Stock abbreviation: Offshore Oil Engineering Co.Ltd(600583) Stock Code: Offshore Oil Engineering Co.Ltd(600583)
The measures for the management and use of raised funds were deliberated and adopted at the first extraordinary general meeting of the company in 2008 on February 18, 2008 and implemented. The amendment was approved at the first extraordinary general meeting of the company in 2013 on March 11, 2013. The amendment was approved at the second extraordinary general meeting of the company in 2013 on September 16, 2013. The amendment was approved at the second extraordinary general meeting of the company in 2013 on May 20, 2002
catalogue
Chapter I General Provisions Chapter II storage of raised funds Chapter III use of raised funds Chapter IV change of investment direction of raised funds Chapter V Management and supervision of the use of raised funds 7 Chapter VI Supplementary Provisions eight
Offshore Oil Engineering Co.Ltd(600583)
Measures for the management and use of raised funds
Chapter I General Provisions
Article 1 in order to regulate the management and use of the company’s raised funds, improve the efficiency of the use of the raised funds and protect the interests of investors to the greatest extent, in accordance with the company law, the securities law, the measures for the administration of initial public offering and listing, the measures for the administration of securities issuance of listed companies and the provisions on the report on the use of the previously raised funds Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shanghai Stock Exchange, guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws, regulations and normative documents, as well as the provisions and requirements of Offshore Oil Engineering Co.Ltd(600583) articles of Association (“articles of association”) and in combination with the actual situation of the company, These measures are formulated.
Article 2 the funds raised in these Measures refer to the funds raised by the company from investors through public offering of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and non-public offering of securities, but do not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 the board of directors of the company shall establish an internal control system for the storage, use and management of raised funds, and make clear provisions on the storage, use, change, supervision and accountability of raised funds.
The company shall report the internal control system for the storage, use and management of the raised funds to the Shanghai stock exchange for the record and disclose it on the website of the Shanghai Stock Exchange.
Article 4 the board of directors of the company shall disclose the use of the raised funds in a timely manner in accordance with the provisions of the company law, the securities law, the stock listing rules of the Shanghai Stock Exchange, the self regulatory guidelines for listed companies of the Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws and regulations, normative documents and the company’s charter. 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 the controlling shareholders and actual controllers of the company shall not directly or indirectly occupy or misappropriate the funds raised by the listed company, and shall not use the funds raised by the company and the investment projects of the funds raised to obtain illegitimate interests.
Chapter II deposit of raised funds
Article 7 the raised funds of the company shall be deposited in the special account established by the board of directors (hereinafter referred to as “raised funds”)
The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 8 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the recommendation institution and the commercial bank storing the raised funds (hereinafter referred to as the “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 recommendation institution;
(III) if the company withdraws more than 50 million yuan from the special account for raised funds in one time or within 12 months, and 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 shall notify the recommendation institution in time;
(IV) the recommendation institution can inquire the information of the special account for raised funds at the commercial bank at any time;
(V) liability for breach of contract of the company, commercial bank and recommendation institution.
The company shall report to the Shanghai stock exchange for filing and make an announcement within 2 trading days after the signing of the above agreement. If the above-mentioned agreement is terminated in advance due to changes in the recommendation institution or commercial bank before the expiration of the term of validity, the company shall sign a new agreement with relevant parties within two weeks from the date of termination of the agreement, and report to Shanghai stock exchange for filing and announcement within two trading days after the signing of the new agreement.
Chapter III use of raised funds
Article 9 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 use of the raised funds, the company shall timely report to the Shanghai Stock Exchange and make an announcement;
(IV) in case of any of the following situations in the raised capital investment project (hereinafter referred to as “raised investment project”), the company shall re demonstrate the feasibility and expected income of the raised investment project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised investment project (if any) in the latest periodic report:
1. Major changes in the market environment involved in the raised investment project;
2. The raised investment project has been put on hold for more than 1 year;
3. The completion period of the investment plan of the raised funds is exceeded and the investment amount of the raised funds does not meet the relevant plans
4. There are other abnormalities in the raised investment project.
Article 10 when the company pays the raised funds, it must perform the approval procedures for the use of funds in strict accordance with the company’s fund management system.
Article 11 in principle, the funds raised by the company shall be used for its main business. The company shall not commit any of the following acts when using the raised funds:
(I) raised investment projects are financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, which are directly or indirectly invested in companies whose main business is the trading of securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) provide the raised funds directly or indirectly to the controlling shareholder, actual controller and other related persons for use, so as to facilitate the related persons to obtain illegitimate interests by using the raised investment project;
(IV) other acts in violation of the provisions on the management of raised funds.
Article 12 If the company invests self raised funds into projects invested with raised funds in advance, it can replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds.
The replacement matters shall be deliberated and approved by the board of directors of the company, the accounting firm shall issue an assurance report, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 13 the temporarily idle raised funds can be managed in cash, and the invested products 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 report to Shanghai stock exchange for filing and announcement within 2 trading days.
Article 14 the use of idle raised funds to invest in products shall be examined and approved by the board of directors of the company, and the independent directors, the board of supervisors and the recommendation institution shall express their 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 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) investment income distribution mode and product safety;
(V) opinions issued by independent directors, board of supervisors and recommendation institutions.
Article 15 the company’s temporary use of idle raised funds to supplement working capital shall meet the following requirements: (I) the purpose of the raised funds shall not be changed in a disguised form, and the normal progress of the investment plan of the raised funds shall not be affected; (II) it is limited to the production and operation related to the main business, and shall not be directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc; (III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) the funds previously raised for temporary replenishment of working capital that have been returned and have expired (if applicable). The company’s temporary use of idle raised funds to supplement working capital shall be reviewed and approved by the company’s board of directors, and shall be reported to Shanghai Stock Exchange and announced within 2 trading days after the express consent of independent directors, recommendation institutions and the board of supervisors.
Before the due date of replenishing working capital, the company shall return this part of funds to the special account for raised funds, and report to Shanghai Stock Exchange and make an announcement within 2 trading days after the return of all funds.
Article 16 the part of the net funds actually raised by the company that exceeds the planned amount of funds raised (hereinafter referred to as “over raised funds”) can be used for permanent replenishment of working capital or repayment of bank loans, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, and the company shall promise not to make high-risk investment or provide financial assistance to others within 12 months after replenishing working capital.
Article 17 Where the over raised funds are used for permanent replenishment of working capital or repayment of bank loans, they shall be deliberated and approved by the board of directors and the general meeting of shareholders, and the online voting method shall be provided for shareholders, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 18 where the company uses the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, apply the relevant provisions of articles 21 to 24 of these measures, scientifically and prudently analyze the feasibility of investment projects, and timely fulfill the obligation of information disclosure.
Article 19 after the completion of a single raised investment project, if the company uses the surplus raised funds (including interest income) of the project for other raised investment projects, it shall be reviewed and approved by the board of directors and can be used only after the independent directors, the recommendation institution and the board of supervisors Express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised funds (including interest income) are less than 1 million or less than 5% of the committed investment amount of the raised funds of the project, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the annual report.
If the surplus raised funds (including interest income) of a single raised investment project of the company are used for non raised investment projects (including supplementary working capital), the corresponding procedures and disclosure obligations shall be performed with reference to the change of raised investment projects.
Article 20 after all the projects invested by raising funds are completed, if the surplus raised funds (including interest income) are more than 10% of the net raised funds, the company shall use the surplus raised funds after the deliberation and approval of the board of directors and the general meeting of shareholders and the express consent of the independent directors, the recommendation institution and the board of supervisors. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised capital (including interest income) is less than 10% of the net raised capital, it shall be considered and approved by the board of directors and can be used only after the independent directors, the recommendation institution and the board of supervisors express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised funds (including interest income) are less than 5 million or less than 5% of the net raised funds, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the latest periodic report.
Chapter IV change of investment direction of raised funds
Article 21 the funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents. In case of any change of the company’s raised investment project, it shall be deliberated and approved by the board of directors and the general meeting of shareholders, and the change can be made only after the independent directors, the recommendation institution and the board of supervisors express their explicit consent.
If the company only changes the implementation place of the raised investment project, it may be exempted from the procedures in the preceding paragraph, but it shall be reviewed and approved by the board of directors of the company, report to Shanghai Stock Exchange within 2 trading days, and announce the reasons for the change and the opinions of the recommendation institution.
Article 22 the changed raised investment project shall be invested in the main business.
The company shall scientifically and prudently carry out the feasibility analysis of new raised investment projects, make sure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 23 If the company intends to change the raised investment project, it shall report to the Shanghai Stock Exchange within 2 trading days after submitting it to the board of directors for deliberation and announce the following contents:
(I) basic information of the original raised investment project and specific reasons for the change;
(II) basic information, feasibility analysis and risk tips of the new raised investment project;
(III) the investment plan of the newly raised investment project;
(IV) description that the new raised investment project has been obtained or has yet to be approved by relevant departments (if applicable);
(V) opinions of independent directors, the board of supervisors and the recommendation institution on the change of raised investment projects;
(VI) explanation that the change of raised investment project needs to be submitted to the general meeting of shareholders for deliberation;
(VII) other contents required by Shanghai Stock Exchange.
Where a new raised investment project involves related party transactions, purchase of assets and foreign investment, it shall also be disclosed with reference to the provisions of relevant rules.
Article 24 If the company changes the raised investment project for the acquisition of the assets (including interests) of the controlling shareholder or actual controller, it shall ensure that it can effectively avoid horizontal competition and reduce related party transactions after the acquisition.
Article 25 If the company intends to transfer or replace the raised investment projects (except those that have all been transferred or replaced in the company’s major asset restructuring), it shall report to the Shanghai Stock Exchange within 2 trading days after being submitted to the board of directors for deliberation and announce the following contents:
(I)
