Hbis Company Limited(000709) raised funds management system
(revised in April 2022)
Chapter I General Provisions
Article 1 the purpose is to regulate the management and use of the funds raised by Hbis Company Limited(000709) (hereinafter referred to as “the company”) and protect the legitimate rights and interests of investors. 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 (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance by listed companies and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies of the CSRC This system is formulated in combination with the actual situation of the company, in accordance with the relevant laws, regulations, normative documents such as the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, and the 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.
Article 3 the company shall follow the principles of standardization, safety, efficiency and transparency in the use of the raised funds, abide by the commitments and pay attention to the use efficiency.
Article 4 when 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 raised funds management system.
Article 5 the company’s use of the raised funds shall comply with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the stock listing rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and other relevant laws, administrative regulations and normative documents.
Article 6 where the company suffers losses due to violation of this system, the relevant responsible person shall bear corresponding responsibilities according to law.
Chapter II storage, use and management of raised funds
Article 7 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”). The raised funds of the company shall be deposited in the special accounts determined by the board of directors for centralized management, and the special accounts 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 separate special accounts for raised funds. The part of the net amount of the actual raised funds exceeding the amount of the planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of the raised funds.
Article 8 when the amount of raised funds is large and it is necessary to open a special account in more than one bank according to the credit arrangement of the investment project, on the premise of following the principle that the funds of the same investment project are stored in the same special account, the special account may be opened in more than one bank with the approval of the board of directors, but the maximum number of deposit banks shall not exceed five. Article 9 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) account number of the special account for raised funds, items of raised funds involved in the special account, deposit amount and term; (II) if the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, the company and commercial banks shall timely notify the recommendation institution or independent financial adviser;
(III) the company shall obtain the bank statement from the commercial bank every month and send a copy to the recommendation institution or independent financial adviser;
(IV) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(V) the recommendation institution or independent financial consultant shall check the storage of the raised funds in the special account at the same time when conducting on-site investigation of the company every quarter. After the end of each fiscal year, the recommendation institution or independent financial consultant shall issue a special verification report on the deposit and use of the annual raised funds of the listed company and disclose it;
(VI) if a commercial bank fails to issue a bank statement or notify the special account of large amount withdrawal to the recommendation institution or independent financial adviser in time for three times, or fails to cooperate with the recommendation institution or independent financial adviser in querying and investigating the special account information, the recommendation institution or independent financial adviser or the company may unilaterally terminate the agreement, and the company may cancel the special account for raised funds after terminating the agreement;
(VII) 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 raised funds of the company; (VIII) rights and obligations of companies, commercial banks, recommendation institutions or independent financial advisers;
(IX) liability for breach of contract of the company, commercial bank, recommendation institution or independent financial consultant.
After the signing of the above agreement, the company shall report to the Shenzhen stock exchange for filing and announce the main contents of the agreement.
Where a company implements a raised investment project through a holding subsidiary, a tripartite supervision agreement shall be jointly signed by the listed company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers. The company and its holding subsidiary shall be regarded as a common party.
If the above agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the agreement and make a timely announcement.
Article 10 the company shall use the raised funds for the purposes listed in the prospectus or other public offering documents, and shall not change them without the approval of the general meeting of shareholders. 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.
In principle, the funds raised by the company shall be used for the main business of the company. Except for financial enterprises, the funds raised 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 11 the use of the company’s raised funds shall be subject to the joint signature system of the company’s financial director and the general manager. When using the raised funds, the application and approval procedures shall be strictly performed. The user unit shall submit an application report to the company’s financial department (signed by the person in charge of the user unit), which shall be implemented after being reviewed by the company’s financial department, signed and agreed by the person in charge of the company’s finance and reported to the general manager for approval. The unit using the raised funds shall submit the above application and approval procedures to the securities department for filing.
Article 12 the department or institution responsible for the implementation of the fund-raising project of the company shall report the specific work progress and fund use of the fund-raising project to the office of the board of directors, the finance department and the audit department at the end of each month. If the project cannot be carried out normally according to the investment plan due to unforeseen objective factors, the company shall timely perform the reporting and announcement obligations according to relevant regulations.
Article 13 the company shall comprehensively check the progress of the investment projects with raised funds every six months. 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 previously disclosed raised funds investment plan in the current year exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the previous raised funds annual investment plan, the current actual investment progress, the adjusted estimated sub annual investment plan and the reasons for the change of the investment plan in the regular report.
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) significant changes have taken place in the market environment of the projects invested with raised funds;
(II) the project invested with raised funds has been shelved for more than one year;
(III) it exceeds 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 investment projects with raised funds.
The company shall 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.
Article 15 if the company invests the raised capital investment project in advance with the self raised capital, it can replace the self raised capital with the raised capital within 6 months after the arrival of the raised capital.
If 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, the issuance of the assurance report by the accounting firm, the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant and the performance of the obligation of information disclosure. The issuance application documents have disclosed that it is planned to replace the self raised funds invested in advance with the raised funds, unless the amount invested in advance is determined.
Article 16 in order to avoid idle raised funds and improve the use efficiency of funds, the company can temporarily supplement working capital with idle raised funds. If the company uses idle raised funds to supplement working capital temporarily, it shall be reviewed and approved by the board of directors, and shall meet the following conditions:
(I) the purpose of the raised funds shall not be changed in a disguised form;
(II) it shall not affect the normal operation of the investment plan of the raised funds;
(III) the previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(IV) the time for a single replenishment of working capital shall not exceed 12 months;
(V) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading;
(VI) the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall issue their own opinions with explicit consent.
When idle raised funds are used to supplement working capital temporarily, they are only used for production and operation related to main business.
Article 17 the company’s temporary replenishment of working capital with idle raised funds shall be timely reported to Shenzhen Stock Exchange after being deliberated and approved by the company’s board of directors, and the following contents shall be announced:
(I) basic information of the raised funds, including the time, amount and investment plan of the raised funds;
(II) use of raised funds;
(III) the amount and time limit of idle raised funds to temporarily supplement working capital;
(IV) temporarily replenishing working capital with idle raised funds, the amount expected to save financial expenses, the reasons for the shortage of working capital, whether there is any behavior of changing the investment direction of raised funds in a disguised form, and measures to ensure that the normal progress of raised funds projects will not be affected;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
(VI) other contents required by Shenzhen Stock Exchange.
When the idle raised funds of less than 10% (excluding 10%) of the amount raised temporarily supplement the working capital, it must be reviewed and approved by the board of directors; When the idle raised funds exceeding 10% of the amount of the raised funds temporarily supplement the working capital, it must be deliberated and approved by the general meeting of shareholders, and the online voting method shall be provided.
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 report to Shenzhen Stock Exchange and make an announcement after all the capital is returned.
The company’s over raised funds can be used for permanent replenishment of working capital and repayment of bank loans, and the cumulative amount within each 12 months shall not exceed 30% of the total amount of over raised funds.
Where the over raised funds are used for permanent replenishment of working capital and repayment of bank loans, they shall be reviewed and approved by the general meeting of shareholders of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent and disclose them. The company shall promise not to make high-risk investments such as securities investment and derivatives trading within 12 months after replenishing working capital, and provide financial assistance to objects other than holding subsidiaries.
Article 18 the company can use idle raised funds for cash management, 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 mortgaged, and the special product settlement account (if applicable) shall not have 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 19 Where a company uses idle raised funds for cash management, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall give explicit consent. The company 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) 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) reasons for idle raised funds;
(V) 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;
(VI) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
In case of using idle raised funds for cash management in the current period, the company shall disclose the income of the reporting period and the investment share, signatory, product name, term and other information at the end of the reporting period.
When the company is faced with major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 20 the company shall ensure the authenticity and fairness of the use of the raised funds, and take effective measures to prohibit the use or misappropriation of the raised funds by related parties.
The directors and supervisors of the company shall be responsible for regulating and maintaining the safety of the company’s fund-raising and management personnel without permission, and shall be strictly prohibited from participating in the fund-raising and management personnel of the company without permission, and shall conscientiously assist them in changing the purpose of the company’s fund-raising and management.
Article 21 after the end of each fiscal year, according to the requirements of the board of directors and the authorization of the general manager, the Audit Office of the company shall comprehensively check the storage and use of the raised funds. The verification contents include:
(I) whether the raised funds are deposited in the special bank account designated by the board of directors;
(II) whether the raised funds are used for the construction projects promised by the company when raising funds;
(III) whether the raised funds are raised in accordance with the company’s requirements
