Measures for the administration of raised funds
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Gosun Holdings Co.Ltd(000971) (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, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The company’s measures for the administration of raised funds (hereinafter referred to as the “measures”) are hereby formulated in accordance with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Gosun Holdings Co.Ltd(000971) articles of Association (hereinafter referred to as the “articles of association”) and other documents.
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 where a project invested with raised funds (hereinafter referred to as “project invested with raised funds”) is implemented through a subsidiary, the company shall ensure that the subsidiary complies with these measures.
Article 4 the use of raised funds shall adhere to the principles of careful planning, careful calculation, standardized operation, openness and transparency.
Article 5 if the company suffers losses due to the use of raised funds in violation of national laws, regulations and the articles of association, the relevant responsible persons shall bear civil liability for compensation.
Chapter II deposit of raised funds in special account
Article 6 the company shall carefully select commercial banks and open special accounts for raised funds. The raised funds shall be deposited in a special account approved by the board of directors (hereinafter referred to as “special account”) for centralized management, and the special account 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 special accounts for raised funds respectively.
Where multiple special accounts for raised funds are set up, the company shall explain the reasons and put forward measures to ensure the efficient use of raised funds and effectively ensure the safety of raised funds. The actual net amount of raised funds exceeding the amount of planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of raised funds.
Article 7 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 arrival of the raised funds. 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 amount withdrawn from the special account by the company in one time or within 12 months exceeds 50 million yuan or 20% of the net amount of the total amount of the issued funds after deducting the issuance expenses (hereinafter referred to as the “net amount of the raised funds”), the company and the commercial bank shall timely notify the recommendation institution or the 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) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution or independent financial consultant, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution and the 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 adviser in time for three times, and 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.
The company shall timely announce the main contents of the agreement after the signing of the above agreement.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, the commercial bank and the recommendation institution shall jointly sign a tripartite supervision agreement, and the company and its holding subsidiary shall be regarded as a common party.
If the above-mentioned 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 an announcement after reporting to the exchange for filing.
Chapter III use of raised funds
Article 8 the company shall use the raised funds for the purposes listed in the prospectus or other public offering documents. Where a company changes the use of funds listed in the prospectus or other documents for public offering and raising, a resolution must be made by 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.
Article 9 in principle, the funds raised by the company shall be used for the main business, and shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management, etc., and shall not be directly or indirectly invested in companies whose main business is the trading of securities.
The company shall not change the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means.
Article 10 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 investment projects to obtain improper interests.
Article 11 the board of directors of the company shall fully demonstrate the feasibility of the raised investment project when considering the proposal of the raised investment project, make sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of the raised funds. The board of directors of the company shall comprehensively check the progress of raised investment projects 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 investment project and the estimated use amount of the last disclosed investment plan of the raised funds in the current year exceeds 30%, the company shall adjust the investment plan of the raised funds, 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. 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 project and decide whether to continue to implement the project:
(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 circumstances occur in the raised investment project.
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 13 if the company decides to terminate the original raised investment project, it shall select a new investment project in a timely and scientific manner.
Article 14 the company may replace the self raised funds with the raised funds within 6 months after the receipt of the raised funds. The replacement can only be implemented after the deliberation and approval of the board of directors of the company, the assurance report issued 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.
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 15 if the company uses idle raised funds to supplement working capital temporarily, 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 consultant shall express their explicit consent and disclosure, and shall meet the following conditions:
(I) it is not allowed to change the purpose of the raised funds in a disguised form or affect the normal progress of the investment plan of the raised funds;
(II) used for temporary replenishment of working capital (if applicable);
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
When idle raised funds are used to supplement working capital, they are limited to the production and operation related to the main business, and shall not be directly or indirectly used for the placement and purchase of new shares, or for the transaction of investing in stocks and their derivatives, convertible bonds, etc.
Article 16 if the company uses idle raised funds to supplement working capital temporarily, it shall be deliberated and approved by the board of directors, and the following contents shall be announced within two trading days:
(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 to supplement working capital;
(IV) the amount of idle raised funds to supplement working capital, the expected savings in financial expenses, the reasons for the shortage of working capital, whether there is any behavior of changing the purpose of raised funds in a disguised form, and the measures to ensure that the normal progress of the raised funds project will not be affected;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
(VI) other contents required by the stock exchange.
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 make an announcement within two trading days after all the capital is returned.
Article 17 a listed company may conduct cash management on the temporarily idle raised funds, 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 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 timely report to the stock exchange for filing and announcement.
Article 18 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 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 capital investment products;
(IV) the reasons for the idleness of the raised funds, whether there is any behavior of changing the purpose of the raised funds in a disguised form and the measures to ensure that the normal progress of the raised funds project will not be affected;
(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.
Article 19 the company shall, in the face 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 20 before the completion of all the projects raised by the company, if there are surplus funds due to the termination of the project, and part of the raised funds are used to permanently supplement the working capital, the following requirements shall be met:
(I) the funds raised have been received for more than one year;
(II) it will not affect the implementation of other fund-raising projects;
(III) perform the examination and approval procedures and information disclosure obligations in accordance with the requirements of the change of the purpose of the raised funds.
Article 21 the company shall, according to the actual production and operation needs of the enterprise, submit it to the board of directors or the general meeting of shareholders for deliberation and approval, and use the over raised funds in a planned manner in the following order:
(I) supplement the fund gap of the project invested by the raised funds;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
Article 22 the company shall use the over raised funds for projects under construction and new projects according to the progress of projects under construction and new projects.
When the company uses the over raised funds for projects under construction and new projects, the sponsor or independent financial consultant and independent directors shall issue special opinions. If the project involves related party transactions, asset purchases, foreign investment, etc., it shall also perform the review procedures and information disclosure obligations in accordance with the stock listing rules of Shenzhen Stock Exchange. Article 23 Where the company uses the over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the general meeting of shareholders. The independent directors, the board of supervisors, the sponsors or independent financial advisers shall express their explicit consent and disclose, and shall meet the following requirements:
(I) 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 and disclose to the public;
(II) the company shall repay the bank loan or supplement the working capital according to the actual demand, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds.
Chapter IV change of purpose of raised funds
Article 24 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(I) cancel or terminate the original fund-raising projects and implement new projects;
(II) change the implementation subject of the investment project with raised funds (except for the change of the implementation subject between the listed company and its wholly-owned subsidiaries);
(III) change the implementation method of the project invested by the raised funds;
(IV) other circumstances identified by Shenzhen Stock Exchange as changes in the investment direction of raised funds.
The company shall not change the raised investment project until it is deliberated and approved by the board of directors and the general meeting of shareholders.
Article 25 the investment direction of the raised funds after the change of the company shall, in principle, be invested in the main business.
Article 26 when the board of directors of the company deliberates the proposal on the change of raised investment projects, it shall carefully analyze the feasibility of the new raised capital investment projects to be changed
