interest income) are less than 5 million or less than 5% of the net raised funds, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the latest periodic report.
Chapter IV change of investment direction of raised funds
Article 25 the funds raised by the company shall be used for the purposes listed in the prospectus or the prospectus. In case of any change of the company’s raised investment project, it must be deliberated and approved by the board of directors and the general meeting of shareholders, and the change can be made only after the independent directors, the recommendation institution and the board of supervisors express their explicit consent.
If the company only changes the implementation location of the raised investment project, it may be exempted from the procedures in the preceding paragraph, but it shall be reviewed and approved by the board of directors of the company, report to the Shanghai Stock Exchange within 2 trading days, and announce the reasons for the change and the opinions of the recommendation institution.
Article 26 the changed raised investment project shall be invested in the main business.
The change project of raised funds shall comply with the company’s strategy of accelerating structural adjustment and the national development plan
