Raised funds management system
Sichuan Huiyu Pharmaceutical Co., Ltd. Raised Funds Management System
Sichuan Huiyu Pharmaceutical Co., Ltd.
Chapter 1 General Provisions
Article 1 In order to regulate the use and management of funds raised by Sichuan Huiyu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), effectively protect the rights and interests of the company and investors, and improve the efficiency of the use of funds, this management system is specially formulated in accordance with the "Company Law of the People's Republic of China", the "Securities Law of the People's Republic of China" and other regulations, in conjunction with the "Supervision Rules for Funds Raised by Listed Companies", "Self-Discipline Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operations" and other relevant regulations.
Article 2 This system applies to the supervision of funds raised by a company from investors through the issuance of stocks or other securities of an equity nature and used for specific purposes, but does not include the supervision of funds raised by the company for the implementation of equity incentive plans.
Article 3 The company’s board of directors shall continue to pay attention to the storage, management and use of raised funds, effectively prevent investment risks, and improve the efficiency of the use of raised funds.
Directors and senior managers should be diligent and responsible to ensure the safety of funds raised by the company, and shall not control the company to change the use of raised funds without authorization or in disguised form.
Article 4 The company’s controlling shareholders and actual controllers may not appropriate the company’s raised funds, nor may they use the company’s raised funds to invest in projects (hereinafter referred to as “raised investment projects”) to obtain improper benefits.
If the company discovers that the controlling shareholders, actual controllers and other related parties have appropriated the raised funds, it shall promptly request the return and disclose the reasons for the occupation, the impact on the company, the repayment and rectification plan and the progress of rectification.
Article 5 Sponsors or independent financial advisors shall perform continuous supervision responsibilities on the management and use of funds raised by the company in accordance with relevant laws and regulations.
Article 6 The storage, use, change and supervision of funds raised by the company shall be strictly implemented in accordance with this system.
Chapter 2 Storage of Raised Funds
Article 7 The deposit of funds raised by the company shall adhere to the principles of security, storage in separate accounts and ease of supervision and management.
Article 8 In order to ensure the safe use and effective supervision of raised funds, the company should open a special bank account in a legally qualified commercial bank for the deposit, receipt and payment of raised funds. Raised funds shall not be deposited in the special account of Sichuan Huiyu Pharmaceutical Co., Ltd. Raised Funds Management System
Non-raised funds or used for other purposes.
Article 9 The company implements a special account storage system for raised funds. The funds raised by the company shall be deposited in a special account established with the approval of the board of directors for centralized management. In addition to the special account for raised funds, the company is not allowed to store the raised funds in other bank accounts (including but not limited to basic accounts, other special accounts, temporary accounts); the company is also not allowed to store production and operation funds, bank loans and other other funds in the special account for raised funds.
Article 10 The company shall sign a three-party supervision agreement for the special account storage of raised funds with the sponsor institution or independent financial consultant and the commercial bank where the raised funds are deposited (hereinafter referred to as the commercial bank) within one month after the raised funds are received. The agreement should at least include the following:
(1) The company shall centrally deposit the raised funds in a special account for raised funds;
(2) The commercial bank shall provide the company with a bank statement of the special account for raised funds every month, and send a copy to the sponsor or independent financial consultant;
(3) Sponsors or independent financial advisors can go to commercial banks to inquire about the special account information for raised funds at any time;
(4) Liability for breach of contract by the company, commercial bank, sponsor institution or independent financial consultant.
If a company implements an investment project through a controlling subsidiary or other entity, a tripartite supervision agreement shall be signed by the company, the company implementing the investment project, a commercial bank and a sponsor or an independent financial consultant. The company and the company implementing the investment project shall be regarded as a common party.
If the above agreement is terminated early due to changes in the commercial bank, sponsor institution or independent financial consultant before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within one month from the date of termination of the agreement. At the same time, companies should actively urge commercial banks that store raised funds to fulfill regulatory agreements on the use of raised funds.
Article 11 The company's financial department should establish a special ledger system for raised funds to record in detail the receipts and payments of raised funds, including but not limited to the bank account number, project usage, project amount, usage time, usage amount, corresponding accounting voucher number, contract, approval record, etc.
Chapter 3 Use of Raised Funds
Article 12 The company shall use the raised funds in accordance with the raised funds use plan promised in the issuance application documents. When any situation occurs that seriously affects the normal progress of the planned use of raised funds, the company shall promptly report to the Shanghai Stock Exchange and make an announcement.
Article 13 When the company invests in raised funds projects, fund expenditures must strictly abide by the company’s funds raised funds management system of Sichuan Huiyu Pharmaceutical Co., Ltd.
Management system and the provisions of this system, and perform approval procedures. For all expenditures on raised funds, the fund use department shall first propose a fund use plan, which shall be signed by the head of the department and submitted to the finance department for review and signed by the chairman of the board before payment can be made; if it exceeds the scope authorized by the board of directors, it shall be submitted to the shareholders' meeting for approval.
Article 14 In principle, raised funds should be used for the main business and invested in the field of scientific and technological innovation. The company shall not engage in the following behaviors when using raised funds:
(1) The raised funds are used to hold financial investments and invest directly or indirectly in companies whose main business is the purchase and sale of securities;
(2) Change the purpose of raised funds in disguised form through pledge, entrusted loan or other means;
(3) Providing raised funds directly or indirectly to controlling shareholders, actual controllers and other related parties to facilitate related parties’ use of raised investment projects to obtain improper benefits;
(4) Other behaviors that violate regulations on the management of raised funds.
Article 15 If a company invests in a raised investment project with self-raised funds in advance, it may replace the self-raised funds with raised funds within 6 months after the raised funds arrive.
Replacement matters shall be reviewed and approved by the company's board of directors, the recommending agency or independent financial advisor shall issue clear opinions, and the company shall disclose relevant information in a timely manner.
Article 16 If the following circumstances arise in a raised investment project, the company shall re-evaluate the feasibility, expected income, etc. of the raised investment project and decide whether to continue to implement the project:
(1) The market environment involved in the investment project has undergone major changes;
(2) After the raised funds are received, the investment project is put on hold for more than one year;
(3) The completion period of the raised funds investment plan is exceeded and the amount of raised funds invested does not reach 50% of the relevant plan amount;
(4) Other abnormal circumstances occur in the investment project.
Under the circumstances specified in the preceding paragraph, the company shall disclose it in a timely manner. 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; if it involves changing the raised investment project, the relevant review procedures for changing the use of raised funds shall apply.
The company shall disclose in the annual report and semi-annual report the specific situation of the re-evaluation of the investment projects during the reporting period.
Article 17 Temporarily idle raised funds may be subject to cash management, and cash management shall be implemented through a special account for raised funds or a publicly disclosed special settlement account for products. Implement the cash raised funds management system of Sichuan Huiyu Pharmaceutical Co., Ltd. through product-specific settlement accounts
If managed, the account shall not store non-raised funds or be used for other purposes. The implementation of cash management shall not affect the normal progress of the investment plan of raised funds. Cash management products must meet the following conditions:
(1) High-security products such as structured deposits and certificates of deposit must not be non-principal guaranteed;
(2) The liquidity is good, and the product term shall not exceed twelve months;
(3) Cash management products are not allowed to be pledged.
When a company opens or cancels a product-specific settlement account, it shall make a timely announcement.
Article 18 The use of idle raised funds to invest in products must be reviewed and approved by the company's board of directors, and the sponsor or independent financial advisor must issue a clear consent opinion. The company should also disclose the following information:
(1) Basic information on the funds raised this time, including the time of raising, amount of funds raised, net amount of funds raised and investment plan, etc.;
(2) Usage of raised funds;
(3) The amount and period of cash management, whether there is any disguised change in the use of raised funds, and measures to ensure that the normal progress of the raised funds project will not be affected;
(4) The income distribution method, investment scope and safety of cash management products;
(5) Opinions issued by the sponsor or independent financial consultant.
Companies should promptly disclose risk warning announcements and explain the risk control measures taken by the company to ensure the safety of funds when the financial status of the product issuer deteriorates, the invested products face losses, or other situations that may harm the interests of the company and investors.
Article 19 A company that uses temporarily idle raised funds to temporarily supplement working capital shall meet the following requirements:
(1) The purpose of the raised funds shall not be changed in any disguised manner, nor shall it affect the normal progress of the investment plan of the raised funds;
(2) It shall be limited to the production and operation related to the main business, and shall not be used for the allotment and subscription of new shares through direct or indirect arrangements, or for the transactions of stocks and their derivatives, convertible corporate bonds, etc.;
(3) The time for a single replenishment of working capital shall not exceed 12 months;
(4) The expired raised funds used to temporarily replenish working capital have been returned (if applicable).
If the temporarily idle raised funds are temporarily used to supplement working capital, the amount, period and other matters shall be reviewed and approved by the company's board of directors, the sponsor or independent financial consultant shall issue a clear consent opinion, and the company shall Sichuan Huiyu Pharmaceutical Co., Ltd. Raised Funds Management System
Promptly disclose relevant information.
Before the expiration date of supplementary working capital, the company should return this part of the funds to the special account for raised funds and make a timely announcement on the return of raised funds.
Article 20 The company shall, based on the company's development plan and actual production and operation needs, properly arrange the use plan for the portion of the actual net raised funds that exceeds the planned amount of raised funds (hereinafter referred to as the excess raised funds). The excess raised funds should be used for projects under construction and new projects, repurchasing the company's shares and canceling them in accordance with the law. The company shall clarify the specific use plan of the excess raised funds at the latest when the entire raised investment project of the same batch is completed, and put it into use according to the plan. The use of over-raised funds shall be resolved by the board of directors in accordance with the law. The sponsor or independent financial advisor shall issue clear opinions and submit them to the shareholders' meeting for review. The company shall promptly and fully disclose the necessity and rationality of the use of over-raised funds and other relevant information. If a company uses super-raised funds to invest in projects under construction or new projects, it should invest in its main business, conduct a scientific and prudent feasibility analysis of the investment project, and fully disclose the construction plan, investment cycle, rate of return and other information of the relevant projects.
If it is indeed necessary to use temporarily idle over-raised funds for cash management or temporary supplement of working capital, the necessity and rationality should be explained. If a company uses temporarily idle over-raised funds for cash management or temporary replenishment of working capital, the amount, period and other matters shall be reviewed and approved by the board of directors. The sponsor or independent financial consultant shall issue clear opinions, and the company shall disclose relevant information in a timely manner. .
Article 21 After the completion of a single or all fundraising projects, the company can use the remaining raised funds (including interest income) from the project for other purposes, which must be reviewed and approved by the board of directors, and can only be used after the sponsor or independent financial advisor has issued a clear consent opinion. The company should make a timely announcement after the board meeting.
If the remaining raised funds (including interest income) are less than RMB 10 million, the company may be exempted from the procedures specified in the preceding paragraph, but the company shall disclose the use of relevant raised funds in its annual report.
Chapter 4 Changes in the Investment Direction of Raised Funds
Article 22 The company shall use the raised funds prudently and in accordance with the purposes listed in the prospectus or other public offering documents, and shall not change the purpose without authorization.
Article 23 If the company has the following circumstances, it will be deemed as a change in the purpose of raised funds:
(1) Cancel or terminate the original investment project, implement new projects or supplement working capital;
(2) Change the entity implementing the investment project;
(3) Change the implementation method of investment projects;
Sichuan Huiyu Pharmaceutical Co., Ltd. Raised Funds Management System
(4) Other circumstances determined by the China Securities Regulatory Commission and Shanghai Stock Exchange.
If the company has the circumstances specified in Item (1) of the preceding paragraph, the sponsor or independent financial consultant shall, based on the relevant documents on raised funds disclosed in the previous period, explain in detail the main reasons for the changes in the raised investment project and the rationality of the relevant opinions in the previous period.
If the implementation entity of the raised investment project changes between the company and its wholly-owned subsidiary, or if it only involves a change in the implementation location of the raised investment project, it will not be regarded as a change in the purpose of the raised funds. Relevant changes should be resolved by the board of directors without going through the shareholders' meeting review procedures. The sponsor or independent financial adviser should issue clear opinions, and the company should disclose relevant information in a timely manner.
If the company uses the raised funds in accordance with the provisions of Articles 17, 19 and 20 and exceeds the amount, time limit and other matters determined by the board of directors' review process, if the situation is serious, it will be deemed to have changed the purpose of the raised funds without authorization.
Article 24 The changed investment projects should be invested in the main business. Companies should scientifically and prudently conduct feasibility analysis of newly raised investment projects, ensure that the investment projects have good market prospects and profitability, effectively prevent investment risks, and improve the efficiency of the use of raised funds.
Article 25 If the company plans to change the investment project, it shall promptly announce the following content after submitting it to the board of directors for review:
(1) The basic situation of the original investment project and the specific reasons for the change;
(2) Basic information, feasibility analysis and risk warnings of newly raised investment projects;
(3) Investment plans for newly raised investment projects;
(4) An explanation that the newly raised investment project has been obtained or is yet to be approved by relevant departments (if applicable);
(5) Opinions of the sponsor institution or independent financial consultant on changes to the investment project;
(6) An explanation that changes in the investment projects need to be submitted to the shareholders’ meeting for review;
(7) Other contents required by the Shanghai Stock Exchange.
Article 26 If a newly raised investment project involves related transactions, asset purchase, or external investment, it shall also be disclosed with reference to the provisions of relevant rules.
Article 27 If the company intends to transfer or replace the investment projects to external parties (except for those projects that have all been transferred or replaced during the company's major asset reorganization), it shall promptly announce the following content after submitting it to the board of directors for review:
(1) The specific reasons for the external transfer or replacement of the investment project;
(2) The amount of raised funds used to invest in the project;
Sichuan Huiyu Pharmaceutical Co., Ltd. Raised Funds Management System
(3) The degree of completion and realized benefits of the project;
(4) The basic situation, feasibility analysis and risk warning of the swap-in project (if applicable);
(5) Pricing basis for transfer or replacement and related income;
(6) Opinions of the sponsor institution or independent financial advisor on the transfer or replacement of the investment project;
(7) An explanation that the transfer or replacement of the investment project still needs to be submitted to the shareholders’ meeting for review;
(8) Other contents required by the Shanghai Stock Exchange.
The company should pay full attention to the collection and use of the transfer price, the changes in ownership of the assets exchanged, and the continued operation of the assets exchanged, and perform necessary information disclosure obligations.
Chapter 5 Management and Supervision of the Use of Raised Funds
Article 28 The company shall truly, accurately and completely disclose the actual use of raised funds. When any situation occurs that seriously affects the normal progress of the investment plan of raised funds, an announcement shall be made in a timely manner.
Article 29 The company's board of directors shall continue to pay attention to the actual management and use of raised funds and excess raised funds (if any), shall comprehensively check the progress of raised investment projects every six months, and issue a "Special Report on the Storage and Actual Use of Raised Funds of the Company" (hereinafter referred to as the "Special Report on Raised Funds") on the storage and use of raised funds.
If there is a discrepancy between the actual investment progress of a raised investment project and the investment plan, the company shall explain the specific reasons in the "Special Report on Raised Funds".
Article 30 Sponsors or independent financial advisors shall, in accordance with relevant laws and regulations, continuously supervise the storage, management and use of funds raised by the company. If any abnormality is discovered during the continuous supervision, on-site inspections shall be carried out in a timely manner. The sponsor institution or independent financial consultant shall conduct an on-site investigation on the storage and use of the company's raised funds at least once every six months.
After the end of each fiscal year, the sponsor or independent financial consultant shall issue a special verification report on the deposit, management and use of the company's annual raised funds, and disclose it when the company discloses its annual report. The verification report should include the following contents:
(1) The storage, management and use of raised funds and the balance of the special account;
(2) The progress of the raised funds project, including the difference from the progress of the raised funds investment plan;
(3) The use of raised funds to replace self-raised funds that have been invested in investment projects with raised funds in advance (if applicable);
Sichuan Huiyu Pharmaceutical Co., Ltd. Raised Funds Management System
(4) The situation and effect of using idle raised funds to supplement working capital (if applicable);
(5) Cash management of idle raised funds (if applicable);
(6) Usage of excess raised funds (if applicable);
(7) Changes in the investment direction of raised funds (if applicable);
(8) Usage of surplus raised funds (if applicable);
(9) Conclusive opinions on whether the deposit, management and use of the company’s raised funds are in compliance with regulations;
(10) Other contents required by the Shanghai Stock Exchange.
During the annual audit, the company should hire an accounting firm to issue an assurance report on the storage, management and use of raised funds, and disclose it together with the annual report.
The company shall cooperate with the continuous supervision, on-site inspection and audit work of the accounting firm by the sponsor or independent financial consultant, and promptly provide or apply to the bank for the necessary information related to the storage, management and use of raised funds.
Article 31 After the end of each fiscal year, the company's board of directors shall disclose the concluding opinions of the sponsor agency or independent financial consultant's special verification report and the accounting firm's assurance report in the "Special Report on Raised Funds".
Article 32 If a sponsor institution or independent financial consultant discovers that a company or a commercial bank has not fulfilled the three-party supervision agreement for the deposit of raised funds in a special account as agreed, or if it discovers major violations or major risks in the company's raised funds management during an on-site inspection of the company, it shall urge the company to make timely rectifications and report to the Shanghai Stock Exchange.
Chapter 6 Supplementary Provisions
Article 33 If the investment project is implemented through the company's subsidiaries or other enterprises controlled by the company, these Measures shall apply.
Article 34 The terms “above” and “before” in this system include the original number, and the terms “more than” and “less than” do not include the original number.
Article 35 This system is revised and interpreted by the company's shareholders' meeting authorizing the board of directors.
Article 36 This system shall come into effect and be implemented on the date it is reviewed and approved by the company's shareholders' meeting, and the same shall apply when it is modified.
Sichuan Huiyu Pharmaceutical Co., Ltd. Sichuan Huiyu Pharmaceutical Co., Ltd. Raised funds management system
August 2025