Shenzhen Langke Technology Co., Ltd. Management System for Raised Funds
Chapter 1 General Provisions
Article 1 To regulate the storage, use, and management of raised funds by Shenzhen Langke Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the safety of raised funds, and maximize the protection of investors' legitimate rights and interests, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Supervisory Rules for Raised Funds of Listed Companies," the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 2 - Standardized Operation of GEM Companies" (hereinafter referred to as the "Standardized Operation Guide"), and other laws, regulations, and normative documents, combined with the Company's actual situation, this system is hereby formulated.
The term "raised funds" as used in this system refers to funds raised by the Company from investors through the issuance of stocks or other equity-based securities for specific purposes, excluding funds raised by the Company for the implementation of equity incentive plans.
After the raised funds from the issuance of stocks or other equity-based securities are in place, the Company shall promptly handle the capital verification procedures, and a capital verification report shall be issued by a certified public accountant firm that meets the requirements of the "Securities Law."
Article 2 The Company shall, within one month at the latest after the raised funds are in place, sign a tripartite supervision agreement (hereinafter referred to as the "Agreement") with the sponsor or independent financial advisor and the commercial bank where the raised funds are deposited (hereinafter referred to as the "Commercial Bank"). The Agreement shall include, at least, the following contents:
(I) The Company shall centrally deposit the raised funds in a special account for raised funds (hereinafter referred to as the "Special Account");
(II) The account number of the special account for raised funds, the investment projects of the raised funds involved in this special account (hereinafter referred to as the "Raised Fund Investment Projects"), and the deposited amount;
(III) If the amount withdrawn from the special account by the Company in a single instance or within twelve months cumulatively exceeds RMB 50 million or 20% of the net amount of raised funds after deducting issuance expenses (hereinafter referred to as the "Net Amount of Raised Funds"), the Company and the Commercial Bank shall promptly notify the sponsor or independent financial advisor;
(IV) The Commercial Bank shall issue a bank statement to the Company every month and copy it to the sponsor or independent financial advisor;
(V) The sponsor or independent financial advisor may inquire about the special account information at the Commercial Bank at any time;
(VI) The sponsor's or independent financial advisor's supervision responsibilities, the Commercial Bank's reporting and cooperation responsibilities, and the methods for the sponsor or independent financial advisor and the Commercial Bank to supervise the use of the Company's raised funds;
(VII) The rights, obligations, and liabilities for breach of contract of the Company, the Commercial Bank, the sponsor, or the independent financial advisor;
(VIII) If the Commercial Bank fails to provide the bank statement or notify the special account of large withdrawals to the sponsor or independent financial advisor three times in a timely manner, or fails to cooperate with the sponsor or independent financial advisor in inquiring about and investigating the special account information, the Company may terminate the Agreement and cancel the special account for raised funds.