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剑桥科技: 募集资金管理规定(H股发行并上市后适用)

Core Viewpoint - The regulations established by Shanghai Cambridge Technology Co., Ltd. aim to standardize the management and use of raised funds following the issuance and listing of H shares, ensuring compliance with relevant laws and regulations [2][16]. Group 1: General Provisions - The regulations are formulated based on various laws, including the Company Law and Securities Law of the People's Republic of China, as well as the company's articles of association [2]. - The term "raised funds" refers to funds raised through public issuance of securities for specific purposes, excluding funds raised for equity incentive plans [2][3]. - The board of directors is responsible for disclosing the usage of raised funds in accordance with applicable laws and regulations [2][3]. Group 2: Fund Storage - Raised funds must be stored in a special account established by the board of directors, and cannot be used for non-raised fund purposes [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [3][4]. - The agreement must include details such as the account number, project details, and monthly bank statements [3]. Group 3: Fund Usage - The company must clearly define the application, approval authority, decision-making process, risk control measures, and information disclosure procedures for the use of raised funds [6]. - Raised funds should primarily be used for the main business, and certain prohibited activities include financial investments and providing funds to related parties [6][8]. - If the actual raised funds exceed the planned amount, up to 30% of the excess can be used for permanent working capital or repaying bank loans, subject to board and shareholder approval [9][10]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [19][20]. - New investment projects must be analyzed for feasibility and profitability, ensuring they align with the main business [20][21]. - If a project is completed with surplus funds, these can be redirected to other projects with board approval [17][18]. Group 5: Management and Supervision - The board must conduct a comprehensive review of the usage of raised funds every six months and issue a special report on the status of fund storage and usage [24][25]. - Independent non-executive directors and the audit committee must continuously monitor the management and usage of raised funds [26][27]. - Any violations in fund management must be reported to the board and disclosed to the stock exchange [26][27].