Guangzhou Zhiguang Electric Co.Ltd(002169) GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
Management system for special storage and use of raised funds
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions Chapter II special storage of raised funds Chapter III use of raised funds Chapter IV change of investment direction of raised funds Chapter V Management and supervision of raised funds 9 Chapter VI Supplementary Provisions ten
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as “the company”), improve the use efficiency of the raised funds and effectively protect the legitimate rights and interests of shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) This system is hereby formulated in combination with the actual situation of the company, such laws, regulations, rules and normative documents 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 (revised in 2022) (hereinafter referred to as the “guidelines for standardized operation”) and the relevant provisions of the articles of association.
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 the issuance of shares and their derivatives. The over raised funds refer to the part where the net amount of the actually raised funds exceeds the amount of the planned raised funds.
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 management system.
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 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 section.
Article 5 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 6 the accounting department of the company shall set up an account for the use of the raised funds and record in detail the expenditure of the raised funds and the investment of the raised funds.
The internal audit department of the company shall inspect the storage and use of the raised funds at least once a quarter and report the inspection results to the audit committee in time.
If the audit committee of the company considers that there are violations or major risks in the management of the raised funds of the company, or the internal audit department fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time. The board of directors shall report to the Shenzhen Stock Exchange and make an announcement within two trading days after receiving the report.
Article 7 the deposit, use, change and supervision of the company’s raised funds shall be carried out in strict accordance with this system. If the company suffers losses (including economic loss and reputation loss) due to violation of this system, the relevant responsible person shall be punished according to the specific situation. If necessary, the relevant responsible person shall bear the corresponding civil compensation liability. Chapter II special storage of raised funds
Article 8 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 raised funds for more than two times, it shall set up special accounts for raised funds respectively.
The over raised funds shall also be deposited in the special account for the management of the raised funds.
Article 9 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 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 sponsor or independent financial adviser;
(IV) the commercial bank shall issue a 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 tripartite agreement after the signing of the above tripartite agreement.
Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite agreement shall be signed by the company, the holding subsidiary implementing the investment project with raised funds, a commercial bank, a sponsor or an independent financial consultant, and the company and its holding subsidiary shall be regarded as a common party.
If the above three-party agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new three-party agreement with relevant parties within one month from the date of termination of the three-party agreement and make a timely announcement.
Chapter III use of raised funds
Article 10 in principle, the raised funds shall be used for the company’s main business. Except for financial enterprises, the raised funds shall not be used for high-risk investments such as securities investment and derivatives trading or provide financial assistance to others, nor shall they be directly or indirectly invested in companies whose main business is the purchase and sale 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.
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 illegitimate interests.
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 when using the raised funds, the application and approval procedures shall be strictly performed. The specific user department shall fill in the application form, which shall be executed by the financial department after being signed by the person in charge of finance, the Secretary of the board of directors, the person in charge of internal audit and the president.
Article 13 the specific use of the raised funds shall be carried out in accordance with the relevant provisions of the company’s financial management.
Article 14 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 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.
Article 15 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 balance to raise funds.
(VII) over raised funds are used for projects under construction and new projects.
The purpose of the raised funds shall be reviewed and approved by 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 16 if the surplus funds (including interest income) are less than 10% of the net funds raised by the project after the completion of a single or all raised funds investment project, the company shall perform the corresponding procedures in accordance with paragraph 1 of Article 15 when using the surplus funds.
If the surplus funds (including interest income) reach or exceed 10% of the net funds raised by 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 fund (including interest income) is less than 5 million yuan or less than 1% of the net fund raised by the project, the above procedures may be exempted, and its use shall be disclosed in the annual report.
Article 17 Where the company replaces the self raised funds invested in advance with the raised funds, the accounting firm shall issue an assurance report. 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 18 the company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, and 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 Shenzhen stock exchange for filing and announcement.
Article 19 Where the company uses the temporarily 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 and investment scope of investment products, safety analysis provided by product issuers, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
The company shall, in the event 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 warning announcement to the public, and explain the risk control measures taken by the company to ensure the safety of funds.
Article 20 if the idle raised funds of the company are temporarily used to supplement the working capital, they shall be limited to the production and operation related to the 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 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 make high-risk investments such as securities investment and derivatives trading.
Article 21 Where the company uses idle raised funds to supplement working capital, it shall timely announce the following contents after the deliberation and approval 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) 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, sponsors 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 a timely announcement after all the capital is returned.
Article 22 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 23 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 or independent financial consultant and independent directors 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 24 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. The independent directors, the board of supervisors, sponsors or independent financial advisers shall express their explicit consent and disclose, 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 repaying bank loans or replenishing working capital, and provide financial assistance to objects other than holding subsidiaries and disclose to the public;
