Dawning Information Industry Co.Ltd(603019)
Measures for the administration of raised funds
(April 2022)
Chapter I General Provisions
Article 1 in order to strengthen and standardize the management of the funds raised by Dawning Information Industry Co.Ltd(603019) (hereinafter referred to as the “company”), improve its use efficiency, promote the healthy development of the company and safeguard the legitimate interests of all shareholders, 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 measures for the administration of initial public offering and listing of shares issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) The measures for the administration of securities issuance by listed companies, 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, and other relevant laws, regulations, rules and normative documents, as well as the provisions and requirements of Dawning Information Industry Co.Ltd(603019) articles of Association (hereinafter referred to as the articles of association), are formulated in combination with the actual situation of the company.
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised by the company from investors through public issuance of securities (including initial public offering of shares, additional issuance, allotment of shares, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and non-public issuance of securities, but does not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 the use of raised funds shall be based on the principles of standardization, transparency and efficiency, deal with the relationship between investment amount, input-output and investment efficiency, and control investment risks.
Article 4 the board of directors of the company shall disclose the investment direction, use and use effect of the raised funds in accordance with the provisions, so as to fully protect the investors’ right to know.
Chapter II deposit of raised funds
Article 5 the deposit of the raised funds of the company shall adhere to the principle of special account storage and convenient supervision and management. Article 6 the raised funds of the company shall be deposited in the special account approved by the board of directors (hereinafter referred to as the “special account for raised funds”) for centralized management. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 7 after the raised funds are in place, the company shall go through the capital verification procedures in time, and the accounting firm with securities practice qualification shall issue the corresponding capital verification report.
Article 8 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the recommendation institution 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 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 recommendation institution;
(III) 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 notify the recommendation institution in time;
(IV) the recommendation institution can inquire the information of the special account for raised funds at the commercial bank at any time;
(V) liability for breach of contract of the company, commercial bank and recommendation institution.
The company shall report to the Shanghai Stock Exchange (hereinafter referred to as the “Stock Exchange”) for filing and announcement within 2 trading days after the signing of the above agreement.
If the above agreement is terminated in advance due to the change of the sponsor or commercial bank before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within two weeks from the date of termination of the agreement, and report to the stock exchange for filing and announcement within two trading days after the signing of the new agreement.
Chapter III use of raised funds
Article 9 the raised funds shall be used in strict accordance with the investment plan of the raised funds promised by the company in the issuance application documents.
Projects invested with raised funds shall comply with the provisions of the state’s industrial policies, investment management, environmental protection, land management and other laws, regulations and rules.
In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, the company shall timely report to the stock exchange and make an announcement.
Article 10 when using the raised funds, the application and examination and approval procedures shall be strictly performed.
For each expenditure involving the raised funds, the user department (unit) shall fill in the application form, which shall be signed by the person in charge of the user department (unit), and submit it to the fund management post of the finance department and the securities affairs representative of the company for review. Other expenditures of the raised investment project other than the direct external purchase of assets shall be submitted to the chief financial officer for approval, and then implemented by the finance department.
Article 11 investment projects with raised funds (hereinafter referred to as “investment projects with raised funds”) shall be organized and implemented in accordance with the schedule promised in the issuance application documents, ensure that all work is completed as planned, and regularly report the implementation progress of investment projects to the board of directors.
Article 12 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 raised investment project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised investment project (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 investment plan of the raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances occur in the raised investment project.
Article 13 the company shall not commit any of the following acts when using the raised funds:
(I) 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 the trading of securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) the raised funds are occupied or misappropriated by the controlling shareholder, the actual controller and other related persons, so as to obtain illegitimate benefits for the related persons by using the raised investment project.
Article 14 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 reviewed and approved by the board of directors of the company, and can be implemented only after the accounting firm issues an assurance report and the independent directors, the board of supervisors and the recommendation institution express their explicit consent. The company shall report to the stock exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 15 the company’s temporary use of idle raised funds to supplement working capital shall meet the following requirements: (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 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; (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).
If the company uses idle raised funds to supplement working capital temporarily, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the recommendation institution and the board of supervisors shall express their explicit consent, and report to the stock exchange and make an announcement within 2 trading days after the meeting of the board of directors. 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 the stock exchange and make an announcement within 2 trading days after all funds are returned. Article 16 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, the recommendation institution and the board of supervisors Express their explicit consent. The company shall report to the stock exchange and make an announcement within 2 trading days after the meeting 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 change of raised investment projects.
Article 17 after all the projects invested by raising funds are completed, if the surplus raised funds (including interest income) are more than 10% of the net raised funds, the company can use the surplus raised funds only after the deliberation and approval of the board of directors and the general meeting of shareholders and the express consent of the independent directors, the recommendation institution and the board of supervisors. The company shall report to the stock exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised capital (including interest income) is less than 10% of the net raised capital, it shall be considered and approved by the board of directors and can be used only after the independent directors, the recommendation institution and the board of supervisors express their explicit consent. The company shall report to the stock exchange and make an announcement within 2 trading days after the meeting of the board of directors.
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.
Chapter IV change of investment direction of raised funds
Article 18 in case of any change of the company’s raised investment project, it shall be deliberated and approved by the board of directors and the general meeting of shareholders, and the change can be made only after the independent directors, the recommendation institution and the board of supervisors express their explicit consent.
If the company only changes the implementation place of the raised investment project, it may be exempted from the procedures in the preceding paragraph, but it shall be deliberated and approved by the board of directors of the company, report to the stock exchange within 2 trading days, and announce the reasons for the change and the opinions of the recommendation institution.
Article 19 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 20 if the company intends to change the raised investment project, it shall report to the stock exchange within 2 trading days after submitting it to the board of directors for deliberation and announce the following contents:
(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) description that the new raised investment project has been obtained or has yet to be approved by relevant departments (if applicable);
(V) opinions of independent directors, the board of supervisors and the recommendation institution on the change of raised investment projects;
(VI) explanation that the change of raised investment project needs to be submitted to the general meeting of shareholders for deliberation;
(VII) other contents required by the stock exchange.
Where a new raised investment project involves related party transactions, purchase of assets and foreign investment, it shall also be disclosed with reference to the provisions of relevant rules.
Article 21 if the company changes the raised investment project for the acquisition of the assets (including interests) of the controlling shareholder or actual controller, it shall ensure that it can effectively avoid horizontal competition and reduce related party transactions after the acquisition.
Article 22 If the company plans to transfer or replace the raised investment projects (except for the transfer or replacement of all the raised investment projects in the company’s major asset restructuring), it shall report to the stock exchange and announce the following contents within 2 trading days after submitting them to the board of directors for deliberation:
(I) specific reasons for external transfer or replacement of raised investment projects;
(II) the amount of the project invested with the raised funds;
(III) completion degree and realized benefits of the project;
(IV) basic information, feasibility analysis and risk prompt of the replacement project (if applicable);
(V) pricing basis and relevant income of transfer or replacement;
(VI) opinions of independent directors, board of supervisors and recommendation institutions on the transfer or replacement of raised investment projects;
(VII) explanation that the transfer or replacement of raised investment projects need to be submitted to the general meeting of shareholders for deliberation;
(VIII) other contents required by the stock exchange.
The company shall pay full attention to the collection and use of the transfer price, the change of ownership of the exchanged assets and the continuous operation of the exchanged assets, and perform the necessary obligation of information disclosure.
Chapter V Administration and supervision of the use of raised funds
Article 23 the board of directors of the company shall comprehensively check the progress of raised investment projects every half a year and issue a special report on the storage and actual use of raised funds of the company. The special report on the deposit and actual use of the company’s raised funds shall be deliberated and approved by the board of directors and the board of supervisors, and shall be reported to the stock exchange and announced within 2 trading days after being submitted to the board of directors for deliberation.
Article 24 the recommendation institution shall conduct on-site investigation on the deposit and use of the company’s raised funds at least once every half a year.
After the end of each fiscal year, the recommendation institution shall issue a special verification report on the deposit and use of the company’s annual raised funds, and submit it to the stock exchange when the company discloses the annual report. The verification report shall include the following contents:
(I) deposit and use of raised funds and balance of special account;
(II) the progress of the project with raised funds, including the difference from the progress of the investment plan with raised funds; (III) replacement of self raised funds invested in projects with raised funds in advance (if applicable);
(IV) situation and effect of idle raised funds to supplement working capital (if applicable);
(V) change of investment direction of raised funds (if applicable);
(VI) concluding opinions on whether the deposit and use of the company’s raised funds are in compliance;
(VII) other contents required by the stock exchange.
After the end of each fiscal year, the board of directors of the company shall disclose the concluding opinions of the special verification report of the sponsor in the special report on the deposit and actual use of the company’s raised funds.
Article 25 the audit committee of the board of directors, the board of supervisors or more than half of the independent directors may employ an accounting firm to conduct a special audit on the deposit and use of the raised funds and issue a special audit report. The board of directors shall actively cooperate, and the company shall bear the necessary expenses.
The board of directors shall report to the stock exchange and make an announcement within 2 trading days after receiving the special audit report of certified public accountants. If the special audit report of the accounting firm considers that there are violations in the management of the company’s raised funds, the board of directors shall also announce the violations in the storage and use of the raised funds, the consequences that have been or may be caused, and the measures that have been or will be taken.
Chapter VI supplementary provisions
Article 26 these Measures shall come into force after being deliberated and adopted by the general meeting of shareholders.
