Hitevision Co.Ltd(002955) raised funds management system
April 2022
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Hitevision Co.Ltd(002955) (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 stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the measures for the administration of securities issuance by listed companies and the measures for the administration of initial public offering and listing of shares This system is formulated in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by companies and other relevant laws, regulations and normative documents, as well as the provisions of Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “raised funds” as mentioned in this system 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, but does not include the funds raised by the company through the implementation of the equity incentive plan.
Article 3 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the prospectus or other public offering documents, and shall not change the investment direction of the raised funds at will. If the company intends to change the investment project of raised funds, it shall disclose it in time after the relevant resolutions are formed by the board of directors, and submit the matter to the general meeting of shareholders for deliberation.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds, and employ an accounting firm to verify the storage and use of the raised funds at the same time of the annual audit.
The controlling shareholders, actual controllers and other related persons of the company shall not directly or indirectly occupy or misappropriate the funds raised by the company, and shall not use the funds raised by the company and the investment projects of the funds raised to obtain illegitimate interests.
Article 4 the board of directors of the company shall establish and improve the internal control system for the storage, use and management of the company’s raised funds, ensure the effective implementation of the system, and make clear provisions on the storage, use, change, supervision and accountability of the special account for raised funds.
The company shall report the internal control system for the storage, use and management of raised funds to Shenzhen stock exchange for filing and disclosure.
Article 5 the directors, supervisors and senior managers of the company shall be diligent and responsible, urge the company to standardize the use of the raised funds, consciously maintain the safety of the raised funds, 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 6 Where an investment project with raised funds is implemented through a subsidiary of the company or other enterprise controlled by the company, the company shall ensure that the subsidiary or other enterprise controlled by the company complies with its raised funds management system.
Article 7 the sponsor shall perform the responsibility of recommendation and continue to supervise the management and use of the company’s raised funds in accordance with the measures for the administration of recommendation business for securities issuance and listing, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and the provisions of this system.
Chapter II deposit of raised funds in special account
Article 8 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts for raised funds”), and the raised funds shall be deposited in the special accounts for raised funds approved by the board of directors for centralized management.
The special account for raised funds shall not deposit non raised funds or be used for other purposes.
If the company has raised funds for more than two times, it shall set up a special account for raised funds independently.
The net amount of the actually 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 9 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the sponsor or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as “commercial bank”). The agreement shall at least include the following contents:
(I) the company shall centrally deposit the raised funds in the special account for raised funds;
(II) 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 or independent financial adviser;
(III) if the company withdraws more than 50 million yuan from the special account for raised funds once or within 12 months, or 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 the commercial bank shall timely notify the sponsor or independent financial adviser;
(IV) the sponsor or independent financial consultant can inquire the information of the special account for raised funds at the commercial bank at any time;
(V) the amount of funds raised and deposited in the special account of the project;
(VI) the supervision responsibilities of the sponsor or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the sponsor or independent financial adviser 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, sponsors or independent financial advisers; (VIII) if the commercial bank fails to issue a statement of account or notify the sponsor or independent financial adviser of the large amount withdrawal of the special account for raised funds for three times, and fails to cooperate with the sponsor or independent financial adviser in querying and investigating the information of the special account for raised funds, the company may terminate the agreement and cancel the special account for raised funds.
(IX) rights, obligations and liabilities for breach of contract of the company, commercial banks, sponsors or independent financial advisers. The company shall timely announce the main contents of the tripartite agreement after the signing of the above tripartite 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, the sponsor or the independent financial consultant shall jointly sign a tripartite supervision agreement, and the company and its holding subsidiary shall be regarded as a common party.
If the above three-party agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new three-party agreement with relevant parties within one month from the date of termination of the three-party agreement and make a timely announcement.
Article 10 if the sponsor or independent financial consultant finds that the company and commercial bank fail to perform the tripartite supervision agreement on the storage of raised funds in the special account as agreed, or finds that there are major violations or major risks in the management of raised funds during the on-site inspection of the company, it shall urge the company to rectify in time and report to Shenzhen Stock Exchange.
Chapter III use of raised funds
Article 11 in principle, the raised funds shall be used for the company’s main business, and 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 the purchase and sale of securities.
Article 12 the company shall comply with the following requirements when using the raised funds:
(I) the company shall make clear provisions on the application, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds;
(II) the company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents;
(III) 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 Shenzhen Stock Exchange and make an announcement;
(IV) 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.
(V) 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.
(VI) the board of directors of the company shall comprehensively check the progress of the investment projects with raised funds every six months. If the difference between the actual use of the raised funds and the estimated use amount of the investment plan of the raised funds disclosed last time exceeds 30%, the company shall adjust the investment plan of the raised funds, and disclose the annual investment plan of the latest 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.
(VII) 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 and decide whether to continue to implement the project:
1. Major changes have taken place in the market environment involved in the investment project with raised funds;
2. The project invested with raised funds has been shelved for more than one year;
3. Exceeding the completion period of the latest investment plan of raised funds and the investment amount of raised funds does not reach 50% of the relevant plan amount;
4. 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 13 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 sponsor 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;
(VII) over raised funds are used for projects under construction and new projects.
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 Chapter VI of the stock listing rules of Shenzhen Stock Exchange.
Article 14 Where the company replaces the self raised funds invested in advance with the raised funds, the accounting firm shall issue an assurance report. The company may replace the self raised funds with the raised funds within six months after the receipt 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 make an announcement before the replacement is implemented.
Article 15 Where the company uses the temporarily idle raised funds for cash management, the term of investment products shall not exceed 12 months, and the following conditions must be met:
(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.
In principle, the company shall only invest in investment products whose issuer is a commercial bank, which shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors, the sponsor or the independent financial adviser shall express their explicit consent. 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, the sponsor or the independent financial adviser shall express their explicit consent, and shall be submitted to the general meeting of shareholders for deliberation.
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 make a timely announcement.
Article 16 Where the company uses the temporarily 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 sponsor or the independent financial adviser shall express their 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) the use of the raised funds and the reasons for the idle of the 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 and investment scope of investment products, safety analysis provided by product issuers, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, board of supervisors and sponsors.
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 the company has taken or plans to take to ensure the safety of funds.
Article 17 the company’s temporary use of idle raised funds to supplement working capital is limited to the production and operation related to its main business, and shall meet the following requirements:
(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) the time for a single replenishment of working capital shall not exceed 12 months;
(III) the previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(IV) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
The term “venture capital” as mentioned in the preceding paragraph includes stock and its derivatives investment, fund investment, futures investment, real estate investment by the company, securities investment products with the above investment as the subject matter, and other investment activities recognized by Shenzhen Stock Exchange. The following situations are not applicable to the scope of venture capital specifications in this section:
(I) fixed income investment or commitment to capital preservation;
(II) participating in the allotment of shares or exercising the preemptive right of other listed companies;
(III) for the purpose of strategic investment, purchase more than 10% of the total share capital of other listed companies and plan to hold securities investment for more than three years;
(IV) investments made before the company’s initial public offering and listing.
Article 18 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, the sponsor or the independent financial adviser shall express their explicit consent. The company shall timely announce the following contents after the deliberation and approval 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 of idle funds raised and the period for replenishing the working capital;
(IV) the idle raised funds supplement the working capital, which is expected to save the amount of financial expenses, resulting in insufficient working capital
