Longyuan Electric Power Group Co., Ltd
Administrative measures for raised funds of a shares
Chapter I General Provisions
Article 1 in order to standardize the use and management of funds raised by Longyuan Power Group Co., Ltd. (hereinafter referred to as "the company"), According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of initial public offering and listing of shares, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the stock listing rules of Shenzhen Stock Exchange (revised in 2020) These measures are formulated in combination with the actual situation of the company, such laws, administrative regulations, departmental rules and normative documents as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the articles of association of Longyuan Power Group Co., Ltd. (hereinafter referred to as the "articles of association").
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, etc.) and non-public offering of securities, but do not include the funds raised by listed companies through the implementation of stock incentive plan.
If the net amount of the total amount of funds actually raised by the company after deducting the issuance expenses (hereinafter referred to as the "net amount of funds raised") exceeds the amount of funds planned to be raised, these Measures shall apply to the management and use of the excess funds (hereinafter referred to as the "over raised funds").
Article 3 the general meeting of shareholders and the board of directors of the company are the decision-making bodies for the plan and use of raised funds, and make decisions within their respective responsibilities.
(I) the general meeting of shareholders is responsible for approving the following matters:
1. Use plan of raised funds;
2. Use the over raised funds for permanent replenishment of working capital or repayment of bank loans; 3. Change the purpose of raised funds;
4. After the investment projects with raised funds (hereinafter referred to as "raised investment projects") are completed, the use of surplus raised funds (including interest income) of more than 10% of the net raised funds; 5. Budget adjustment for projects invested with raised funds that need to exceed the budget due to special reasons.
(II) the board of directors is responsible for approving the following matters:
1. Temporarily idle the raised funds for cash management;
2. Temporarily use idle raised funds to supplement working capital;
3. Replace the self raised funds invested in the raised investment project in advance with the raised funds;
4. After the completion of a single raised investment project, the company will use the surplus raised funds (including interest income) of the project for other raised investment projects (except that the surplus raised funds (including interest income) is less than RMB 1 million or less than 1% of the committed investment amount of the raised funds of the project);
5. After all the projects invested by raising funds are completed, the use of the surplus raised funds (including interest income) less than 10% of the net raised funds (except that the surplus raised funds (including interest income) are less than 5 million yuan or less than 1% of the net raised funds). Article 4 the relevant business departments of the company shall implement the specific implementation work according to the division of responsibilities.
Article 5 Where a raised investment project is implemented through a subsidiary of the company or other enterprises controlled by the company, the subsidiary or other enterprises controlled by the company shall implement these measures.
Article 6 the raised funds are limited to the investment direction of the raised funds disclosed by the company and the raised investment projects decided or approved by the general meeting of shareholders and the board of directors. The board of directors of the company shall formulate a detailed fund use plan to ensure the standardized, open and transparent use of funds. If the project cannot be completed as planned due to unforeseen objective factors, the company shall publicly disclose the actual situation according to the relevant laws, regulations, normative documents and regulatory requirements of the place of listing.
Article 7 after the raised funds are in place, the company shall timely go through the capital verification procedures, issue a capital verification report by an accounting firm with securities practice qualification, and timely organize the use of the raised funds in accordance with the fund use plan promised in the prospectus, prospectus and other information disclosure documents.
Article 8 where the use of raised funds involves information disclosure, it shall be implemented in accordance with the provisions on the administration of information disclosure of Longyuan Power Group Co., Ltd.
Article 9 the company shall support and cooperate with the recommendation institution to perform the recommendation duties and conduct continuous supervision on the management of the company's raised funds in accordance with the administrative measures for the recommendation business of securities issuance and listing and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020).
Chapter II deposit of raised funds
Article 10 the raised funds shall adhere to the principle of centralized deposit and easy supervision and management, and shall be deposited in the special account established by banks and / or financial institutions with business qualifications approved by the board of directors of the company (hereinafter referred to as the "special account for raised funds") for centralized management. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 11 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 raised 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 once or within 12 months and reaches 20% of the net raised funds, the company shall timely notify the recommendation institution;
(IV) the commercial bank shall issue the bank statement 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 timely issue a statement of account or notify the special account of large amount withdrawal to the recommendation institution or independent financial consultant for three times, or fails to cooperate with the recommendation institution or 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 timely announce the main contents of the tripartite agreement after the signing of the above tripartite agreement. Where the company implements a raised investment project through a holding subsidiary, a tripartite agreement shall be signed jointly by the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers, 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 12 Where a recommendation institution finds that a company or commercial bank fails to perform the tripartite supervision agreement on the storage of raised funds in the special account as agreed, it shall timely report in writing to the Shenzhen Stock Exchange after knowing the relevant facts.
Article 13 if the company believes that the amount of raised funds is large and it is necessary to open a special account in more than one bank in combination with the credit arrangement of the investment project, it may open a special account in more than one bank with the approval of the board of directors under the principle of centralized deposit and convenient supervision, but the funds of the same investment project must be stored in the same special account.
Chapter III use of raised funds
Article 14 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 and strictly comply with them.
(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 Shenzhen Stock Exchange and make an announcement.
(IV) 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, 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. Significant 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 1 year;
3. It exceeds the completion period of the investment plan of the raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
4. Other abnormal circumstances occur in the raised investment project.
Article 15 in principle, the funds raised by the company shall be used for its main business. The company shall not commit the following acts when using the raised funds:
(I) except for financial enterprises, the raised funds are used for high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, and directly or indirectly invest in companies whose main business is the trading of securities;
(II) investments used for pledge, entrusted loans or other disguised changes in the purpose of the raised funds;
(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 measures for the administration of raised funds.
Article 16 if the company intends to replace the self raised funds invested in advance with the raised funds, it may 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. 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 the raised funds shall be used in strict accordance with the purposes of the raised investment projects deliberated and approved by the general meeting of shareholders and the board of directors. The board of directors of the company shall monitor the actual use of the raised funds to ensure that the raised investment projects are implemented in accordance with the specified schedule.
Article 18 the revenue and expenditure of the raised funds shall be incorporated into the company's fund budget management system.
Article 19 the centralized financial management department of the company is responsible for the management of the special account for raised funds. Article 20 relevant business departments of the company shall be responsible for the management of investment projects with raised funds. Article 21 the temporarily idle raised funds can be managed in cash, and the invested products must meet the following conditions:
(I) it has high security, meets the capital preservation requirements, and the product issuer can provide capital preservation commitments;
(II) 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 report to Shenzhen stock exchange for filing and announcement within 2 trading days.
Article 22 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) income distribution mode, investment scope and safety of investment products;
(V) opinions issued by independent directors, the board of supervisors and the recommendation institution.
Article 23 the company shall meet the following requirements when using idle raised funds to supplement working capital temporarily:
(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) 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) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
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 the independent directors, the recommendation institution and the board of supervisors shall express their explicit consent. The company shall report to Shenzhen Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
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 report to Shenzhen Stock Exchange and make an announcement within 2 trading days after all the capital is returned.
Article 24 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 Shenzhen 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 yuan or less than 1% 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), corresponding procedures and disclosure obligations shall be performed with reference to the changed raised investment projects.
Article 25 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 only 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 Shenzhen 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 10% of the net raised funds, they shall be used only after being deliberated and approved by the board of directors and with the express consent of the independent directors, the recommendation institution and the board of supervisors. The company shall report to Shenzhen 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 yuan or less than 1% 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.
Article 26 Where the company uses the raised funds to purchase the assets (including rights and interests) of the controlling shareholder or actual controller of the company, it shall ensure that it can effectively avoid horizontal competition and reduce related party transactions after the acquisition, It shall also comply with the relevant regulations on decision-making and disclosure of related party transactions in relevant systems such as the stock listing rules of Shenzhen Stock Exchange and the information disclosure management system of Longyuan Power Group Co., Ltd.
Article 27 company use
