Suzhou Veichi Electric Co.Ltd(688698)
Management system of raised funds
Suzhou Veichi Electric Co.Ltd(688698) (hereinafter referred to as "the company") in order to regulate the storage, use and management of raised funds, ensure the safety of raised funds and maximize the legitimate rights and interests of investors, in accordance with the company law of the people's Republic of China, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as "the Listing Rules") and the articles of association, Formulate this system. Chapter I General Provisions
Article 1 the term "raised funds" as mentioned in this system refers 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 bonds, etc.) and non-public offering of shares for specific purposes, but does not include the funds raised by the company through the implementation of equity incentive plan.
Article 2 after the funds raised from the issuance of stocks, convertible bonds or other securities are in place, the company shall go through the capital verification procedures in time, and the capital verification report shall be issued by an accounting firm with securities practice qualification.
Article 3 the company shall sign a tripartite supervision agreement on the use supervision of raised funds (hereinafter referred to as the "agreement") with the recommendation institution and the commercial bank storing the raised funds within one month after the raised funds are in place, and report to the Shanghai stock exchange for filing within two trading days after the agreement is signed. 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, the deposit amount and term; (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; (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 and commercial banks shall timely notify the recommendation institution;
(V) the sponsor can inquire the information of the special account for raised funds at the commercial bank at any time;
(VI) supervision responsibilities of sponsors, notification and cooperation responsibilities of commercial banks, and supervision methods of sponsors and commercial banks on the use of raised funds of the company;
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.
Article 4 the raised funds can only be used for the use of the raised funds promised by the company in the issuance application documents. The company's change in the use of raised funds must be approved by the general meeting of shareholders, and perform the obligation of information disclosure and other relevant legal obligations.
Article 5 the board of directors of the company is responsible for formulating the detailed use plan of the raised funds, organizing the specific implementation of the application projects of the raised funds, and making the use of the raised funds open, transparent and standardized. If the application project of raised funds is implemented through the company's subsidiaries or other enterprises controlled by the company, the company shall take appropriate measures to ensure that the subsidiaries or other controlled enterprises comply with the provisions of this system.
Article 6 the company shall timely disclose the use of the raised funds and fulfill the obligation of information disclosure in accordance with the provisions of the company law, the securities law, the listing rules and other laws, regulations and normative documents.
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 legal liabilities including but not limited to civil compensation in accordance with the provisions of relevant laws and regulations.
Chapter II deposit of raised funds
Article 8 in order to ensure the safe use and effective supervision of the raised funds, the company shall open a special bank account in a legally qualified commercial bank for the deposit, receipt and payment of the raised funds. The company may open multiple special accounts according to the application of the raised funds, but the number of special accounts for raised funds shall not exceed the number of projects invested by the raised funds in principle. If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
The actual net amount of raised funds exceeding the planned amount of raised funds (hereinafter referred to as "over raised funds") shall also be deposited in the special account for the management of raised funds.
Article 9 the company implements a special account storage system for the raised funds. Except for the special account for raised funds determined by the board of directors, the company shall not deposit the raised funds in other bank accounts (including but not limited to basic accounts, other special accounts and temporary accounts); The company shall not deposit production and operation funds, bank loans and other funds in the special account for raised funds determined by the board of directors.
Article 10 if the company opens multiple special bank accounts for raised funds, it must be arranged on the principle that the funds of the same project using raised funds are stored in the same special account.
agreement. If the commercial bank fails to issue a statement of account or notify the sponsor of the large withdrawal of the special account for three consecutive times, or fails to cooperate with the sponsor in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
Chapter III use of raised funds
Article 12 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 timely report to the Shanghai Stock Exchange and make an announcement.
Article 13 in principle, the funds raised by the company shall be used for its main business. The company shall not commit any of the following acts when using the raised funds:
(I) except for financial enterprises, 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 trading securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) provide the raised funds directly or indirectly to the controlling shareholder, actual controller 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.
The use of the funds raised by the company shall comply with the national industrial policies and relevant laws and regulations, and shall invest in the field of scientific and technological innovation.
Article 14 when the company invests in the project with raised funds, the capital expenditure must strictly comply with the provisions of the company's fund management system and this system, and perform the examination and approval procedures. The funds raised can be used after being proposed by the chairman of the board of directors and signed by the person in charge of the project, and then reported to the financial department for use after being approved by the chairman of the board of directors; If it exceeds the scope authorized by the board of directors, it shall be reported to the board of directors for approval.
Article 15 the company shall take measures to ensure the authenticity and fairness of the use of the raised funds, prevent the raised funds from being occupied or misappropriated by related parties, and take effective measures to prevent related parties from using the raised funds to invest in projects to obtain illegitimate interests. When paying the project funds for the use of raised funds, the payment amount, payment time, payment method and payment object shall be reasonable and legal, and corresponding supporting materials shall be provided for the record and inquiry of the board of directors.
Article 16 the application project of raised funds shall be organized and implemented according to the plan schedule promised by the board of directors of the company. The fund use department shall prepare a specific work schedule to ensure that all work can be completed according to the plan schedule, and regularly submit the specific work schedule and actual completion schedule to the financial management center and the Secretary of the board of directors.
Article 17 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 18 the company shall, after the end of each fiscal year, comprehensively verify the progress of the investment projects with raised funds. If the difference between the actual use of the raised funds in the year of the raised funds investment project and the estimated use amount of the previously disclosed raised funds investment plan in the current year exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the annual investment plan of the previously raised funds, the current actual investment progress, the adjusted expected sub annual investment plan and the reasons for the change of the investment plan in the special description of the annual use of the raised funds.
Article 19 in case of any of the following circumstances in the application project of raised funds, the company shall check the feasibility and expected income of the project, decide whether to continue the implementation of the project, and 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: (I) significant changes have taken place in the market environment involved in the application project of raised funds;
(II) the application project of raised funds has been shelved for more than one year;
(III) exceeding the completion period of the investment plan of the previously raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal situations in the use of raised funds.
Article 20 if the company decides to terminate the project of using the original raised funds, it shall scientifically select a new investment project as soon as possible.
Article 21 Where the company replaces the self raised funds that have been invested in the investment projects of the raised funds in advance with the raised funds, it can only be implemented after the deliberation and approval of the board of directors of the company, the certification report issued by the certified public accountant, the express consent of the independent directors, the board of supervisors and the recommendation institution and the performance of the obligation of information disclosure. The replacement time shall not exceed 6 months from the arrival time 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 report to the exchange and make an announcement within 2 trading days after the replacement is completed.
Article 22 Where the company changes the implementation location of the investment project with raised funds, it shall be deliberated and approved by the board of directors of the company, report the transaction within 2 trading days, and announce the reasons for the change and the opinions of the recommendation institution. If the company changes the implementation methods such as the implementation subject of the raised investment project and the purchase method of major assets, it is deemed to change the investment direction of the raised funds. Article 23 the company may temporarily use idle raised funds to supplement working capital, but the following conditions shall be met:
(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, the board of supervisors and the recommendation institution 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 24 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 the company shall promise not to make high-risk investment or provide financial assistance to others within 12 months after replenishing working capital.
Article 25 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, and the online voting method shall be provided for shareholders, and the independent directors, the board of supervisors and the recommendation institution 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 and recommendation institutions.
Article 26 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 articles 30 to 34 of these measures, scientifically and prudently analyze the feasibility of investment projects, and timely fulfill the obligation of information disclosure.
Article 27 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 operation of the investment plan of the raised funds, the investment products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes. If the special settlement account for products is opened or cancelled, the company shall report to Shanghai stock exchange for filing and announcement within 2 trading days.
The use of idle raised funds to invest in products shall be examined and approved by the board of directors of the listed company, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. A listed 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) 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 and recommendation institutions.
Article 28 the board of directors of the company authorizes the chairman of the board of directors to be specifically responsible for the implementation of the project within the scope of the publicly disclosed application projects of the raised funds, including but not limited to signing or authorizing others to sign the legal documents related to the implementation of the project and approving the use and expenditure of the raised funds.
Article 29 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 within 2 trading days after the meeting of the board of directors
