Management system for special storage and use of raised funds of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd
(revised in 2022)
(this system shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval)
Chapter I General Provisions
Article 1 in order to regulate the deposit, use and management of the raised funds of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as “the company”), ensure the safety of the raised funds, maximize the legitimate rights and interests of investors and improve the efficiency of the use of the raised funds, 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”), the measures for the administration of initial public offering and listing of shares by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), 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 Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) This system is formulated in accordance with the provisions of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, 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 listed companies 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 3 after the funds raised from the issuance of stocks, convertible bonds or other securities 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 in accordance with the provisions of the securities law.
Article 4 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.
The board of directors of the company shall formulate a detailed plan for the use of the raised funds, organize the specific implementation of the investment projects of the raised funds (hereinafter referred to as “raised investment projects”), and ensure the openness, transparency and standardization of the use of the raised funds.
If a raised investment project is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other enterprises controlled by the company comply with the provisions of this system.
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 the accounting department of the company shall set up an account for the use of the raised funds and record in detail the expenditure of the raised funds and the investment of the raised funds.
The company’s internal audit committee shall inspect the deposit and use of the raised funds at least once every six months, and report the results to the internal audit committee in a timely manner.
If the audit committee of the company considers that there are violations or major risks in the management of the raised funds of the company, or the internal audit department fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time. The board of directors shall timely report to the Shanghai Stock Exchange and make an announcement after receiving the report.
Article 7 the company shall timely disclose the use of the raised funds and fulfill the obligation of information disclosure in accordance with the company law, securities law, listing rules and other relevant laws, regulations and normative documents.
Article 8 where the raised funds are used in violation of national laws, regulations, the articles of association and these systems, resulting in losses to the raised funds, the relevant responsible person shall bear the corresponding civil compensation liability in accordance with the provisions of relevant laws and regulations.
Chapter II deposit of raised funds
Article 9 in order to ensure the safe use and effective supervision of the raised funds, the company shall open a special bank account in a legally qualified commercial bank for the deposit, receipt and payment of the raised funds. The opening of the bank account shall be subject to the approval of the board of directors.
The company can open multiple special accounts according to the application of raised investment projects. In principle, the number of special accounts for raised funds shall not exceed the number of raised investment projects. If the company plans to increase the number of special accounts for raised funds due to the small number of raised investment projects, it shall obtain the consent of Shanghai Stock Exchange in advance.
If the company has raised funds for more than two times, it shall set up a special account for raised funds independently.
Article 10 the company implements a special account storage system for the raised funds. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
If the company opens multiple special bank accounts for raised funds, it must be arranged based on the principle that the funds of the same project using raised funds are stored in the same special account.
Article 11 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement (hereinafter referred to as the “agreement”) with the sponsor or independent financial adviser 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 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 from the special account in one time or within 12 months and reaches 20% 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 shall timely notify the sponsor or independent financial adviser;
(IV) the commercial bank shall issue the bank statement of the special account for raised funds 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 the information of the special account for raised funds 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.
The company shall report to the Shanghai stock exchange for filing and announce the main contents of the agreement within 2 trading days after the signing of all agreements.
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 two weeks from the date of termination of the agreement, and report to Shanghai stock exchange for filing and announcement within two trading days after the signing of the new agreement.
Article 12 the company shall actively urge commercial banks to fulfill the agreement. If a commercial bank fails to issue a statement of account to the recommendation institution in time or notify the special account of large withdrawals for three times, or 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.
Chapter III use of raised funds
Article 13 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 operation of the investment plan of the raised funds, it shall timely report to the stock exchange and make an announcement.
Article 14 in principle, the funds raised by the company shall be used for its main business. The use of raised funds shall not be subject to the following acts:
(I) except for financial enterprises, 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 directly or indirectly invested in companies whose main business is trading 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 15 when the company invests in the project with raised funds, the capital expenditure must strictly abide by the provisions of the company’s fund management system and this system, and perform the examination and approval procedures. For the expenditure of all raised funds, the fund use department shall first put forward the fund use plan, which shall be signed by the competent leader of the Department, submitted to the person in charge of Finance for review, and signed by the general manager before payment. The use of the raised funds shall be reported to the chairman every month.
The company shall take measures to ensure the authenticity and fairness of the use of raised funds. When paying the project funds for the use of raised funds, the company shall ensure that the payment amount, payment time, payment method and payment object are reasonable and legal, and provide corresponding supporting materials for filing and inquiry.
Article 16 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, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised capital investment plan (if any) in the latest periodic report: (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.
Article 17 If a raised investment project has not been completed beyond the original completion deadline and plans to continue to be implemented, the company shall timely disclose the specific reasons for the non completion on schedule, explain the current deposit and account of the raised funds, whether there are circumstances affecting the normal progress of the use plan of the raised funds, the expected completion time, relevant measures to ensure the completion on schedule after the delay, and perform the corresponding decision-making procedures for the delay of the raised investment project.
Article 18 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) 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 relevant provisions of the listing rules and other rules.
Article 19 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 adjusted expected sub annual investment plan and the reasons for the change of the investment plan in the special report on the annual use of the raised funds.
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 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 22 the raised funds temporarily idle by the company can be managed in cash, and the term of its investment products shall not be longer than the use term authorized by internal resolutions, and shall not exceed 12 months. After the due funds of the above investment products are returned to the special account for raised funds on schedule and announced, the company can carry out cash management again within the authorized period and amount.
The invested 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 report to Shanghai stock exchange for filing and announcement within 2 trading days.
Article 23 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;
(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.
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 24 the company may temporarily use the idle raised funds to supplement the working capital, but the following conditions shall be met:
(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) it is limited to the production and operation related to the main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements; (IV) the time for a single replenishment of working capital shall not exceed 12 months;
(V) the previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(VI) the recommendation institution, the independent director and the board of supervisors shall issue explicit consent opinions.
The above matters shall be examined and approved by the board of directors, and reported to Shanghai Stock Exchange and announced within 2 trading days.
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 Shanghai Stock Exchange and make an announcement within 2 trading days after the return of all funds.
Article 25 the over raised funds can be used for permanent replenishment of working capital or repayment of bank loans, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, and it shall promise not to make high-risk investment or be outside the holding subsidiary within 12 months after replenishing working capital
