Chapter 1 General Provisions
Article 1 To strengthen the management of raised funds by Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), regulate the use of raised funds, and effectively protect the interests of the vast number of investors, these Measures are formulated 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 "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "GEM Listing Rules"), the "Supervision Guidance No. 2 for Listed Companies - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies," the "Hong Kong Stock Exchange Listing Rules" (hereinafter referred to as the "Hong Kong Listing Rules"), and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Kunlun Tech Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 Raised funds as referred to in these Measures refer to funds raised by the Company through public issuance of securities (including initial public offerings, domestic and overseas rights issues, additional share issuances, convertible corporate bonds, detachable convertible corporate bonds, corporate bonds, warrants, etc.) and non-public issuance of shares to investors for specific purposes.
The management of funds raised by the Company through the issuance of H shares in the Hong Kong stock market shall be carried out in accordance with the "Hong Kong Listing Rules" and other relevant internal management regulations of the Company.
Article 3 Upon the arrival of raised funds, the Company shall promptly handle the capital verification procedures, and a capital verification report shall be issued by an accounting firm with securities practice qualifications. The Company shall manage the raised funds in accordance with the principles of dedicated account deposit, standardized use, truthful disclosure, and strict management.
Article 4 When formulating the raised funds plan, the Company shall prudently consider its own capital utilization capacity and balance sheet structure. Each fundraising shall comply with the regulations of the China Securities Regulatory Commission and other relevant documents.
Article 5 The Company's Board of Directors is responsible for the use and management of raised funds. The Audit Committee, independent directors, and the sponsor shall exercise supervision over the management and use of raised funds.
The Company's Board of Directors is responsible for formulating a detailed plan for the use of raised funds, organizing the implementation of the raised funds investment projects (hereinafter referred to as "investment projects"), and ensuring that the use of raised funds is open and transparent.
If the investment projects are implemented through the Company's subsidiaries (if any) or other enterprises controlled by the Company (if any), the Company shall ensure that such subsidiaries or controlled enterprises comply with these Measures.
Chapter 2 Storage of Raised Funds
Article 6 The Company shall prudently select commercial banks and open special accounts for raised funds (hereinafter referred to as "special accounts"). The Company's raised funds shall be centrally managed in special accounts determined by the Board of Directors. Special accounts shall not be used to deposit non-raised funds or for other purposes. The establishment of special accounts and the storage of raised funds shall be handled by the Company's finance department.
The number of special accounts for raised funds shall not exceed the number of investment projects in principle. If the Company has undergone financing twice or more, separate special accounts for raised funds shall be established.
Net raised funds exceeding the planned amount (hereinafter referred to as "surplus funds") shall also be deposited in the special accounts for raised funds.