Management system of raised funds
Chapter I General Provisions
Article 1 in order to regulate the management of the raised funds of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as the “company”) and improve the efficiency of the use of the raised funds, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies This management system is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Article 2 the term “raised funds” as mentioned in this management system refers to the funds raised from investors and used for specific purposes by the company through the issuance of shares and their derivatives. Over raised funds refer to the part where the net amount of funds actually raised exceeds the amount of funds planned to be raised (hereinafter referred to as “over raised funds”).
Article 3 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.
Where the investment project of raised funds 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 management system.
Article 4 if the company suffers losses due to the use of raised funds in violation of national laws and regulations and the provisions of Blue Sail Medical Co.Ltd(002382) articles of association, relevant responsible personnel will be given corresponding sanctions according to the specific circumstances; If the circumstances are serious, the responsible person will be investigated for corresponding civil compensation liability and legal liability.
Chapter II storage 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 and over raised funds shall be deposited in the special accounts determined by the board of directors for centralized management, and the special accounts 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 a special account for raised funds independently.
Article 6 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 (hereinafter referred to as “raised investment projects”) 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 at one time or within 12 months, the company and commercial banks 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 agreement after the signing of the above agreement.
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 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 agreement and make a timely announcement.
Chapter III use of raised funds
Article 7 the raised investment projects of the company shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and shall not directly or indirectly invest 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 8 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 persons, and take effective measures to prevent the related persons from using the raised investment projects to obtain improper interests.
Article 9 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 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.
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 10 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.
Article 11 Where the company replaces the self raised funds that have been invested in the raised investment projects in advance with the raised funds, it can only be implemented after the deliberation and approval of the board of directors of the company, the assurance report issued by the accounting firm, the express consent of the independent directors, the board of supervisors, the sponsor or the independent financial consultant and the performance of the obligation of information disclosure. 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 12 the company’s use of idle raised funds to supplement working capital temporarily 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;
When idle raised funds are used to supplement working capital, they are 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.
Article 13 Where a company uses idle raised funds to temporarily supplement working capital, it shall be deliberated and approved by the board of directors and timely announce the following contents:
(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 raised investment projects 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.
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 14 the company shall, according to the actual production and operation 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 replenishment of working capital.
Article 15 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, independent financial consultant and independent director shall issue special opinions. If the project involves related party transactions, purchase of assets, foreign investment, etc., it shall also perform the review procedures and information disclosure obligations in accordance with Chapter VI of the stock listing rules of Shenzhen Stock Exchange.
Article 16 Where a company uses over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the general meeting of shareholders. Independent directors, the board of supervisors, sponsors or independent financial advisers shall express 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 12 months shall not exceed 30% of the total amount of over raised funds.
Article 17 the temporarily idle raised funds can be subject to cash management, and their investment products must meet the following conditions: (I) principal guaranteed products with high security such as structured deposits and large 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 Shenzhen stock exchange for filing and announcement.
Article 18 where the company uses 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, 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.
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 raised investment projects and implement new projects;
(II) change the implementation subject of the raised investment project (except for the change of the implementation subject between the company and its wholly-owned subsidiaries);
(III) change the implementation mode of raised investment projects;
(IV) other circumstances identified by Shenzhen Stock Exchange as changes in the purpose of the raised funds.
Article 20 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. 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 Chapter VI of the stock listing rules of Shenzhen Stock Exchange.
Article 21 the board of directors of the company shall select new investment projects scientifically and prudently, 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..
Article 22 If the company intends to change the raised investment project 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 of the raised investment project.
Article 23 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 24 If the company changes the implementation location of the raised investment project, it shall make a timely announcement after being deliberated and approved by the board of directors, explaining the change, the reasons, the impact on the implementation of the raised investment project, and the opinions issued by the sponsor or independent financial consultant.
Article 25 after the completion of a single or all raised investment project, if the surplus funds (including interest income) are less than 10% of the net funds raised by the project, the company shall perform the corresponding procedures in accordance with paragraph 1 of Article 10 of the management system.
If the surplus raised funds (including interest income) reach or exceed 10% of the net raised funds of 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 raised funds (including interest income) are less than 5 million yuan or less than 1% of the net raised funds, the above procedures may be exempted, and their use shall be disclosed in the annual report.
Article 26 before the completion of all the projects raised by the company, if there are surplus funds due to the termination of the project, changing part of the raised funds into permanent supplementary working capital shall meet the following requirements:
(I) the funds raised have been received for more than one year;
(II) it will not affect the implementation of other fund-raising projects;
(III) perform the examination and approval procedures and information disclosure obligations in accordance with the requirements of the change of the purpose of the raised funds.
