In order to regulate the deposit, use and management of the raised funds of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as “the company”), ensure the safety of the raised funds and maximize the legitimate 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”) 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, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the Guangxi Guiguan Electric Power Co.Ltd(600236) articles of Association (hereinafter referred to as the “articles of association”), These measures are formulated in combination with the actual situation of the company.
Article 1 the term “raised funds” as mentioned in these Measures refers to the funds raised from investors and used for specific purposes by the company through the issuance of shares and their derivatives.
Article 2 after the funds raised by the company through public offering of securities are in place, the company shall go through the capital verification procedures in time, and an accounting firm that meets the provisions of the Securities Law shall issue a capital verification report.
Article 3 the board of directors of the company is responsible for formulating the use plan of the raised funds, organizing the specific implementation of the investment projects of the raised funds (hereinafter referred to as “raised investment projects”), and making the use of the raised funds open, transparent and standardized.
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. If a raised investment project is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall take appropriate measures to ensure that the subsidiary or other controlled enterprises comply with the provisions of these measures.
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.
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 raised investment projects to obtain illegitimate interests.
Article 6 the company shall timely disclose the internal control system for the storage, use and management of raised funds on the website of Shanghai Stock Exchange.
Article 7 the company shall carefully select a commercial bank and open a special account for raised funds (hereinafter referred to as the special account). 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 two or more financing, it shall set up special accounts for raising 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, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the sponsor or independent financial adviser and the commercial bank storing the raised funds (hereinafter referred to as “commercial bank”) and make a timely announcement. 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) 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 sponsor or independent financial adviser;
(IV) 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 timely notify 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;
(VII) liability for breach of contract of the company, commercial bank, sponsor or independent financial consultant;
(VIII) if the commercial bank fails to issue a statement of account to the sponsor or independent financial adviser in time for three times, or fails to cooperate with the sponsor or independent financial adviser in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
If the above agreement is terminated in advance 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 make a timely announcement. Article 9 in principle, the funds raised by the company shall be used for its main business. The use of raised funds shall not have the following acts:
(I) except for financial enterprises, raised investment projects are financial investments such as holding trading financial assets and other equity instruments, 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) directly or indirectly provide the raised funds to the controlling shareholders, actual controllers 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 administration of raised funds and these measures. Article 10 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 project invested with raised funds is delayed 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 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.
When the company invests in the project with raised funds, the capital expenditure must strictly comply with the provisions of the company’s fund management system and this system, and perform the examination and approval procedures.
Article 11 when the board of directors or the board of supervisors agree to use the raised funds as independent financial advisers, the following matters shall be clearly considered and approved by the board of directors:
(I) exchange the raised funds for 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 12 Where a company invests in a raised investment project with self raised funds in advance, it may exchange the raised funds for self raised funds within 6 months after the arrival of the raised funds, and the accounting firm shall issue an authentication report.
Article 13 the company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not be longer than the use term authorized by the internal resolution, 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 products it invests in 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 Shanghai stock exchange for filing and announcement. Article 14 Where the idle raised funds are used to invest in products, the following contents shall be announced in time after deliberation by 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, 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 15 the company shall meet the following requirements when using idle funds to supplement working capital temporarily:
(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 applicable).
(V) the idle raised funds used to supplement the working capital shall not be deposited into the financial company associated with the company.
Before the due date of replenishing working capital, the company shall return this part of funds to the special account for raised funds and make a timely announcement after all funds are returned.
Article 16 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 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 the company shall promise not to make high-risk investment or provide financial assistance to others within 12 months after replenishing working capital.
Article 17 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 of the company, and the online voting method shall be provided for shareholders. The independent directors, the board of supervisors, sponsors or independent financial advisers shall express their explicit consent. The company shall timely announce the following contents after deliberation by 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, sponsors or independent financial advisers.
Article 18 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 its main business, apply the relevant provisions of Shanghai Stock Exchange on changing the raised funds, scientifically and prudently analyze the feasibility of investment projects, and timely fulfill the obligation of information disclosure.
Article 19 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, sponsors and the board of supervisors express their explicit consent. The company shall make a timely announcement after the deliberation 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 changed raised investment projects.
Article 20 after all the projects invested by raising funds are completed, the company’s use of the surplus raised funds (including interest income) shall be reviewed and approved by the board of directors, and the independent directors, sponsors and the board of supervisors shall express their explicit consent. The company shall make a timely announcement after the deliberation of the board of directors. If the surplus raised funds (including interest income) account for more than 10% of the net raised funds, it shall also be deliberated and approved by the general meeting of shareholders.
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.
Article 21 the funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents.
In case of any of the following circumstances, the company shall be deemed to have changed the purpose of the raised funds, and shall make a timely announcement after the deliberation and approval of the board of directors, and perform the deliberation procedures of the general meeting of shareholders: (I) cancel or terminate the original raised funds project and implement a new project; (II) change the implementation subject of the investment project with raised funds;
(III) change the implementation method of the project invested by the raised funds;
(IV) other circumstances identified by Shanghai Stock Exchange as changes in the purpose of the raised funds.
The change of the implementation subject of the raised capital investment project between the company and its wholly-owned subsidiaries, or only involving the change of the implementation location of the raised capital investment project, is not regarded as the change of the purpose of the raised capital, and may be exempted from the procedures of the general meeting of shareholders, but it shall still be reviewed and approved by the board of directors, and the reasons for the change of the implementation subject or location and the opinions of the sponsor shall be announced in time.
Article 22 the changed raised investment project shall be invested in the main business.
The company shall scientifically and prudently carry out the feasibility analysis of new raised investment projects, make sure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 23 If the company intends to change the raised investment project, it shall timely announce the following contents after submitting it to the board of directors for deliberation:
(I) basic information of the original raised investment project and specific reasons for the change;
(II) basic information, feasibility analysis and risk tips of the new raised investment project; (III) the investment plan of the newly raised investment project;
(IV) the newly raised investment projects have been obtained or are not yet available
