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Jiangsu hengtong photoelectric 1 raise funds management company limited (revised November 2011) chapter one article in order to regulate the Jiangsu hengtong photoelectric company limited (hereinafter referred to as "company"), used to raise funds and management, protecting the legitimate rights and interests of investors. Pursuant to the People's Republic of China company law, the China people'sAnd the State securities law, the initial public offering of shares and securities listing regulations, the listed companies raise money issuing regulations, the agreement on the previous usage reporting regulations, for the further notice used by listed companies raise money, under the listing rules of Shanghai Stock Exchange, the Shanghai Stock Exchange-listed companies raise money managementProvisions, the Convention on the Shanghai Stock Exchange listed companies raise funds using ultra management-related issues, such as notice of the provisions of the laws, regulations and regulatory documents, combined with the actual situation of the company, this management approach. Article raise money this way, the term refers to the company through a public offering of securities (including initial public offerings of shares, rights issues, rights issues, releaseIssuance separate trading of convertible bonds, convertible bonds, etc) as well as non-public-offering ways to raise funds for a particular purpose, but does not include the company implemented stock ownership incentive plans to raise funds. Article is in accordance with the prospectus of the company (or any other public fundraising manual) disclosed to raise capital and shareholders ' meeting, the Board of DirectorsDiscussion and approval process uses to raise money, raise funds and timely disclosure as required by relevant usage and results. Fourth non-resolutions of the general meeting of shareholders by the company in accordance with law, a person shall not be entitled to change the company to raise money for capital purposes. Fifth article this is to raise money for the storage, use and management of the company basic system companies raise moneyStorage, use, modification, supervision should be implemented strictly in accordance with the regulations. Chapter fundraising store article sixth to raise money in place, companies should promptly complete the verification procedure, by a public accounting firm with securities practice qualification shenyan and producing capital verification report and issued in accordance with the commitment in the application document immediately raises the Fund use plan, the organization used to raise funds。 Section 2 of the company to raise funds should be deposited in the special account established by the Board (hereinafter referred to as "dedicated fund-raising accounts") for centralized management. Non-fundraising fundraising special accounts shall be kept or used for other purposes. Companies feel larger and the amount necessary to raise funds in the special account for more than one bank, while upholding the centralized storage and easy to monitorBased on the principles, approved by the Board, you can open a special account in more than one bank, provided funds for the same investment project shall be in the same special account storage. Non-fundraising fundraising special accounts shall be kept or used for other purposes. Raise money must not be stored in non-bank financial institutions such as financial companies of enterprise groups. After the eighth of the company should raise money in the account twoWeek and sponsors raise funds, deposit banks to raise capital account store tripartite Monitoring Protocol. The agreement should at least include the following: (I) the company should be to focus fundraising raise money deposited in accounts, (ii) banks should monthly raises money to company account bank statements, and copied to the sponsor and (iii) company 1 or 12Cumulative raise money from the account within one month paid the amount over $ 50 million and reached the release after deducting the costs of issue of the total funds raised NET (hereinafter referred to as "fundraising net") 10%, company shall promptly notify the sponsor and (iv) sponsor can raise money to bank account information at any time and (v) companies, banks, sponsor breachesThe above requirements, liable for breach in accordance with law. Company signed in the agreement should be within 2 business days after filing and notice of Shanghai Stock Exchange. Due to the expiry of the agreement in the sponsor or banking changes cause of early termination, the company should be within two weeks from the date of termination of the agreement entered into new agreements with interested parties, and 2 when the new agreement is signedIntraday record and report on Shanghai Stock Exchange announcements. Nineth raise funds should be earmarked, involving the financial sector activity should be separately to raise funds to establish and improve the relevant accounting records. Article tenth sponsors continuing supervision responsibility concerns to raise funds for the period of use and implementation of investment projects, companies should support and cooperate with the sponsor shoesLine functions. Chapter raise funds using 11th used to raise capital should uphold the principle of careful planning, standardized operation, open and transparent. Raise funds should be in line with national industrial policy and on environmental protection, land management, and other provisions of the laws and administrative regulations. 3 seriously affect the normal situation raises the Fund use plan, the company should beTimely report and notice of Shanghai Stock Exchange. 12th of the company to raise money may be used only in strict accordance with the commitment to raise money to use in the release application documents you plan to use, earmarked, not for other uses. 13th company when they are used to raise money, as used by departments (units) submit the application usage report, after the signing of that company's Finance Department by the Chief Financial OfficerFirst instance agreed that reported to the Chairman of the Board or the Board for approval. Single drawn amounts less than $ 20 million, approved by the Chairman; single drawn amounts over $ 20 million, approved by the Board. Financial departments should raise money using establishment pedestal debt respectively, and each month 5 days ago in conjunction with the organization uses to raise money for the monthCheck conditions, by the financial sector to raise money using monthly reported to company leaders and copied to the relevant department or unit, raise money until completion. Monthly amount should include items used to raise money, detailed lists of graded into time and amount; completion of the project and achieve effectiveness, raise funds, estimated remaining monthly drawSuch notes. Matters related to disclosure of information, Office of the company's Board shall promptly make disclosure plan and notify the charge of Deputy General Manager and, if necessary, should be reported to the Chairman. Compliance validation procedures for the Conference, shall immediately report the Chairman or the convenor of the Board of supervisors, and timely in accordance with articles of temporary meeting notice to the directors, supervisors. XIFour investment projects should be implemented according to the schedule of Board commitments, raising money to refine specific sectors using the progress of the work, ensuring that all work according to the schedule completed and Office to the Finance Department and the Board on a regular basis to provide concrete work schedule. Objective elements of the 15th of the company for unforeseen impact project not on promises of the desired planWhen progress is complete, must be promptly reported to the Shanghai Stock Exchange and public disclosure of the actual situation and explain why in detail. Article 16th raise capital investment projects (hereinafter referred to as "raise the tender"), the following occurs, the company should be to raise investment and feasibility of the project, the expected gains demonstrated again, decide whether to proceed with the implementation of the project, and in the latest issueDisclosed in the report of the project's progress, raised, adjusted for unusual reasons, and the tender (if any): 1, raising investment projects involve major changes in market conditions; 2, raising investment projects on hold for more than 1 year; 4, more than raise money time frames for completion of the investment plan and raise funds invested has failed to meet the plan amount 50%; Other exception 4, raise investment projects. Article 17th companies use to raise money may not be any of the following acts: (a) raise the tender held traded financial assets and financial assets available for sale, lends, of entrusting financial transactions, and other financial investments, direct or indirect investments in the trading portfolio as the main business of the company, and (ii) through the pledge, Loan, or otherwise disguise change raised funds, (c) to raise money by controlling shareholders, the actual control associated persons who occupy or misappropriation, for Affiliate use raise investment projects to obtain illegitimate interests. 18th company has disclosed in the application documents to be issued to raise capital replacement into self-financing and amounts of money spent in advance determined in advance, must pass through theSpecial audit in accountant, sponsor comments back, and considered by the Board through the rear can be implemented. Company Board of directors should be completed within 2 business days after the replacement report and notice of Shanghai Stock Exchange. In addition to the preceding paragraph, a company to raise capital replacement investment in advance of raising investment and self-financing of the project, shall be referred to the change raising investment projects carry out the appropriate procedures andThe obligation to disclose. 19th of the company to raise liquidity in the money is used to supplement the idle, should meet the following requirements: (a) is limited to the main business-related use of production and management, arrangements for placement of new shares may not be directly or indirectly, purchase, or to stock and its derivative varieties, such as convertible bonds trading, (ii) you will not disguise change raisedUse of funds, and shall not affect the normal to raise capital investment plans, (iii) single supplementary liquidity the amount shall not exceed the net Fundraising 50%; (d) single supplementary liquidity should not exceed 6 months; and (v) was returned has expired the previous raise funds for supplementary liquidity for the time being (if applicable). Companies raise money to spare to temporarilyWhen additional liquidity, should be adopted by the company's Board of Trustees considered and endorsed by the independent directors, sponsors, Board of supervisors to express their views, within the 2 day report and notice of Shanghai Stock Exchange. Raise money more than this amount of more than idle 10% raise funds add liquidity, shall be adopted by the general meeting of shareholders to consider, and provides a network to a vote.Liquidity in the financial departments shall supervise the company for the time being used to supplement used to raise funds, and in the supplementary liquidity before the maturity date, raise money to return the money to the accounts and funds after you return all State 5 is written notice to the Office of the company's Board, report of the Board of Directors Office within 2 business days and Shanghai Stock Exchange announcements. The 20thAfter a single raise investment project, the company will raise money the project savings (including interest income) is used to raise investment and other projects, shall be approved by the Board of Directors approved and audited by the independent directors, sponsors, Board of supervisors to express their views before use. Raise money savings (including interest income) less than 1 million or less than the project to raise money promised investment of 5%, Be protected from discharge procedure in the preceding paragraph, its usage should be disclosed in the annual report. Company a single raise savings raised funds for investment projects (including interest income) for non-raising investment projects (including liquidity), raise investment projects carry out the appropriate procedures and shall be referred to change disclosure obligations. Article 21st placement investment projects are all completed, raise money savings (including interestIncome) 10% per cent of the net at fundraising, consideration by the General Assembly shall be approved by the Board of Directors and shareholders, Board of supervisors and independent directors, sponsors, to express their views before use the savings to raise money. Raise money savings (including interest income) than raising money net 10%, shall be adopted by the Board of Trustees considered, and independent directors, sponsors, Board of supervisors madeSee before use. Raise money savings (including interest income) less than 5 million or less than net fundraising 5%, be protected from discharge procedure in the preceding paragraph, which should be in the latest issue of the use of disclosures in periodic reports. Fourth chapter raising money to change article 22nd project to raise funds prospectus or collection of manuals and company commitmentConsistent with the project, cannot be changed in principle. Due to market factors such as the change needs to be changed when you raise money, must be considered by the Board and in accordance with legal procedures submitted to the general meeting of shareholders to consider, and after the disclosure of information before they can change investment projects. Involving related transactions, should avoid voting associate director or shareholder. Company changes raise the tender only carried outPoint, be protected from discharge procedure in the preceding paragraph, it should be considered by the Board by, and report back within 2 business days notice of Shanghai Stock Exchange and change causes and views of the sponsors. Article 23rd raised the tender should invest in the company was changed to the main business. New companies should be science, carefully collecting investment projects feasibility analysis, convinced that investment projectsHave good market prospects and profitability, and effectively guard against risks, improving the use benefit of raising money. 24th company intends to raise investment and project changes shall be submitted to the Board consideration of the report within 2 business days after notice of Shanghai Stock Exchange and the following: 6 (a) the original raising investment and basic situation of project and specific reasons for the change, (ii) new offeringCast project of basic situation, and feasibility analysis and risk prompted; (three) new raised cast project of investment plans; (four) new raised cast project has made or has yet to be about sector approval of description (as applies); (five) independent directors, and Board of supervisors, and sponsor people on change raised cast project of views; (six) change raised cast project is needed submitted shareholders General Assembly considered of description; (seven), Other content required by the Shanghai Stock Exchange. New collecting investment projects relating to related party transactions, asset purchases, foreign investment, shall be referred to the relevant rules of disclosure. 25th of the company changes raise the tender for acquisition of the controlling shareholders or the actual controlling one asset (including interest), it shall ensure that after the acquisition to avoid competition and reduced customsStock trading. 26th of the company intends to raise a foreign transfer or replacement of the investment project (raised in the implementation of major investment projects in company assets replacement of all external transfers or exception), should be submitted to the Board consideration of the report within 2 business days after notice of Shanghai Stock Exchange and the following: (a) the external transfer or displacement of raising investment and project specific reasons (ii) Has using raised funds investment the project of amount; (three) the project completed degree and implementation benefit; (four) for into project of basic situation, and feasibility analysis and risk prompted (as applies); (five) transfer or replacement of pricing pursuant to and the related proceeds; (six) independent directors, and Board of supervisors, and sponsor people on transfer or replacement raised cast project of views; (seven) transferOr raise investment projects to be submitted to the general meeting of shareholders to consider replacement instructions, (VIII) other content required by the China Securities Regulatory Commission and the Shanghai Stock Exchange. Companies should give full attention to the collection and use of, the transfer price changes in ownership of the asset swaps and asset swaps of continuous operating conditions, to carry out the necessary information disclosure obligations. Fifth chapter raise funds management and supervision27th of the company directors swtor credits, supervisors and senior managers should be diligent in due diligence, supervise, regulate the operation of the company to raise money, consciously protect the company's assets shall not take part in, assisted or tolerated by companies raising funds without authorization or a change in disguise. 7 article Board every six months to complete the verification raise investment and progress of the project, to raise fundsOf deposit issued by the companies to raise money and use special report, and actual usage. The companies to raise money and actual use of a special report should be considered by the Board of Directors and the Board of supervisors passed, and should be within 2 business days after the submission of the Board of Trustees considered the report and notice of Shanghai Stock Exchange. Article 29th of sponsors at least every six months onStorage and use of the company to raise money for a site survey, companies should cooperate. After the end of each fiscal year, sponsor companies to raise money for the year should be used to produce special verification reports. After the end of each fiscal year, corporate boards should be in storage and the actual use of funds raised by the companies disclosed in the report of the special sponsorConcluding observations of the special verification reports. Article 30th the Board of Auditors, the Board of supervisors or one-second more independent directors may engage a certified public accountant to raise money and conduct a special audit of the use of and producing special audit reports. Board of Directors shall actively cooperate with swtor power leveling, the company shall bear the cost of necessary. Board of Directors shall receive a certified public accountantAudit report within 2 business days after the Shanghai Stock Exchange reports and announcements. As the special audit of registered accountant's report raise fund management believes the company contraventions, should also be Bulletin Board raised money and use existing contraventions, or likely to cause the consequences and has, or the measures to be taken. Sixth chapter raise funds using SuperManagement article 31st super raised net proceeds refers to the actual portion of the amount over plans to raise funds. 32nd of the company the use of the proceeds should be adopted by the Board of Trustees considered and endorsed by the independent directors, the Supervisory Board of the company and after the special comments on the sponsor, in accordance with the listing rules of Shanghai Stock Exchange and the raising of funds management regulationsSeeking to fulfil disclosure obligations. Single company or within 12 months of Trojan and the use of the proceeds amount to 100 million yuan renminbi, or in the actual net fundraising at 10% above (including the number), except in accordance with the provisions of the preceding paragraph comply with disclosure obligations, it shall be subject to consideration by the General Assembly of shareholders, and provide a network to a vote. The 33rdCompanies using systems with Hyper-raised funds, should be based on actual demand for production and operation of the company, priority in principle to add a significant investment and project financing gap, for projects under construction and a new project (including the acquisition of assets, and so on) or the return of bank loans, savings in part, be used for temporary or permanent supplementary liquidity. Section 8 of the company the use of proceeds added raising investment and project funding shortageMouth, raise investment and progress in the implementation of the project, should disclose the funding gap exists because, replenishment plan and sponsor special verification opinion. 35th of the company will raise money for ongoing projects and new Super project (including the acquisition of assets, and so on), in principle, should be invested in major business and apply mutatis mutandis to the 23rd and 24th of this approach of relevant provisions,Science, carefully carry out investment projects feasibility analysis, and timely fulfilment of disclosure obligations. 36th of the company the use of the proceeds to repay Bank loans, temporary or permanent supplementary liquidity, should undertake to repay Bank loans or within 12 months of additional liquidity does not engage in securities and derivatives investments, loans (including for others providing financialFunded) recognized by other high risk investment and the Shanghai Stock Exchange, and disclosed. Companies should disclose to repay Bank loans, temporary or permanent supplementary detailed plans and the need for liquidity, should sponsor special verification comments on the necessity and on its plans, special comments on the independent Director should be on this. Company the use of proceeds investmentSubsidiaries to subsidiaries or capital increase, proposed the use of the proceeds to repay Bank loans, a subsidiary of temporary or permanent supplementary liquidity should comply with the provisions of the preceding two paragraphs. 37th of the company Board of directors should be in keeping with the actual use of the companies to raise funds disclosed in the report of the special usage and effects of ultra-proceeds, the sponsor should be in the listed company's annual fund raisingSet money and using special verification verification comments on the report on this. The 38th article except as provided in this chapter, hyper-use and management of funds raised, mutatis mutandis, the regulations on the Shanghai Stock Exchange-listed companies raise money management and other relevant regulations in these measures. Chapter seventh accountability 39th above should report information without theProcedures, timely reporting, adverse effects, investigate the relevant responsibilities of the parties. 40th due to negligence or breach of the system, resulting in information disclosure of the company occurred error loss, or subjected to regulatory reporting, criticism, condemnation, and a series of consequences, the company will hold the parties accountable. 41st for unauthorized changes or disguisedTo raise funds, misappropriated to raise funds for investment in equities and derivatives or convertible bonds, the company will investigate the relevant responsibilities of the parties. 42nd company personnel should observe secrecy discipline, such as sensitive information will be in accordance with the relevant provisions of the security management responsibility to hold the party. 9 Article company hired consultants, intermediariesAgency staff, if the persons associated with unauthorized disclosure of company information, causing losses to the company, the company reserves the right to held accountable for their actions. Eighth chapter supplementary articles 44th raise investment projects through the company's subsidiary, or control of other companies, apply these measures. 45th article this way will raise money under management policies and regulations change in a timely mannerModify or add. Article 46th by the company Board of Directors is responsible for the interpretation of this approach. 47th article this way since the company's Board of review shall come into operation on the date of adoption. Jiangsu hengtong photoelectric its Board two о on November 25, 11