Dongguan Aohai Technology Co.Ltd(002993) measures for the administration of raised funds chapter I General Provisions
Article 1 in order to regulate the management and application of the raised funds of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the “company”), improve the efficiency of the use of the raised funds and protect the rights and interests of investors, in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China, the administrative measures for the initial public offering and listing of shares, and the administrative measures for the issuance of securities by listed companies These measures are formulated in combination with the actual situation of the company, such laws, regulations and normative documents 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 stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association.
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, 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 for specific purposes.
Article 3 the company must use the raised funds in accordance with the investment direction of the raised funds disclosed in the information and the resolutions and approval procedures of the general meeting of shareholders and the board of directors, and disclose the use and effect of the raised funds as required.
Article 4 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 prospects and profitability, effectively prevent investment risks and improve the efficiency of the use of raised funds. Article 5 the raised funds of the company shall be used for the purposes listed in the prospectus or other public or non-public offering documents, and the investment direction of the raised funds shall not be changed at will. If the company changes the use of funds listed in the prospectus or other public or non-public offering documents, a resolution must be made by the general meeting of shareholders. Article 6 if the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the company shall ensure that the subsidiaries or other enterprises controlled by the company comply with the measures for the management of raised funds.
Article 7 the directors, supervisors and senior managers of the company shall be diligent and responsible, urge the listed company to standardize the use of the raised funds, consciously maintain the safety of the raised funds of the listed company, 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 8 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 special account storage of raised funds
Article 9 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”). 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.
Article 10 in principle, the number of special accounts for raised funds (including those set up by subsidiaries of the company or other enterprises controlled by the company) shall not exceed the number of investment projects with raised funds.
If the company has raised funds for more than two times, it shall set up separate special accounts for 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 (hereinafter referred to as “Shenzhen Stock Exchange”) in advance and obtain its consent.
Article 11 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution 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 from the special account at one time or within 12 months, or 20% of the net amount of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”), the company and commercial banks shall timely notify the recommendation institution or independent financial adviser;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution or independent financial adviser;
(V) the recommendation institution or independent financial consultant can inquire the special account information at the commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial adviser and 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, recommendation institutions or independent financial advisers; (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 information of the special account, the company may terminate the agreement and cancel the special account for raised funds;
The company and the recommendation institution, independent financial consultant and commercial bank may agree on more stringent regulatory requirements than the above terms in the agreement.
The company shall timely announce the main contents of the tripartite agreement after the signing of the above agreement.
If the above agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new tripartite agreement with relevant parties within one month from the date of termination of the agreement and make a timely announcement.
Article 12 the company shall actively urge commercial banks to fulfill the agreement. If a commercial bank fails to issue a statement of account to the recommendation institution in time for three consecutive times or notify the special account of large withdrawals, or fails to cooperate with the recommendation institution in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
Chapter III use of raised funds
Article 13 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 14 in principle, the funds raised by the company shall be used for its 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 trading 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 15 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 improper interests.
Article 16 when using the raised funds, the company shall strictly perform the application and approval procedures in accordance with the relevant provisions of the company’s fund examination and approval in the use plan of the raised funds.
Article 17 the use plan of the company’s raised funds shall be prepared according to the year and project, and the specific procedures are as follows:
(I) the specific executive department shall prepare the annual use plan of raised funds;
(II) review and approval of the general manager’s office meeting;
(III) reviewed and approved by the board of directors.
Article 18 application and approval procedures for the use of raised funds:
(I) the specific user department fills in the application form;
(II) opinions signed by the person in charge of finance;
(III) approval by the general manager or authorized deputy general manager;
(IV) approval by the chairman;
(V) implemented by the finance department.
Article 19 the general manager shall be responsible for organizing the implementation of raised investment projects. The specific procedures are as follows:
(I) the construction of fixed asset investment projects shall be implemented by the company’s project management department and project implementation unit; Equity investment projects shall be implemented by the Department designated by the company in conjunction with the finance department;
(II) the project implementation unit is responsible for the formulation of project implementation plan, quality control, project progress tracking, project file management, etc;
(III) the Finance Department of the company is responsible for the arrangement, accounting record and use account management of project funds, and submits the use of raised funds to the securities department on a monthly basis;
And so on.
Article 20 after the project is delivered for use, the project user unit shall make operation data statistics, establish account and statement system, the financial department shall take the lead in organizing the project benefit evaluation, and submit the summary report, benefit evaluation report and other materials to the board of directors every six months.
Article 21 the company shall truthfully, accurately and completely disclose the actual use of the raised funds. The board of directors shall comprehensively check the progress of the investment projects with raised funds every half year, issue and disclose the special report on the storage and actual use of the company’s raised funds. During the annual audit, the company shall employ an accounting firm to issue an assurance report on the storage and use of the raised funds. The company shall disclose the assurance report issued by the accounting firm and the periodic report in the qualified media at the same time.
If there is any difference between the actual investment progress of the project invested with raised funds and the investment plan, the company shall explain the specific reasons. 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 last disclosed raised funds investment plan in the current year exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the latest annual investment plan of the raised funds, the current actual investment progress The adjusted investment plan is expected to be divided into annual investment plans and the reasons for the change of investment plans.
The accounting firm shall reasonably verify whether the special report of the board of directors has been prepared in accordance with these guidelines and relevant format guidelines, and whether it truthfully reflects the actual storage and use of the annual raised funds, and put forward the assurance conclusion.
Article 22 If the assurance conclusion is “reserved conclusion”, “negative conclusion” or “unable to put forward a conclusion”, the board of directors of the company shall analyze the reasons for the certified public accountant to put forward the conclusion in the assurance report, put forward rectification measures and disclose them in the annual report. In case of any of the following circumstances in the 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 23 If the company decides to terminate the original investment project with raised funds, it shall select a new investment project as soon as possible and scientifically.
Article 24 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:
(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 surplus raised funds.
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 deliberation procedures and information disclosure obligations shall also be performed in accordance with the relevant provisions of Chapters 9 and 10 of the listing rules.
If the company replaces the self raised funds that have been invested in the investment projects with the raised funds in advance, 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 25 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 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 listed company shall timely report to the exchange for filing and announcement.
Article 26 Where a listed company uses the temporarily idle raised funds for cash management, the term of investment products shall not exceed 12 months.
In principle, the issuer of investment products shall be a commercial bank, which shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. If it should be submitted to the general meeting of shareholders for deliberation in accordance with Chapter 9 and Chapter 10 of the Listing Rules of Shenzhen Stock Exchange, it shall also be submitted to the general meeting of shareholders for deliberation.
If the issuer of investment products is a financial institution other than a commercial bank, it shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent, and shall be submitted to the general meeting of shareholders for deliberation.
Article 27 Where idle raised funds are used to invest in products, 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 and reasons for idleness;
(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, principal guarantee commitment and safety analysis provided by the product issuer, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
The company shall, in case 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 prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 28 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 29 Where the idle raised funds of the company are temporarily used to supplement the working capital, the following conditions shall be met: (I) the purpose or purpose of the raised funds shall not be changed in a disguised form
