Midea Group Co.Ltd(000333) measures for the administration of raised funds
April 2022
catalogue
Chapter I General Provisions- 1 –
Chapter II storage of raised funds- 2 –
Chapter III use of raised funds- 3 –
Chapter IV change of investment direction of raised funds- 9 –
Chapter V Management and supervision of raised funds- 10 –
Chapter VI Supplementary Provisions- 11 –
Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to regulate the use and management of the raised funds of Midea Group Co.Ltd(000333) (hereinafter referred to as the “company”), improve the use efficiency of the raised funds and effectively protect the legitimate rights and interests of shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) These measures are formulated in accordance with the relevant provisions of laws and regulations such as 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 (hereinafter referred to as the “normative guidelines”) and the articles of association in combination with the actual situation of the company.
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised from investors and used for specific purposes by the company through public issuance of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of separate transaction convertible corporate bonds, corporate bonds, issuance of warrants, etc.) and non-public issuance of shares.
Article 3 if the company’s 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 subsidiaries or other enterprises implementing the raised investment project shall comply with these measures.
Article 4 when refinancing, the company shall follow effective investment decision-making procedures, and submit the refinancing plans of investment projects, fund raising and fund use plans to the general meeting of shareholders for deliberation.
(I) the company must be fully demonstrated when selecting investment projects;
(II) the board of directors should pay attention to the role of independent directors and respect the opinions of independent directors in the discussion; (III) the amount of funds raised shall not exceed the required amount of the project to be invested;
(IV) the purpose of the raised funds shall comply with the national industrial policies and the provisions of laws and administrative regulations on environmental protection and land management;
(V) after the implementation of the investment project with raised funds, there will be no horizontal competition with the controlling shareholder or actual controller or affect the independence of the company’s production and operation.
Article 5 after the raised funds are in place, the company shall go through the capital verification procedures in time, and the accounting firm with securities practice qualification shall issue the relevant capital verification report.
Article 6 the use of raised funds shall be based on the principles of legality, compliance and the pursuit of benefits, achieve careful planning, careful calculation and standardized operation, correctly grasp the investment opportunity and progress, correctly handle the relationship between investment amount, input-output and investment benefits, and control investment risks.
Article 7 the board of directors of the company shall disclose the use of the raised funds in accordance with the company law, securities law, listing rules and other relevant laws and regulations as well as the articles of association. The board of directors of the company shall formulate a detailed plan for the use of funds to ensure that the use of funds is standardized, open and transparent.
Article 8 where the company suffers losses (including economic losses and reputation losses) due to violation of these measures, the relevant responsible person shall be punished according to the specific circumstances; If necessary, the relevant responsible person shall bear the corresponding civil liability for compensation. Chapter II storage of raised funds
Article 9 the raised funds of the company shall follow the principle of centralized storage and easy supervision. The company implements a special storage system for raised funds. The raised funds must be deposited in a special account (hereinafter referred to as “special account”) determined by the board of directors for centralized management. In principle, the number of special accounts for raised funds (including those set up by subsidiaries or other enterprises controlled by the company) shall not exceed the number of raised investment projects.
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 10 the company shall, within one month after the receipt of the raised funds, sign a tripartite 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”), which 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 items of raised funds involved in the special account, the deposit amount and term; Where 20% of the net capital is, the company and 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 rights and obligations of the bank, the financial advisor or the independent bank and the liability of the company for breach of contract;
(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 company’s raised funds; (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 consultant in time for three times, and fails to cooperate with the recommendation institution or independent financial consultant to inquire and investigate the special account information, 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 all the agreements are signed.
If the above-mentioned agreement is terminated in advance due to changes in the recommendation institution, independent financial adviser or commercial bank 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 11 the company shall actively urge commercial banks to fulfill the agreement. 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 in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
Chapter III use of raised funds
Article 12 the board of directors of the company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. 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 13 when the company invests in projects with raised funds, the capital expenditure must strictly comply with the provisions of the company’s fund management and these measures, and perform the examination and approval procedures.
For all fund expenditures of raised funds projects, the fund use department shall first put forward the fund use plan, which shall be signed by the competent leader of the Department, submitted to the person in charge of Finance for review, and signed by the president within the scope authorized by the board of directors before payment can be made; If it exceeds the scope authorized by the board of directors, it shall be reported to the board of directors for approval.
Article 14 in principle, the funds raised by the company shall be used for its main business. Except for financial enterprises, the use items of raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management, etc., shall not be directly or indirectly invested in companies whose main business is trading securities, and shall not be used for pledge, entrusted loan or other investments that change the purpose of raised funds in a disguised form.
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 prevent the related parties from using the raised funds to invest in projects to obtain illegitimate interests.
Article 15 when formulating the fund-raising plan, the company shall carefully consider its own ability to use funds and asset liability structure. The amount and purpose of the raised funds shall comply with the provisions of relevant laws, regulations and relevant documents of the CSRC.
Article 16 before the company decides to convene a general meeting of shareholders and submit it to the general meeting of shareholders for deliberation on the investment projects and use plans of raised funds, the board of directors of the company shall formulate the investment projects and use plans of raised funds through the following effective corporate governance procedures:
(I) when selecting investment projects, the operation and management team must go through full demonstration before submitting them to the board of directors of the company for deliberation.
(II) the board of directors shall give full play to the role of independent directors and respect the opinions of independent directors in the deliberation. Article 17 the board of directors of the company shall comprehensively check the progress of the investment projects of 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 hire an accounting firm to issue an assurance report on the storage and use of the raised funds every year. The company shall disclose the assurance report issued by the accounting firm and the periodic report in the qualified media at the same time.
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 recently disclosed raised funds investment plan exceeds 30%, the company shall adjust the raised funds investment plan, 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 18 the board of directors of the company shall monitor the actual use of the raised funds to ensure that the investment projects of the raised funds are implemented in accordance with the specified schedule.
Independent directors shall pay attention to whether there is any difference between the actual use of raised funds and the company’s information disclosure. With the consent of more than 1 / 2 of the independent directors, the independent directors may hire an accounting firm to issue an assurance report on the storage and use of the raised funds, and the company shall actively cooperate and bear the necessary expenses.
Article 19 If the project implementation needs to be terminated, the investment exceeds the budget, and the progress is delayed due to major changes in relevant national policies, market environment, relevant technologies, partners and other factors, the relevant departments shall report to the president and the board of directors in time. The company shall perform the examination and approval and information disclosure procedures in accordance with these measures and the relevant provisions of Shenzhen Stock Exchange.
Article 20 projects invested with raised funds shall be invested in strict accordance with the total investment of the project. If the total investment of the project must be increased due to special reasons, the approval and decision-making procedures shall be performed in accordance with the provisions of the articles of association.
Article 21 in case of any of the following circumstances, 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, the causes of abnormalities and the adjusted raised capital investment plan (if any) in the latest periodic report:
(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) 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.
Article 22 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 23 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. The replacement matters shall be deliberated and approved by the board of directors, and the accounting firm shall issue an assurance report, which shall be clearly agreed and disclosed by the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant. 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 24 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 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.
The change of the purpose of the raised funds of the company shall also be examined and approved by the general meeting of shareholders.
Article 25 the company may conduct cash management on the temporarily idle raised funds, but the term of the invested products shall not exceed 12 months, and shall meet the following conditions:
(I) principal guaranteed products with high security, such as structured deposits and certificates of deposit;
(II) good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
The invested products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes. The company shall timely report the opening or cancellation of the above account to Shenzhen stock exchange for filing and announcement.
The use of temporarily idle raised funds for cash management 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. The company shall announce the following contents within 2 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 26 the company may raise funds with idle funds
