Huasi Holding Company Limited(002494)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to further regulate the management and use of the publicly raised funds of Huasi Holding Company Limited(002494) (hereinafter referred to as “the company”), improve the efficiency and effect of the use of the raised funds, prevent the risk of the use of funds, ensure the safety of the use of funds and effectively protect the interests of investors, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange This system is formulated in accordance with the provisions of relevant 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 guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and the actual situation of the company. Article 2 the raised funds referred to in this system refer to the funds raised from investors and used for specific purposes by the company through public issuance of securities (including initial issuance of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, separately traded convertible corporate bonds, corporate bonds, warrants, etc.) and non-public issuance of securities.
Article 3 the board of directors of the company shall be responsible for establishing and improving the management system of the company’s raised funds and ensuring the effective implementation of the system. The finance department is responsible for the daily management of the raised funds, including the storage, use and account management of the raised funds, and recording in detail the expenditure of the raised funds and the investment of the raised investment projects. The board of directors of the company shall disclose the use of the raised funds in a timely manner.
Article 4 Where a raised capital investment project (hereinafter referred to as “raised capital investment project”) is implemented through a subsidiary or other controlled enterprise of the company, the company shall ensure that the subsidiary or other controlled enterprise complies with the raised capital management system.
Article 5 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.
Article 6 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.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds, and employ an accounting firm to verify the storage and use of the raised funds at the same time of the annual audit.
Article 7 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.
Chapter II deposit of raised funds in special account
Article 8 the raised funds of the company shall be deposited in a special account (hereinafter referred to as “special account”) determined by the board of directors for centralized management. The company shall carefully select commercial banks to open a special account, 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 a special account for raised funds independently.
If the actual net amount of raised funds exceeds the planned amount of raised funds (hereinafter referred to as “over raised funds”), it shall also be deposited in the special account for the management of raised funds.
If the company intends to increase the number of special accounts for raised funds due to the small number of investment projects with raised funds, it shall submit a written application to Shenzhen Stock Exchange in advance and obtain the consent of Shenzhen Stock Exchange.
Article 9 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution or independent financial consultant 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 includes 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 amount withdrawn by the company from the special account in one time or within 12 months exceeds 50 million yuan or 20% of the net amount of the total amount of the issued funds after deducting the issuance expenses (hereinafter referred to as the “net amount of the raised funds”), 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) rights, obligations and liabilities for breach of contract of the company, commercial banks, sponsors or independent financial advisers.
(VII) the supervision responsibilities of the recommendation institution or independent financial consultant, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution and the commercial bank on the use of the company’s raised funds;
(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 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, 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-mentioned 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 timely submit it to Shenzhen stock exchange for filing before making an announcement.
Article 10 the company shall actively urge commercial banks to perform the agreement.
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 raised funds shall be used for the company’s main business. The projects raised and invested by 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 be invested directly or indirectly 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 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 investment projects to obtain improper interests.
Article 14 when using the raised funds, the project responsible department of the company shall prepare the plan for the use of the raised funds, organize relevant departments to review it, review it according to the procedures specified by the company, submit it to the general manager team for discussion, the general manager for approval and the board of directors for approval. The approved plan for the use of raised funds shall be filed with the audit department.
Article 15 the use of raised funds shall be carried out in strict accordance with the approved plan for the use of raised funds, and the examination and approval procedures for the use of funds must comply with the company’s provisions on the management of examination and approval procedures for the use of funds.
Article 16 the general manager shall convene the relevant departments of the project to hold an office meeting every quarter to check the progress of the raised investment project and the use of the raised investment funds, and submit a stage summary report to the board of directors in writing.
Article 17 the company shall comprehensively check the progress of raised investment projects after the end of each fiscal year. If the difference between the actual use of the raised funds in the year of the raised investment project and the estimated use amount of the last disclosed investment plan of the raised funds in the current year exceeds 30%, the company shall adjust the investment plan of the raised funds, and disclose the latest annual investment plan of the raised funds, the current actual investment progress, the estimated annual investment plan after adjustment and the reasons for the change of the investment plan in the special description of the annual use of the raised funds.
Article 18 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, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised capital investment plan 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 latest raised capital investment plan and the amount of raised capital investment does not reach 50% of the relevant plan amount;
(IV) other raised investment projects have abnormal conditions.
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 raised investment project, it shall select a new investment project in a timely and scientific manner.
Article 20 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 recommendation institution or the independent financial adviser shall express their explicit consent:
（1） Replace the self raised funds that have been invested in the project with the raised funds in advance;
（2） Use the temporarily idle raised funds for cash management;
（3） Use the temporarily idle raised funds to supplement the working capital temporarily;
（4） Change the purpose of the raised funds;
（5） Change the implementation location of the project invested by the raised funds;
（6） 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 review procedures and information disclosure obligations shall also be performed in accordance with relevant provisions.
Article 21 Where the company replaces the self raised funds invested in advance with the raised funds, the accounting firm shall issue an assurance report.
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 22 the raised funds temporarily idle may be temporarily used to supplement working capital. The temporary replenishment of working capital 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.
Article 23 the company may temporarily use idle raised funds to supplement working capital, but the following conditions shall be met:
(I) it is not allowed to change the purpose of the raised funds in a disguised form or affect the policy 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 invest in securities investment, derivatives trading and other venture capital. Article 24 Where a company uses idle raised funds to supplement working capital temporarily, it shall be examined and approved by the board of directors, and the following contents shall be announced within 2 trading days:
And 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 replenishing working capital, the company shall return this part of funds to the special account for raised funds and make an announcement within 2 trading days after all funds are returned.
Article 25 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 according to the following sequence:
(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 26 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; If a project is implemented through a subsidiary, a special account for the raised funds shall be established in the subsidiary. If the over raised funds are only used for capital increase to subsidiaries, it shall be handled with reference to the relevant provisions on repayment of bank loans or supplement of working capital with over raised funds.
When the company uses the over raised funds for projects under construction and new projects, the recommendation institution or independent financial consultant and independent director shall issue special opinions. If it should be submitted to the general meeting of shareholders for deliberation in accordance with Chapter 9 and Chapter 10 of the stock listing rules of Shenzhen Stock Exchange, it should also be submitted to the general meeting of shareholders for deliberation.
When using the over raised funds for projects under construction and new projects, the company shall perform the obligation of information disclosure in accordance with the requirements of Chapters 9 and 10 of the stock listing rules of Shenzhen Stock Exchange.
Article 27 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, recommendation institutions or independent financial advisers shall express their 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 28 Where the company uses the temporarily idle raised funds for cash management, the term of investment products shall not exceed 12 months, and the following conditions must be met:
(I) high security, meeting the principal guarantee requirements, and the product issuer can provide the principal guarantee commitment;
(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
