Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Ceepower Co.Ltd(300062) (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 and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies These measures are formulated in combination with the actual situation of the company in accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem.
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised by the company for specific purposes by issuing securities to unspecified objects or to specific objects (including stocks, convertible corporate bonds, etc.), but does not include the funds raised by the company through the implementation of the equity incentive plan.
Article 3 the company shall improve its scientific decision-making level and management ability, conduct scientific analysis and prudent decision-making on the feasibility of investment projects with raised funds in strict accordance with relevant laws, regulations, normative documents and the Ceepower Co.Ltd(300062) articles of association, and strive to improve the profitability of the company.
Article 4 the board of directors of the company is responsible for establishing and improving the management measures for the use of the company’s raised funds and ensuring the effective implementation of these measures.
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.
If the investment project of raised funds is implemented through the holding subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other enterprises controlled by the company comply with these measures.
Article 5 during the period of continuous supervision, the recommendation institution and its recommendation representative shall perform the recommendation responsibilities for the management of the company’s raised funds, and 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 other relevant laws and regulations Carry out continuous supervision on the management of the company’s raised funds in accordance with the provisions of normative documents and these measures.
Chapter II deposit of raised funds in special account
Article 6 after the raised funds are in place, the company shall timely go through the capital verification procedures, which shall be verified by an accounting firm with securities practice qualification and issue a capital verification report.
The company’s raised funds shall be deposited in a special account (hereinafter referred to as “special account”) determined by the board of directors for centralized management, and the company shall not deposit production and operation funds, bank loans and other funds in the special account for raised funds.
Where the company has raised funds for more than two times, it shall set up a special account for raised funds independently.
Article 7 the company shall cooperate with the recommendation institution or independent financial advisor within one month after the raised funds are in place
Q. the commercial bank that deposits the raised funds (hereinafter referred to as the “commercial bank”) signed a tripartite supervision agreement (hereinafter referred to as the “agreement”). The agreement shall at least include the following contents:
(I) the company shall centrally deposit the raised funds in a special account;
(II) the account number of the special account for raised funds, the investment projects of the raised funds involved in the special account and the deposit amount; (III) 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 the commercial bank shall timely notify the recommendation institution or independent financial adviser; (IV) the commercial bank shall issue a statement of account 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 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 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 a commercial bank fails to issue a statement of account to the recommendation institution or the independent financial consultant in time or notify the special account of large withdrawals for three consecutive times, or fails to cooperate with the recommendation institution or the independent financial consultant in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
The company shall report to Shenzhen stock exchange for filing and announce the main contents of the agreement after all the agreements are signed.
Where a company implements an investment project with raised funds through a holding subsidiary, the company, the holding subsidiary implementing the investment project with raised funds, 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 1 month from the date of termination of the agreement, and report it to Shenzhen stock exchange for filing and then make an announcement.
Article 8 where the company fails to fulfill the obligation of supervision or obstructs the commercial bank from fulfilling the agreement, the recommendation institution or independent financial consultant shall report to Shenzhen Stock Exchange in time after knowing the relevant facts.
Chapter III use of raised funds
Article 9 the company shall use the raised funds prudently, use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents, and shall not change the investment direction of the raised funds at will or change the purpose of the raised funds in a disguised form.
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 timely report to the Shenzhen Stock Exchange and make an announcement.
Article 10 the funds raised by the company shall not be used to carry out entrusted financial management (except cash management), entrusted loans and other financial investments, as well as high-risk investments such as securities investment and derivatives investment, or provide financial assistance to others, and shall not be directly or indirectly invested in companies whose main business is the trading of securities.
The company shall not use the raised funds for pledge or other investments that change the purpose of the raised funds in a disguised form.
Article 11 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 related parties, and take effective measures to prevent related parties from using the raised funds to invest in projects to obtain illegitimate interests.
Article 12 the investment projects with raised funds shall be implemented according to the planned progress promised by the board of directors of the company. The fund using department shall refine the specific work progress, ensure that all work can be completed according to the planned progress, and provide the specific work progress and report the progress to the board of directors every quarter.
Article 13 the company shall comprehensively check the progress of the investment projects invested by the raised funds every half year, issue a special report on the storage and use of the raised funds every half year and every year, and disclose it at the same time with the regular report until the raised funds are used up and there is no use of the raised funds during the reporting period.
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 annual investment plan of the previously 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 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, decide whether to continue to implement the project, and 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:
(I) major changes have taken place in the market environment involved in the investment project with raised funds;
(II) the project invested with raised funds has been shelved for more than one year;
(III) exceeding 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 of investment projects with raised funds.
Article 15 if the company decides to terminate the original investment project with raised funds, 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 investment projects of the raised funds in advance with the raised funds, it shall be implemented only after the review and approval of the board of directors of the company, the authentication report issued by the accounting firm and the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant. The replacement time shall not exceed 6 months from the arrival time of the raised funds.
If the company has disclosed in the issuance application document that it intends 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 17 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 recommendation institution or the independent financial consultant shall express their explicit consent:
(I) replace the self raised funds that have been invested in the project 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) adjust the planned progress of the investment project with raised funds;
(VII) use the surplus raised funds.
If the company changes the purpose of the raised funds and uses the surplus raised funds to meet the deliberation standards of the general meeting of shareholders, it shall also be deliberated and approved by the general meeting of shareholders.
Article 18 the raised funds temporarily idle by the company can be temporarily used to supplement working capital. The temporary replenishment of working capital shall be limited to the production and operation related to the main business, and shall meet the following conditions:
(I) it shall not change the purpose of the raised funds in a disguised form or affect the normal operation of the investment projects of the raised funds; (II) the previously raised funds used for temporary replenishment of working capital have been returned;
(III) the time for single replenishment of working capital shall not exceed 12 months;
(IV) the idle raised funds shall not be directly or indirectly used for high-risk investments such as securities investment and derivatives trading.
If the idle raised funds are temporarily used to supplement working capital, 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 adviser shall give explicit consent and timely announce the following contents:
(I) basic information of the raised funds, including the arrival time of the raised funds, the amount of the raised funds, the net amount of the raised funds and the investment plan;
(II) use of raised funds, idle conditions and reasons;
(III) reasons for insufficient working capital, amount and period 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, 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 investment projects with raised funds 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.
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. If the company is expected to be unable to return this part of the funds to the special account for raised funds on schedule, it shall perform the review procedures in accordance with the requirements of the preceding paragraph before the due date and make a timely announcement. The contents of the announcement shall include the whereabouts of the funds, the reasons why they cannot be returned, the reasons why they continue to be used to supplement working capital and the time limit, etc. Article 19 the raised funds temporarily idle by the company can be managed in cash, and the term of its investment products shall not exceed 12 months, meet the requirements of high safety and 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 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.
The use of idle raised funds for cash management shall be examined 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 adviser shall give 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 raised funds, including the arrival time of the raised funds, the amount of the raised funds, the net amount of the raised funds and the investment plan;
(II) use of raised funds, idle conditions and reasons;
(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) the issuer, type, investment scope, term, amount, income distribution mode, expected annualized rate of return (if any), and the specific analysis and description of the safety and liquidity of the investment products by the board of directors;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
When the company finds that the financial situation of the issuer of investment products is deteriorating and the invested products are facing losses and other major risks, it 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, according to the company’s development plan and actual production and operation needs, properly arrange the use plan of the part of the net amount of the actually raised funds exceeding the planned amount of the raised funds (hereinafter referred to as the over raised funds), scientifically and prudently conduct the feasibility analysis of the project, submit it to the board of directors for deliberation and timely disclosure. The use plan announcement shall include the following contents:
(I) basic information of the raised funds, including the arrival time of the raised funds, the amount of the raised funds, the amount of the actual net raised funds exceeding the planned raised funds, the name and amount of the invested projects, the cumulative planned amount and the actual amount used;
(II) introduction to the projects planned to be invested, including the basic information of each project, whether related party transactions are involved, feasibility analysis, economic benefit analysis, investment schedule, description that the project has been obtained or is yet to be approved by relevant departments and risk tips (if applicable);
(III)
