Mengshi new energy technology (Henan) Co., Ltd
Management system for the use of raised funds
Chapter I General Provisions
Article 1 in order to regulate the management of raised funds of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as "the company" or "the company") and improve the efficiency of the use of raised funds, in accordance with the company law, the securities law, the measures for the Administration of initial public offering and listing, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the measures for the administration of corporate bond issuance and trading, the Listing Rules of corporate bonds of Shenzhen Stock exchange, the listing and transfer rules of corporate bonds of non-public development banks of Shenzhen Stock Exchange and other relevant provisions, This system is formulated 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 the issuance of shares and their derivatives.
The term "green corporate bonds" as mentioned in this system refers to the corporate bonds issued by the issuer in accordance with legal procedures and used to raise funds to support the green industry. The scope of green industry projects can refer to the green bond support catalogue prepared by relevant departments and the green industry projects determined by relevant institutions recognized by Shenzhen Stock Exchange.
Article 3 if the investment project with raised funds (hereinafter referred to as "raised investment project") is implemented through the company's subsidiaries or other enterprises controlled by the company, the company's subsidiaries or other enterprises controlled by the company are also bound by this system.
Chapter II deposit of raised funds in special account
Article 4 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as "special accounts"), and the raised funds 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 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.
Where a company issues green corporate bonds, it shall designate a special account for the receipt, storage, transfer and repayment of principal and interest of the funds raised by green corporate bonds.
Article 5 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:
（1） The company shall centrally deposit the raised funds in a special account;
（2） The account number of the special account for raised funds, the items of raised funds involved in the special account and the deposit amount;
（3） If the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account in one time or within 12 months, the company and the commercial bank shall timely notify the recommendation institution or independent financial adviser; （4） The commercial bank shall issue the bank statement to the company every month and send a copy to the sponsor or independent financial adviser;
（5） The recommendation institution or independent financial consultant can inquire the special account information at the commercial bank at any time;
（6） 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 commercial bank on the use of the company's raised funds;
（7） Rights, obligations and liabilities for breach of contract of the company, commercial banks, recommendation institutions or independent financial advisers;
（8） 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 or independent financial adviser 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 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, commercial banks, recommendation institutions or independent financial advisers shall jointly sign a tripartite supervision agreement, and 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 the 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 6 the company shall actively urge commercial banks to perform the agreement.
Chapter III use of raised funds
Article 7 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the issuance application documents, and shall not change the investment direction of the raised funds at will.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds. 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 8 the investment direction of the company's raised funds must be approved by the general meeting of shareholders. Before deciding to convene the general meeting of shareholders, the company must adopt effective corporate governance procedures to formulate investment projects and fund raising and use plans.
The board of directors shall fully listen to the opinions of the recommendation institution or independent financial adviser and the company's lawyer on the investment project, fund raising and use plan on the basis of due diligence.
The funds raised by the company by issuing green corporate bonds shall be used for the construction, operation, acquisition or repayment of green industry project loans.
Article 9 when deliberating and making decisions on projects invested with raised funds, the following factors shall be fully investigated and a decision shall be made based on them:
（1） Whether the relevant laws, regulations and policies involved in the raised investment project have obvious or implicit restrictions on the investment;
（2） The raised investment project shall comply with the national and regional industrial policies and the company's medium and long-term development strategy and annual investment plan;
（3） The raised investment project has proved to have good development prospects and economic benefits;
（4） Whether the company has the necessary conditions for the smooth implementation of relevant raised investment projects (including whether it has the conditions such as capital, technology, talents and raw material supply guarantee required for the implementation of the project);
（5） Other relevant materials required for decision-making of raised investment projects.
Article 10 the general manager of the company shall be responsible for organizing the implementation of the raised investment projects. The raised investment project shall be implemented according to the plan schedule promised in the issuance application document. The specific implementation department shall refine the work schedule to ensure that all work can be completed according to the plan schedule, and regularly provide the specific work schedule to the company's finance department and the Secretary of the board of directors.
Article 11 the Finance 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. The Finance Department of the company shall check the implementation progress of the project every quarter.
Article 12 the raised funds shall not be used for high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, and shall not be invested directly or indirectly in companies whose main business is the trading of 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 13 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 and other related parties, and take effective measures to prevent the related parties from using the raised investment projects to obtain improper interests. Article 14 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:
（1） Major changes have taken place in the market environment involved in the raised investment project;
（2） The raised investment project 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 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 15 if the company decides to terminate the original raised investment project, it shall select a new investment project as soon as possible and scientifically. Article 16 Where the company replaces the self raised funds that have been invested in the raised investment projects in advance with the raised funds, it 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.
Article 17 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 give explicit consent, and the following conditions shall be met:
（1） 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;
（2） The previously raised funds used for temporary replenishment of working capital have been returned (if applicable);
（3） The time for a single replenishment of working capital shall not exceed 12 months;
（4） 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 supplement working capital, they shall be 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 investing in stocks and their derivatives, convertible corporate bonds, etc.
Article 18 If the company uses idle raised funds to supplement working capital, it shall be deliberated and approved by the board of directors, and the following contents shall be announced within 2 trading days:
（1） The basic information of the raised funds, including the time, amount, net amount and investment plan of the raised funds; （2） Use of raised funds;
（3） The amount and term of idle raised funds to supplement working capital;
（4） The amount of financial expenses expected to be saved when idle raised funds supplement working funds, the reasons for insufficient working funds, 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 investment projects will not be affected;
（5） Opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
（6） Other contents required by Shenzhen Stock Exchange.
Before the due date of replenishing working capital, the company shall return this part of funds to the special account for raised funds and make an announcement within 2 trading days after all funds are returned.
Article 19 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:
（1） Supplement the fund gap of the project invested by the raised funds;
（2） For projects under construction and new projects;
（3） Repayment of bank loans;
（4） Temporarily replenish working capital;
（5） Conduct cash management;
（6） Permanent replenishment of working capital.
Article 20 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 recommendation institution, independent financial consultant and independent director 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 Chapter VI of the listing rules.
Article 21 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, and the independent directors, recommendation institutions or independent financial advisers shall express their explicit consent and disclosure, 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;
（2） The company shall repay bank loans or supplement working capital according to the actual needs, and the cumulative amount within each 12 months shall not exceed 30% of the total amount of over raised funds.
Article 22 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:
（1） Structured deposits, certificates of deposit and other principal guaranteed products with high security;
（2） Good liquidity shall not affect the normal operation 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 Shenzhen stock exchange for filing and announcement. Article 23 Where the company uses idle raised funds for cash management, it shall announce the following contents within two trading days after submitting it to the board of directors for deliberation and approval:
（1） The 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;
（2） The use of the raised funds and the reasons for the idle of the raised funds;
（3） 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;
（4） 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;
（5） 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. Chapter IV change of raised investment projects
Article 24 the company shall not change the raised investment project until the proposal on changing the purpose of the raised funds is deliberated and approved by the board of directors and the general meeting of shareholders.
Article 25 the company changes the implementation place of the raised investment project
