Keeson Technology Corporation Limited(603610)
Administrative measures for the use of raised funds
Chapter I General Provisions
Article 1 in order to standardize the use and management of the raised funds of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), improve the use efficiency of the raised funds, prevent the use risks of the funds, ensure the safe use of the funds and 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, the measures for the administration of initial public offering and listing, and the measures for the administration of securities issuance of listed companies These measures are formulated in combination with the actual situation of the company, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shanghai Stock Exchange, the measures for the management of raised funds of listed companies of Shanghai Stock exchange (revised in 2013) and other laws, regulations and normative documents, as well as the requirements of Keeson Technology Corporation Limited(603610) articles of association.
Article 2 the funds raised in these Measures refer to the funds raised by the company from investors through public offering of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and non-public offering of Securities for specific purposes, but do not include the funds raised by the company through the implementation of equity incentive plan.
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.
Article 3 the company shall truthfully, accurately and completely disclose the actual use of the raised funds. 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 management system for raised funds shall clearly stipulate the storage, use, change, supervision and accountability of the special account for raised funds.
If the raised capital investment project (hereinafter referred to as “raised capital investment project”) 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 its raised capital management system.
Article 4 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 5 the controlling shareholders and actual controllers of the company shall not directly or indirectly occupy or misappropriate the company’s raised funds, and shall not use the company’s raised funds and raised investment projects to obtain illegitimate interests.
Article 6 the sponsor or the financial consultant shall perform the duties of supervision and management of the listed company’s raised funds in accordance with these measures. Chapter II deposit of raised funds
Article 7 the company shall carefully select commercial banks and open special accounts for raised funds. The raised funds shall be deposited in the special accounts approved by the board of directors (hereinafter referred to as “special accounts for raised funds”) for centralized management. The special account for raised funds shall not deposit non raised funds or be used for 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 8 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the sponsor or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as “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 account number of the special account for raised funds, the items of raised funds involved in the special account and the deposit amount;
(III) 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 sponsor or independent financial adviser;
(IV) 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 timely notify the sponsor or independent financial adviser;
(V) the sponsor or independent financial consultant can inquire the information of the special account for raised funds 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) liability for breach of contract of the company, commercial bank, sponsor or independent financial consultant;
(VIII) if the commercial bank fails to issue a statement of account to the sponsor or independent financial adviser in time for three times, or fails to cooperate with the sponsor or independent financial adviser in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
The company shall report to the Shanghai stock exchange for filing and make an announcement within 2 trading days after the signing of the above agreement. If the above agreement is terminated in advance before the expiration of the term of validity, the company shall sign a new agreement with relevant parties within two weeks from the date of termination of the agreement and make a timely announcement.
Chapter III use of raised funds
Article 9 the company shall make clear provisions on the application, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds.
Article 10 the company shall use the raised funds in accordance with the use 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. If the raised investment project has not been completed beyond the original completion deadline and plans to continue to be implemented, the company shall timely disclose the specific reasons for the failure to complete on schedule, explain the current storage and account holding of the raised funds, whether there are circumstances affecting the normal progress of the use plan of the raised funds, the expected completion time, relevant measures to ensure the completion on schedule after the delay, and perform the corresponding decision-making procedures for the delay of the raised investment project.
Article 11 in principle, the funds raised by the company shall be used for its main business.
The use of raised funds shall not have the following acts:
(I) except for financial enterprises, raised investment projects are financial investments such as holding trading financial assets and other equity instruments, lending to others and entrusted financial management, which are directly or indirectly invested in companies whose main business is trading securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) directly or indirectly provide the raised funds to the controlling shareholders, actual controllers and other related persons for use, so as to facilitate the related persons to obtain illegitimate interests by using the raised investment project;
(IV) other acts in violation of the provisions on the management of raised funds.
Article 12 the use of raised funds shall be applied for and approved in accordance with the following procedures:
(I) the specific user department fills in the application form;
(II) opinions signed by the chief financial officer;
(III) approval by the chairman;
(IV) implemented by the financial department.
Article 13 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 and the reasons for abnormalities in the latest periodic report. If it is necessary to adjust the raised capital investment plan, the adjusted raised capital investment plan shall be disclosed at the same time:
(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 abnormal situations in the raised investment project.
Article 14 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) 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.
If related matters involve related party transactions, asset purchases, foreign investment, etc., the review procedures and information disclosure obligations shall also be performed in accordance with the relevant systems of the company.
Article 15 if the company invests self raised funds into projects invested with raised funds in advance, it may replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds.
The replacement shall be reviewed and approved by the board of directors of the company, the accounting firm shall issue an assurance report, and the independent director, the board of supervisors, the sponsor or the independent financial consultant shall give explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 16 the company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not be longer than the use term authorized by internal resolutions, and shall not exceed 12 months. After the due funds of the above-mentioned investment products are returned to the special account for raised funds on schedule and announced, the company can carry out cash management again within the authorized period and amount, and its investment 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 report to Shanghai stock exchange for filing and announcement within 2 trading days.
Article 17 the use of idle raised funds to invest in products shall be examined and approved by the board of directors of the company, and the independent directors, the board of supervisors, the sponsor or the independent financial adviser shall express their explicit consent. The company shall announce the following contents within 2 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) use of 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 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 18 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 directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc; (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, sponsors, independent financial advisers and the board of supervisors shall express their explicit consent. The company shall report to the Shanghai 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 Shanghai Stock Exchange and make an announcement within 2 trading days after the return of all funds.
Article 19 the part of the net funds actually raised by the company that exceeds the planned amount of funds raised (hereinafter referred to as “over raised funds”) can be used for permanent replenishment of working capital or repayment of bank loans, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, and it shall promise not to make high-risk investment and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
Article 20 Where the over raised funds are used for permanent replenishment of working capital or repayment of bank loans, they shall be deliberated and approved by the board of directors and the general meeting of shareholders of the company, and the online voting method shall be provided for shareholders. The independent directors, the board of supervisors, sponsors or independent financial advisers shall express their explicit consent. The company shall report to the Shanghai Stock Exchange within 2 trading days after the meeting of the board of directors and announce the following contents:
(I) basic information of the funds raised this time, including the time of raising, amount of funds raised, net amount of funds raised, over raised amount and investment plan;
(II) use of raised funds;
(III) the necessity and detailed plan for permanently replenishing working capital or repaying bank loans with over raised funds;
(IV) commitment not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital;
(V) the impact of permanently replenishing working capital or repaying bank loans with over raised funds on the company;
(VI) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
Article 21 Where the company uses the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, apply the relevant provisions of these measures on the change of raised funds, scientifically and prudently analyze the feasibility of investment projects, and timely fulfill the obligation of information disclosure.
Article 22 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 only be used after the opinions of independent directors, sponsors and the board of supervisors are expressed. The company shall report to the Shanghai 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 23 after all the projects invested by raising funds are completed, the surplus raised funds (including interest income) shall be deliberated and approved by the board of directors, and the independent directors, sponsors and the board of supervisors shall express their explicit consent. The surplus raised funds (including interest income) account for 10% of the net raised funds
