Estun Automation Co.Ltd(002747)
Management system for the use of raised funds
(March 2022)
Chapter I General Provisions
Article 1 in order to regulate the management and use of the raised funds of Estun Automation Co.Ltd(002747) (hereinafter referred to as the "company"), protect the 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"), and the measures for the administration of initial public offering and listing The provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "operation guidelines"), This system is formulated in combination with the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association") and 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 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 3 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 the system.
Article 4 the use of raised funds shall adhere to the principles of careful planning, standardized operation and openness and transparency. 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.
Article 5 the company shall truthfully, accurately, completely and 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 stock listing rules, the operation guidelines and other laws, regulations and normative documents. 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.
Article 6 if the company suffers losses due to the failure to use the raised funds in accordance with the provisions or change the purpose of the raised funds without performing the legal approval procedures, the relevant responsible person shall bear the legal liabilities including but not limited to civil compensation in accordance with the provisions of laws and regulations.
Chapter II deposit of raised funds in special account
Article 7 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 8 the company shall sign a three-party 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") 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 amount withdrawn from the special account by the company in one time or within 12 months exceeds 50 million yuan or 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 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 amount withdrawal of the special account for three times, and fails to cooperate with the sponsor in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
The company shall promptly announce the main contents of the agreement after the agreement is 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, the sponsor or the independent financial consultant shall jointly sign a tripartite agreement, and the company and its holding subsidiary shall be regarded as a common party.
If the above agreement is terminated in advance due to the change of sponsor or commercial bank before the expiration of the validity period, the company shall sign a new agreement with relevant parties and make an announcement within 1 month from the date of termination.
Chapter III use of raised funds
Article 9 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 make a timely announcement. Article 10 in principle, the raised funds shall be used for the main business of the listed company. Unless otherwise provided by national laws, regulations and normative documents, the investment projects of the company's 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 directly or indirectly invested 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.
Article 11 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 12 when using the raised funds, the company shall strictly perform the application and examination and approval procedures, and go through the procedures in accordance with the provisions on the examination and approval of the use of funds of the company. The application form shall be filled in by the user department, reviewed by the financial director, approved by the chairman or general manager, and then implemented by the financial department. The board of directors of the company shall comprehensively check the progress of the investment projects with raised funds every six months. If the difference between the actual use of the raised funds and the estimated use amount of the latest disclosed raised funds investment plan exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the latest raised funds investment plan, the current actual investment progress, the adjusted estimated 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 13 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, the reasons for abnormalities and the adjusted investment plan of raised funds (if any) in the latest periodic report.
Article 14 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 relevant matters involve related party transactions, asset purchases, foreign investment, etc., the deliberation procedures and information disclosure obligations shall also be performed in accordance with the provisions of Chapters 9 and 10 of the listing rules.
Article 15 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 16 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 17 the company may temporarily use the idle raised funds to supplement the working capital, which is 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) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
Article 18 where the company uses idle raised funds to supplement working capital, it shall announce the following contents within two trading days after being submitted to the board of directors for deliberation and approval:
(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 and sponsors;
(VI) other contents required by Shenzhen 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.
Article 19 the company may, according to the actual business needs of the enterprise, submit it to the board of directors or the general meeting of shareholders for deliberation and approval, and use the over raised funds in a planned manner in the following order:
(I) supplement the fund gap of raised investment projects;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent liquidity replenishment.
Article 20 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 Chapter VI of the Listing Rules of the exchange.
Article 21 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, and the independent directors, sponsors or independent financial advisers shall give clear consent and disclose, and shall meet the following requirements:
(I) the company shall promise not to make venture capital investment or provide financial assistance to objects other than holding subsidiaries within 12 months after repaying bank loans or replenishing working capital;
(II) the company shall repay the bank loan or supplement the working capital according to the actual demand, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds.
Article 22 Where the company uses the temporarily idle raised funds for cash management, 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.
Article 23 Where the company uses idle raised funds for cash management, it shall announce the following contents within two trading days after submitting it to the board of directors for deliberation and approval:
(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 and reasons for idle 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 the product issuer, 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.
Chapter IV change of purpose of raised funds
Article 24 the company shall not change the investment direction of the raised funds until it is deliberated and approved by the board of directors and the general meeting of shareholders.
Article 25 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(I) cancel or terminate the original fund-raising projects and implement new projects;
(II) change the implementation subject of the investment project with raised funds (except for the change of the implementation subject between the listed company and its wholly-owned subsidiaries);
(III) change the implementation method of the project invested by the raised funds;
(IV) Shenzhen Stock Exchange
