Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as the "company") and improve the efficiency of the use of the raised funds, in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022), and other laws, regulations, normative documents and the articles of association, This system is formulated 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 the company through public issuance of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, separate trading of convertible corporate bonds, corporate bonds, issuance of warrants, etc.) and non-public issuance of securities. Article 3 the board of directors of the company shall fully demonstrate the feasibility of the investment project with raised funds, make sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
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 4 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the prospectus or prospectus, and shall not change the investment direction of the raised funds at will. Where a company changes the use of funds listed in the prospectus or other documents for public offering and raising, a resolution must be made by the general meeting of shareholders.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds, employ an accounting firm to verify the storage and use of the raised funds at the same time of the annual audit, and fulfill the obligation of information disclosure.
Article 5 the board of directors of the company shall be responsible for establishing and improving the management system for the use of the company's raised funds and ensuring the effective implementation of the system. The system shall specify the storage, use, change, supervision and accountability of the special account for raised funds. The system shall clearly stipulate the application, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds.
Article 6 if the investment project of raised funds is implemented through the holding subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other controlled enterprises comply with this system.
Article 7 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 8 after the raised funds are in place, the company shall timely go through the capital verification procedures, which shall be verified by an accounting firm with securities practice qualification and issue a capital verification report.
Article 9 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as "special accounts"), and the 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. The funds required for the same investment project shall be deposited in the same special account.
If the company has raised funds for more than two times, it shall set up a special account for raised funds independently.
The net amount of the actually raised funds exceeding the amount of the planned raised funds (hereinafter referred to as "over raised funds") shall also be deposited in the special account for the management of the raised funds.
Article 10 the company shall sign a three-party supervision agreement (hereinafter referred to as the "agreement") with the recommendation institution 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 centrally 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 company withdraws more than 50 million yuan or 20% of the net raised funds from the special account in one time or within 12 months, the company and the commercial bank shall timely notify the recommendation institution or independent financial adviser;
(IV) the commercial bank shall issue a statement of account to the company every month and send a copy to the recommendation institution or independent financial adviser; (V) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial adviser and 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, recommendation institutions or independent financial advisers.
(VIII) if the commercial bank fails to issue a statement of account or notify the special account of large amount withdrawal to the recommendation institution or independent financial consultant in time for three times, and fails to cooperate with the recommendation institution or independent financial consultant to inquire and investigate the special account information, 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 all the agreements are signed.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers shall jointly sign a tripartite supervision 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 11 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 12 in principle, the funds raised by the company shall be used for its main business. Except for financial enterprises, the investment projects of the company's raised funds 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 be invested directly or indirectly in companies whose main business is trading 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 13 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. When paying the funds of raised investment projects, the payment amount, payment time, payment method and payment object shall be reasonable and legal, and corresponding supporting materials shall be provided for filing and inquiry. Article 14 when using the raised funds, the company shall strictly perform the application and approval procedures in accordance with the relevant provisions of the company's fund approval, as follows:
(I) the use of raised funds is based on the use plan of raised funds;
(II) the plan for the use of raised funds shall be prepared and approved in accordance with the following procedures:
1. The Department in charge of the company's investment projects with raised funds shall prepare the use plan of raised funds according to the feasibility study report of the investment projects with raised funds;
2. The use plan of raised funds shall be reviewed by the general manager's office meeting;
3. The plan for the use of raised funds shall be examined and approved by the board of directors.
(III) the general manager of the company is responsible for organizing the implementation in accordance with the plan for the use of raised funds reviewed and approved by the board of directors. When using the raised funds, the specific user department (unit) shall fill in the application form, which shall be countersigned by the general manager and the chief financial officer, and then implemented by the financial department of the company.
Article 15 the raised investment project shall be organized and implemented according to the plan schedule promised by the board of directors of the company. The fund using department shall prepare a specific work schedule to ensure that all work can be completed according to the plan schedule, and regularly report the specific work schedule and actual completion schedule to the financial management center, investment management center and relevant functional departments.
Article 16 if the investment project cannot be completed according to the promised expected schedule due to unforeseen objective factors, the actual situation must be disclosed publicly and the reasons must be explained in detail.
Article 17 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 last disclosed investment plan of the raised funds exceeds 30%, the company shall adjust the investment plan of the raised funds, and disclose the latest investment plan of the raised funds, the current actual investment progress, the adjusted investment plan and the reasons for the change of the investment plan in the special report on the storage and use of the raised funds.
Article 18 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 19 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 20 if the company invests the raised capital investment project in advance with the self raised capital, it may replace the self raised capital with the raised capital within six months after the receipt of the raised capital. The replacement shall be reviewed and approved by the board of directors of the company, the assurance report issued by the accounting firm, and the explicit consent and disclosure of independent directors, the board of supervisors and the recommendation institution..
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 21 the company may temporarily use the idle raised funds to supplement the working capital, but it shall be deliberated and approved by the board of directors of the company, and the sponsor, independent directors and the board of supervisors shall express their opinions and disclose them, 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.
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.
The term "venture capital" as mentioned in this article includes stock and its derivatives investment, fund investment, futures investment, real estate investment by listed companies whose main business is non real estate, securities investment products with the above investment as the subject matter, and other investment activities recognized by Shenzhen Stock Exchange.
Article 22 If the company uses idle raised funds to supplement working capital, it shall announce the following contents within two trading days after it is 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, recommendation institutions or independent financial advisers;
(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 23 the part of the net amount of the company's actual raised funds exceeding the amount of the planned raised funds (hereinafter referred to as the over raised funds) can be used for permanent replenishment of working capital and repayment of bank loans, and the cumulative amount within each 12 months shall not exceed 30% of the total amount of the over raised funds.
If the over raised funds are used to repay bank loans or permanently supplement working capital, they shall be reviewed and approved by the general meeting of shareholders, and the online voting method shall be provided. The independent directors, recommendation institutions or independent financial advisers shall express their explicit consent and disclose. The company shall promise not to make high-risk investment or provide financial assistance to others within 12 months after replenishing working capital and disclose it to the public;
Article 24 the temporarily idle raised funds can be managed in cash, and 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 timely report to the stock exchange for filing and announcement.
Article 25 Where a company uses idle raised funds for investment products, it 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 two 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) 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, recommendation institutions or independent financial advisers.
Article 26 Where a company purchases assets from specific objects by issuing securities as payment, it shall ensure that the ownership transfer procedures of the above assets are completed before the listing of new shares, and the law firm hired by the company shall issue a special legal opinion on the completion of the asset transfer procedures.
Article 27 Where a company purchases assets from a specific object by issuing securities or raises funds for the acquisition of assets, the relevant parties shall strictly abide by and perform the relevant commitments related to the acquisition of assets. Chapter IV
