募集资金管理
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科伦药业: 关于签订募集资金监管协议的公告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Fundraising Overview - The company issued 30 million convertible bonds at a price of 100 RMB each, raising a total of 3 billion RMB, with a net amount of 2.980054 billion RMB after deducting fees [1][2] - The funds raised are subject to verification by KPMG, which issued a report confirming the amount [1] Fund Usage Changes - The company has terminated the original fundraising projects and redirected the funds towards new projects, including the construction of an intelligent infusion production line and upgrades to existing production lines [1][2] - The company plans to use up to 1.25 billion RMB of idle funds to temporarily supplement working capital, with a repayment period not exceeding 12 months [2] Fund Management and Supervision - The company has established special accounts for the management of the raised funds and signed regulatory agreements with banks and underwriters to ensure proper oversight [2][4] - The supervisory agreements involve multiple parties, including the company, its subsidiaries, and the underwriting institution, ensuring compliance with regulations [4][5] Account Opening and Balance - As of September 4, 2025, the company has opened several special accounts with Bank of China for the management of the raised funds [3][4]
天振股份: 国投证券股份有限公司关于浙江天振科技股份有限公司2025年半年度持续督导跟踪报告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The company, Zhejiang Tianzhen Technology Co., Ltd., is undergoing significant changes in its fundraising projects and operational strategies due to external trade pressures and internal performance challenges [1][3][8]. Summary by Relevant Sections Company Operations and Fundraising Projects - The company has extended the construction period of its fundraising project in the U.S. to June 30, 2027, changing the project from an annual production capacity of 3 million square meters to 2 million square meters of new inorganic composite flooring [1][2][4]. - The U.S. project is now managed by a new entity, Boson New Materials Company, located in Georgia, with construction expected to start in December 2024 and production to begin in July 2025 [1][2][4]. Performance and Challenges - The company has faced significant challenges due to U.S. customs imposing strict import restrictions, which have severely impacted export orders and overall business performance [2][3][8]. - As of 2024, the company is projected to incur losses, prompting it to enhance research and development efforts and explore new product lines to stabilize its operations [3][8]. Compliance and Regulatory Actions - The company has been reminded to continuously monitor factors leading to performance fluctuations and to fulfill its information disclosure obligations [2][3][10]. - Due to the improper use of idle fundraising capital, the company and its executives received warnings from regulatory bodies, necessitating a comprehensive review and improvement of internal controls related to fundraising management [9][10].
科蓝软件: 中信建投证券股份有限公司关于北京科蓝软件系统股份有限公司使用自有资金支付募投项目部分款项并以募集资金等额置换的核查意见
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The company plans to use its own funds to pay for part of the fundraising project expenses and will subsequently replace these with equivalent amounts from the raised funds, ensuring compliance with regulatory requirements and maintaining the integrity of the fundraising process [1][5]. Fundraising Basic Situation - The company issued 4.946 million convertible bonds at a face value of 100 RMB each, raising a total of 494.60 million RMB, which is stored in a designated account [2]. - After deducting issuance costs, the net amount available for investment is 485.61 million RMB [2]. Fundraising Investment Project Situation - The funds raised will be allocated to the following projects: - Digital Banking Service Platform Construction Project: 339.22 million RMB allocated, with 39.25 million RMB (11.57%) utilized as of June 30, 2025 - Supplementing Working Capital: 146.39 million RMB fully utilized [2]. Reasons for Using Own Funds - The company needs to cover personnel costs such as salaries and social security, which must be paid through a basic deposit account as per regulations. Using the fundraising account directly for these payments would not comply with the requirements [2][3]. Impact on the Company - The use of self-funds for project payments and subsequent replacement with raised funds will not affect the normal implementation of the fundraising project and does not constitute a change in the direction of the raised funds or harm shareholder interests [4][5]. Review Procedures and Opinions - The board of directors approved the proposal to use self-funds for project payments, and the audit committee confirmed that the necessary decision-making procedures were followed, ensuring no adverse effects on the fundraising project [4][5]. Sponsor's Verification Opinion - The sponsor has verified that the company's actions comply with relevant regulations and will not impact the fundraising project's investment plan or shareholder interests [5].
*ST星光: 募集资金管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The document outlines the fundraising management measures of Guangdong Star Development Co., Ltd., aiming to standardize the management of raised funds, improve their utilization efficiency, and protect investors' interests [2][3]. Group 1: General Principles - The company establishes these measures based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "raised funds" includes funds from initial public offerings, follow-on offerings, and convertible bonds, as well as private placements for specific purposes [2]. Group 2: Fund Management and Oversight - The board of directors must establish internal control systems for the storage, use, and management of raised funds, detailing storage, usage, changes, supervision, and accountability [3]. - Directors and senior management are required to ensure the proper use of raised funds and prevent unauthorized changes in their usage [3]. - Major shareholders and actual controllers are prohibited from misappropriating or occupying the company's raised funds [3]. Group 3: Fund Storage - The company must set up dedicated accounts at reputable banks for storing raised funds, with the number of accounts not exceeding the number of investment projects [4]. - A tripartite supervision agreement must be signed with the underwriter and the bank within one month of the funds being in place [4]. Group 4: Fund Usage - Raised funds should primarily be used for the company's main business, and financial investments or loans are strictly prohibited [6][7]. - The company must disclose the actual usage of raised funds accurately and completely, with regular reports to the board [7][8]. Group 5: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to the Shenzhen Stock Exchange [13][14]. - If a project is terminated or funds remain after project completion, the company must follow specific procedures to reallocate those funds [16][17]. Group 6: Supervision and Accountability - The accounting department must maintain detailed records of fund usage, and internal audits should occur quarterly [36]. - Any violations in fund usage leading to losses will result in legal accountability for responsible personnel [40].
四宗违规“踩线”!神火股份及7名高管收深交所监管函 关联资金、同业竞争等均未合规披露
Mei Ri Jing Ji Xin Wen· 2025-09-05 15:58
Core Viewpoint - The regulatory warning highlights significant compliance issues within Shenhuo Co., Ltd, indicating serious internal control deficiencies and potential risks in corporate governance and information disclosure [2][6]. Group 1: Compliance Violations - Shenhuo Co., Ltd was found to have four major compliance violations related to corporate governance and information disclosure [6]. - The company failed to disclose non-operating fund transactions with its controlling shareholder and other related parties as required [7]. - There were significant flaws in handling competition issues, with the company not timely disclosing the competitive relationship with its controlling shareholder [8]. Group 2: Fund Management Issues - Shenhuo Co., Ltd exhibited serious non-compliance in the use and management of raised funds, including the replacement of raised funds with self-raised funds without following necessary procedures [8]. - The company’s decision-making and supervisory mechanisms, referred to as the "three meetings" (shareholders' meeting, board of directors, and supervisory board), were found to be non-compliant, indicating potential weaknesses in governance [8]. Group 3: Accountability of Management - Seven current and former senior executives, including the chairman and general manager, were identified as directly responsible for the violations, highlighting a lack of diligence and accountability [9]. - The Shenzhen Stock Exchange emphasized the need for Shenhuo Co., Ltd and its management to learn from this incident and adhere strictly to relevant laws and regulations regarding information disclosure [9].
奇精机械: 募集资金管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The article outlines the fundraising management system of Qijing Machinery Co., Ltd, emphasizing the need for proper use and management of raised funds to protect investors' rights and enhance operational efficiency [1][2][3] Fundraising Management Principles - The funds raised are defined as money obtained through the issuance of stocks or other equity-like securities, excluding funds raised for employee stock ownership plans [1] - The company must use the raised funds specifically for their intended purposes, adhering to national industrial policies and legal regulations, and primarily for core business activities [1][2] - The board of directors is responsible for monitoring the management and usage of the raised funds to mitigate investment risks and enhance fund utilization efficiency [2][3] Fund Storage and Management - The company is required to open a dedicated account for the raised funds in a commercial bank, ensuring that these funds are managed and utilized exclusively for their intended purposes [3][4] - If the company has multiple rounds of financing, separate accounts must be established for each round [3] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being received [4][5] Fund Usage Guidelines - The company must follow a strict approval process for using the raised funds, ensuring that all expenditures align with the investment plans outlined in the issuance documents [6][7] - Funds should primarily be used for core business operations, and any significant changes to the usage plan must be disclosed promptly [7][8] - The company is prohibited from using the raised funds for financial investments or providing funds to controlling shareholders or related parties [7][8] Reporting and Disclosure - The company must disclose the actual usage of the raised funds, including any changes in investment plans, within two trading days of such changes [14][15] - A special report on the management and usage of the raised funds must be prepared and disclosed semi-annually, detailing compliance and any discrepancies in investment progress [29][30] Accountability and Compliance - The financial department is responsible for daily supervision of the raised funds, maintaining detailed records of all transactions [17][18] - Any violations of the fundraising management system may result in disciplinary actions against responsible personnel [31][32] - The board of directors must ensure ongoing compliance with the fundraising management regulations and report any significant issues to the relevant authorities [19][20]
双林股份: 募集资金管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
双林股份有限公司 募集资金管理办法 为规范双林股份有限公司(以下简称"公司")的法人治理结构,规范公司 募集资金的管理和运用,以维护股东的合法利益,根据《中华人民共和国公司法》 (以下简称"《公司法》")、《中华人民共和国证券法》(以下简称"《证券 法》") 、 第二条 公司董事会应当对募集资金投资项目的可行性进行充分论证,确信 投资项目具有较好的市场前景和盈利能力,有效防范投资风险,提高募集资金使 用效益。 《上市公司募集资金监管规则》、 《深圳证券交易所创业板股票上市规 则》、 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运 作》 (以下简称"《规范运作指引》") 等法律、法规、规范性文件和《双林股 份有限公司章程》(以下简称"《公司章程》")的规定,结合公司实际情况, 特制定本制度。 第一章 总则 第一条 本制度所称募集资金是指公司通过公开发行证券(包括首次公开发 行股票、配股、增发、发行可转换公司债券等)以及非公开发行股票向投资者募 集并用于特定用途的资金。 募集资金投资项目通过公司的子公司或公司控制的其他企业实施的,则该子 公司或控制的其他企业应遵守本制度。 募集资金投资项目 ...
江苏索普: 江苏索普募集资金管理办法
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The purpose of the fundraising management measures is to standardize the use and management of funds raised by Jiangsu Sop Chemical Co., Ltd., improve the efficiency and effectiveness of fund usage, and protect the legitimate rights and interests of investors [1][2] - The term "raised funds" refers to the funds raised by the company through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [1] Fund Management and Usage - The company must ensure that raised funds are used exclusively for publicly announced investment projects, and any changes in usage require a resolution from the shareholders' meeting [2][3] - The board of directors is responsible for establishing and implementing the fundraising management measures, ensuring timely and accurate disclosure of the actual use of raised funds [2][3] - The controlling shareholders and related parties are prohibited from occupying the company's raised funds or obtaining improper benefits from investment projects [3] Fund Storage and Supervision - Upon receipt of raised funds, the company must establish a special account for centralized management, and funds must not be used for non-raised purposes [4][5] - A tripartite supervision agreement must be signed with the sponsor and the commercial bank where the funds are stored, detailing the management and oversight responsibilities [4][5] Fund Usage Procedures - The use of raised funds must adhere to the company's financial regulations, requiring approval for each expenditure [5][6] - The company is prohibited from using raised funds for financial investments or providing funds to controlling shareholders or related parties [6][7] - If a project experiences significant changes or delays, the company must reassess its feasibility and disclose the situation [7][8] Management of Idle Funds - Temporarily idle raised funds can be managed through cash management products, which must meet specific safety and liquidity criteria [8][9] - Any temporary use of idle funds for working capital must be approved by the board and disclosed [9][10] Handling of Surplus Funds - Any surplus funds exceeding the planned amount must be used for ongoing or new projects, or for share repurchases [10][11] - The company must disclose the specific usage plan for surplus funds by the time the related projects are completed [11][12] Changes in Fund Usage - Changes in the use of raised funds require board approval and must be disclosed, especially if it involves new projects or significant alterations to existing ones [13][14] - The company must ensure that any new investment projects enhance competitiveness and innovation capabilities [14][15] Fund Management and Oversight - The company must maintain records of the usage of raised funds and report on the progress of investment projects [28][29] - Internal audits of the management and usage of raised funds must be conducted at least biannually, with findings reported to the board [31][32] - The board must ensure compliance with regulations regarding the use of raised funds and take responsibility for any violations [34]
长青股份: 募集资金管理制度
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - The company has established a comprehensive system for managing and utilizing raised funds to ensure efficiency and protect investor interests, in compliance with relevant laws and regulations [1][2][3]. Group 1: Fund Management and Usage - The company must ensure that raised funds are used in accordance with the commitments made in the issuance application documents and cannot change the intended use without proper procedures [1][6]. - A special account must be established for raised funds, and these funds should not be mixed with other funds or used for non-designated purposes [2][3]. - The company is required to disclose the actual usage of raised funds accurately and completely, and any significant issues affecting the investment plans must be announced promptly [6][8]. Group 2: Oversight and Reporting - The board of directors must continuously monitor the storage, management, and usage of raised funds to prevent investment risks and enhance the effectiveness of fund usage [4][5]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the bank holding the raised funds, detailing the management and withdrawal procedures [3][4]. - The company must conduct regular audits and provide reports on the management and usage of raised funds, ensuring compliance with regulations [29][30][31]. Group 3: Special Cases and Adjustments - If the company intends to change the use of raised funds or utilize excess funds, it must obtain board approval and disclose the reasons and implications of such changes [14][23][24]. - The company can temporarily use idle raised funds for cash management, provided it does not affect the normal progress of investment projects [10][19]. - Any delays in project completion or changes in investment plans must be reviewed and approved by the board, with timely disclosures made to stakeholders [12][13][16].
友车科技: 用友汽车信息科技(上海)股份有限公司募集资金管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:15
Core Viewpoint - The company has established a fundraising management system to regulate its fundraising activities, enhance the management of raised funds, prevent risks, and ensure the safety of these funds while maintaining the company's image and protecting shareholder interests [2][3]. Fundraising Management - The system applies to funds raised through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must establish internal controls for the storage, management, use, and supervision of raised funds, including approval authority and risk control measures [3][4]. Fund Storage - The company is required to open a special account for raised funds in a commercial bank approved by the board of directors, ensuring that these funds are not mixed with other funds [4][5]. - 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 [4][6]. Fund Usage - Raised funds must be used specifically for their intended purposes, aligning with national industrial policies and promoting sustainable development [7][8]. - If a fundraising project encounters significant changes in market conditions or fails to meet investment timelines, the company must reassess the project's feasibility and disclose any necessary adjustments [8][9]. Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders, especially if it involves new projects or significant alterations to existing ones [13][14]. - The company must ensure that any surplus funds are used for ongoing projects, share repurchases, or other approved purposes [11][12]. Fund Management and Supervision - The company is required to maintain accurate records of the use of raised funds and report on their status regularly [17][18]. - Independent financial advisors must conduct ongoing supervision and audits of the fundraising activities, reporting any irregularities to the relevant authorities [18][19].