Jiangsu Bide Science And Technology Co.Ltd(605298)
Management system of raised funds
(Draft)
Chapter I General Provisions
Article 1 in order to regulate the management of the raised funds of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as the “company”) and improve the efficiency of the use of the raised funds, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), 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 the raised funds of listed companies (revised in 2022) This system is formulated in accordance with the relevant provisions of laws, regulations, normative documents and the articles of association, such as the Listing Rules of Shanghai Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and in combination with the actual situation of the company.
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 public issuance 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, issuance of warrants, etc.) and non-public issuance of shares. However, it does not include the funds raised by the company through the implementation of the equity incentive plan.
Chapter II deposit of raised funds
Article 3 after the raised funds are in place, the company shall go through the capital verification procedures in time, and an accounting firm that meets the provisions of the Securities Law shall issue a capital verification report.
Article 4 the raised funds of the company shall be deposited in the special account approved by the board of directors (hereinafter referred to as the “special account for raised funds”) for centralized management, and the special account shall not be used for non raised funds or other purposes.
Article 5 the use and management of the special account for raised funds shall follow the following principles:
(I) the company adheres to the principle of centralized storage and easy supervision. The funds of different raised capital investment projects (hereinafter referred to as raised investment projects) shall not be stored in a special account for raised funds, and the special account for raised funds shall not be used for non raised funds or other purposes.
(II) the company shall obtain the bank statement of the special account for raised funds from the commercial bank that deposits the raised funds (hereinafter referred to as the commercial bank) every month, and the commercial bank shall send a copy of the statement to the recommendation institution at the same time.
(III) the company has withdrawn more than 50 million yuan from the special account for raised funds at one time or within 12 months, and reached the net amount after deducting the issuance expenses from the total amount of raised funds (hereinafter referred to as the net amount of raised funds)
(IV) the recommendation institution may inquire the information of the special account for raised funds at the commercial bank at any time.
Article 6 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the recommendation institution and the commercial bank storing the raised funds to clearly stipulate the use and management principles of the special account for raised funds stipulated in this system and the liability for breach of contract of the company, commercial bank and recommendation institution.
Article 7 after the signing of the tripartite supervision agreement on the special account for the storage of raised funds, the company shall report to the Shanghai stock exchange for filing and announcement within 2 trading days.
If the above-mentioned agreement is terminated in advance due to changes in the recommendation institution or commercial bank 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 report to Shanghai stock exchange for filing and announcement within two trading days after the signing of the new agreement.
Chapter III use of raised funds
Article 8 the company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents. In principle, the raised funds shall be used for the main business. The use of raised funds shall not be subject to 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 9 when using the raised funds, the company shall strictly perform the application and examination and approval procedures. The user department or unit shall submit an application report for the use of the raised funds, including the application purpose, amount, time of withdrawal or allocation, etc. Within the scope of the use plan of the raised funds or the company’s budget, the company’s financial department shall report for approval and appropriation according to the relevant provisions of the company.
Article 10 if the amount of raised funds used is higher than the planned amount of raised funds due to special reasons, the using department or unit shall prepare an over budget report of the investment project, detailing the reasons for the over budget, the description of the preparation of the new budget and the measures to control the budget, and review and approve it according to the following procedures:
(I) when the actual investment exceeds the budget by less than 10% (including 10%), it shall be reviewed and approved by the general manager;
(II) when the actual investment exceeds the budget by more than 10% and less than 20% (including 20%), it shall be reviewed by the board of directors
(III) when the actual investment exceeds the budget by more than 20%, it shall be deliberated and approved by the general meeting of shareholders.
Article 11 if the company considers that there are circumstances that seriously affect the normal progress of the use plan of the raised funds, it shall timely report to the Shanghai Stock Exchange and make an announcement.
Article 12 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 raised investment project. If necessary, the company may hire a service institution or expert team to demonstrate and evaluate 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 raised investment project (if any) 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 put on hold 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.
Article 13 if the company invests the raised investment project in advance with the self raised funds, it can replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds. The matter of replacement shall be reviewed and approved by the board of directors of the company, and shall not be implemented until an assurance report is issued by an accounting firm, and the independent directors, the board of supervisors and the recommendation institution give their explicit consent.
Article 14 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) it has good liquidity and shall not affect the normal progress of the investment plan of the raised funds. Investment products shall not be pledged, and the special settlement account for products (if any) shall not deposit non raised funds or be used for other purposes. Where a special product settlement account is opened or cancelled, the company shall timely report to the Shanghai stock exchange for filing and make an announcement.
The company’s use of idle raised fund investment products shall be reviewed and approved by the board of directors, and can be implemented only after the independent directors, the board of supervisors and the recommendation institution 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 and recommendation institutions.
Article 15 the company may temporarily use the idle raised funds to supplement the working capital, but it 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 raised for temporary replenishment of working capital that have been returned and expired (if applicable) the company’s use of idle raised funds for temporary replenishment of working capital shall be reviewed and approved by the board of directors and implemented after the express consent of independent directors, the board of supervisors and the recommendation institution. 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 16 the company may use the part of the net amount of the actually raised funds that exceeds the amount of the planned raised funds (hereinafter referred to as the over raised funds) to permanently supplement the working capital or repay the bank loan, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of the over raised funds, and shall promise not to make high-risk investment or provide financial assistance to objects other than the holding subsidiary within 12 months after supplementing the working capital..
If the company uses the over raised funds for permanent replenishment of working capital or repayment of bank loans, it shall be deliberated and approved by the board of directors and the general meeting of shareholders (and provide online voting method), and can be implemented only after the independent directors, the board of supervisors and the recommendation institution Express their explicit consent. The company shall timely announce the following contents after the deliberation of the board of directors: (I) the basic information of the raised funds, including the time of raising, the amount of raised funds, the net amount of raised funds, the amount of over raised funds and the 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.
If 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, scientifically and prudently analyze the feasibility of investment projects and timely fulfill the obligation of information disclosure in accordance with the provisions of this system on the change of raised investment projects.
Article 17 after the completion of a single raised investment project, the company may use the surplus raised funds (including interest income, the same below) of the project for other raised investment projects. If the company uses the surplus raised funds of a single raised investment project for other raised investment projects, it shall be reviewed and approved by the board of directors and implemented only after the independent directors, the board of supervisors and the recommendation institution express their explicit consent. The company shall make a timely announcement after the deliberation of the board of directors.
If the surplus raised funds (including interest income) are less than 1 million yuan 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 18 after all the projects invested by raising funds are completed, the company can use the surplus raised funds (including interest income, the same below). The company’s use of the surplus funds raised by raised investment projects shall be reviewed and approved by the board of directors, and can be implemented only after the independent directors, the board of supervisors and the recommendation institution express their explicit consent. The company shall make a timely announcement after the deliberation of the board of directors. If the surplus raised funds (including interest income) exceed 10% of the net raised funds, it shall also be deliberated and approved by the general meeting of shareholders.
If the surplus raised funds (including interest income) are less than 5 million yuan or less than 5% of the net raised funds, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the latest periodic report.
Chapter IV Implementation and management of investment projects with raised funds
Article 19 the general manager of the company shall be responsible for organizing the implementation of raised investment projects. In the process of project investment, the project implementation unit is responsible for the formulation of implementation plan, project implementation, quality control, project progress tracking, establishment of project management archives, etc., so as to ensure that all work can be completed according to the planned progress, and regularly report the specific work progress to the asset operation Department, finance department and board office of the company.
Article 20 the asset management department of the company shall check the implementation progress of the raised investment projects every quarter and form written materials to report to the general manager. The financial department of the company is responsible for the scheduling and arrangement of funds, and shall establish relevant accounting records and account books for activities involving the use of raised funds.
Article 21 after the completion of the raised investment project, the asset operation Department of the company, together with the project implementation unit, the finance department, the audit department and the external organization of the company, shall carry out the completion acceptance. After the completion acceptance, the project implementation unit shall prepare the project evaluation report in time, and the asset operation department shall take the lead in organizing the final settlement and benefit evaluation of the project, and submit the evaluation report, final settlement report and benefit evaluation report to the board of directors in time.
Article 22 If the project implementation needs to be terminated, the investment exceeds the budget, and the progress is delayed due to major changes in relevant national policies, market environment, relevant technologies, partners and other factors, the relevant departments or units shall report to the general manager and the board of directors in time. After the approval of the general meeting of shareholders, the termination of the project and the increase of investment can be implemented.
Article 23 after the raised investment project is delivered for use, the project user unit shall make operation data statistics, establish account and statement system, and submit the project investment effect evaluation report to the asset management department on a semi annual and annual basis. The asset management department shall submit the summary report on the use of raised funds and the benefit accounting of the projects put into operation to the board of directors on a semi annual and annual basis.
Chapter V change of investment direction of raised funds
Article 24 If the company changes the project invested with raised funds, the raised funds shall still be invested in the main business.
The company shall scientifically and prudently carry out the feasibility analysis of new raised investment projects, make sure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
In case of any of the following circumstances, the company shall be deemed to have changed the purpose of the raised funds, and shall make a timely announcement after the deliberation and approval of the board of directors, and perform the deliberation procedures of the general meeting of shareholders:
(I) cancel or terminate the original fund-raising project and implement it
