Yunnan Energy Investment Co.Ltd(002053)
Administrative measures for the use of raised funds
Chapter I General Provisions
Article 1 in order to regulate the storage, management and use of the raised funds of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”) and protect the legitimate rights and interests of investors to the greatest extent, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the standardized operation of main board listed companies and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, these management measures are hereby formulated.
Article 2 the raised funds referred to in these administrative measures refer to the funds raised by the company from investors through public issuance of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, separately traded convertible corporate bonds, corporate bonds, warrants, etc.) and non-public issuance of Securities for specific purposes.
Article 3 the term “over raised funds” as mentioned in these Administrative Measures refers to the part where the net amount of funds actually raised exceeds the amount of funds planned to be raised. After the raised funds are in place, the company shall timely go through the capital verification procedures, and an accounting firm with securities practice qualification shall issue a capital verification report, and shall immediately organize the use of the raised funds in accordance with the use plan of the raised funds promised in the prospectus or public offering documents.
The company’s raised funds shall be used for the purposes listed in the prospectus or other public offering documents. Where a company changes the use of funds listed in the prospectus or other documents for public offering and raising, a resolution must be made by the general meeting of shareholders.
Article 4 the company shall timely disclose the use of the raised funds in accordance with laws, regulations, the provisions of China Securities Regulatory Commission and the relevant rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and accept the continuous supervision of the sponsor on the management of the raised funds of the company.
Article 5 if the company suffers losses due to the use of raised funds in violation of national laws and regulations and the articles of association, the relevant responsible person shall bear corresponding legal liabilities in accordance with the provisions of relevant laws and regulations.
Article 6 the board of directors of the company shall disclose the use of raised funds in accordance with relevant laws, regulations, normative documents and the articles of association.
If the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the company shall ensure that the subsidiaries or other enterprises controlled by the company comply with the management measures.
Chapter II deposit of raised funds in special account
Article 7 in order to facilitate the use of raised funds and supervise the use, the company establishes a special account storage system for raised funds. The company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”), and the raised funds of the company shall be deposited in the special accounts approved by the board of directors for centralized management. The special account shall not deposit non raised funds or be used for other purposes.
If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively. The over raised funds shall also be deposited in the special account for the management of the raised funds.
Article 8 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution or independent financial adviser and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”) within one month after the raised funds are in place. The agreement shall at least include the following contents: (I) the company shall deposit the raised funds in a special account;
(II) the account number of the special account for raised funds, the items of raised funds involved in the special account and the deposit amount;
(III) if the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, the company and commercial banks shall timely notify the recommendation institution or independent financial adviser;
(IV) the commercial bank shall issue a statement of account to the company every month and send a copy to the recommendation institution or independent financial adviser;
(V) the recommendation institution or independent financial consultant can inquire the special account information at the commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial adviser and commercial bank on the use of the company’s raised funds;
(VII) rights, obligations and liabilities for breach of contract of the company, commercial banks, recommendation institutions or independent financial advisers.
(VIII) if the commercial bank fails to issue a statement of account or notify the special account of large amount withdrawal to the recommendation institution or independent financial consultant in time for three times, and fails to cooperate with the recommendation institution or independent financial consultant to inquire and investigate the special account information, the company may terminate the agreement and cancel the special account for raised funds.
The company shall timely announce the main contents of the agreement after the signing of the above agreement.
Where a company implements a raised investment project through a holding subsidiary, a tripartite supervision agreement shall be signed jointly by the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers. The company and its holding subsidiary shall be regarded as a common party.
If the above agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the agreement and make a timely announcement.
Article 9 if the company considers that the amount of raised funds is large and it is necessary to open a special account in more than one bank according to the credit arrangement of the investment project, on the premise of adhering to the principle that the funds of the same investment project are stored in the same special account, the company may open a special account in more than one bank with the approval of the board of directors. In principle, the number of special accounts for raised funds (including those set up by subsidiaries of the company or other enterprises controlled by the company) shall not exceed the number of investment projects of raised funds.
Chapter III use and management of raised funds
Article 10 the investment department of the company shall formulate plans for the raising and use of investment projects and funds in accordance with the relevant provisions of the articles of association. The company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, the company shall make a timely announcement.
Article 11 when the company invests in projects, the use of funds must go through the approval procedures in strict accordance with this system. For each expenditure involving the raised funds, the relevant departments must put forward the fund use plan, which shall be submitted to the financial department after being signed by the project manager within the scope authorized by the board of directors, reviewed by the handling personnel of the financial department, and then approved by the project leader The financial principal and the general manager shall make payment after signing. If it exceeds the scope authorized by the board of directors, it shall be reported to the board of directors for approval.
Article 12 investment projects shall be implemented in accordance with the progress of the investment plan of raised funds promised in the company’s application documents. The investment department shall refine the specific work progress to ensure that all work can be completed according to the planned progress, and regularly provide the specific work progress plan to the financial department. The financial department shall check the implementation progress of the project every quarter and carry out the annual review of the implementation progress of the investment plan of raised funds.
Article 13 if the project cannot be completed according to the promised expected schedule due to unforeseen objective factors, the company shall disclose the actual situation in time and explain the reasons in detail.
Article 14 in principle, the raised funds shall be used for the company’s main business, shall not be used for high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, and shall not be directly or indirectly invested in companies whose main business is the trading of securities.
Article 15 the company shall not use the raised funds for pledge, entrusted loan or other investment that changes the purpose of the raised funds in a disguised form. Prevent individuals, legal persons or other organizations with actual control over the company and their affiliates from occupying or misappropriating the raised funds. The company shall ensure the authenticity and fairness of the use of the raised funds, prevent the raised funds from being occupied or misappropriated by the controlling shareholders, actual controllers and other related parties, and take effective measures to prevent the related parties from using the raised funds to invest in projects to obtain improper interests.
Article 16 in case of any of the following circumstances in the project invested with raised funds, the company shall re demonstrate the feasibility and expected income of the project, decide whether to continue to implement the project, and disclose the progress of the project and the reasons for abnormalities in the latest periodic report. If it is necessary to adjust the investment plan of raised funds, The adjusted investment plan of raised funds (if any) shall be disclosed at the same time:
（1） Major changes have taken place in the market environment involved in the investment project with raised funds;
（2） The project invested with raised funds has been shelved for more than one year;
（3） Exceeding the completion period of the latest investment plan of raised funds and the investment amount of raised funds does not reach 50% of the relevant plan amount; （4） Other abnormal circumstances occur in the project invested by the raised funds.
Article 17 If the company decides to terminate the original investment project with raised funds, it shall select a new investment project as soon as possible and scientifically.
Article 18 when the company uses the raised funds for the following matters, it shall be deliberated and approved by the board of directors and approved by the independent directors, the board of supervisors and
(I) replace the self raised funds that have been invested in the investment projects with the raised funds in advance;
(II) use the temporarily idle raised funds for cash management;
(III) temporarily replenish working capital with temporarily idle raised funds;
(IV) change the purpose of the raised funds;
(V) change the implementation location of the project invested by the raised funds;
(VI) use the surplus raised funds;
(VII) over raised funds are used for projects under construction and new projects.
The change of the purpose of the raised funds of the company shall also be examined and approved by the general meeting of shareholders.
Where relevant matters involve related party transactions, asset purchases, foreign investment, etc., the deliberation procedures and information disclosure obligations shall also be performed in accordance with Chapter VI of the stock listing rules of Shenzhen Stock Exchange.
Article 19 If the surplus funds (including interest income) are less than 10% of the net funds raised by the project after the completion of a single or all raised funds investment project, the company shall perform the corresponding procedures in accordance with paragraph 1 of Article 18 when using the surplus funds.
If the surplus funds (including interest income) reach or exceed 10% of the net funds raised by the project, the company’s use of the surplus funds shall also be deliberated and approved by the general meeting of shareholders.
If the surplus funds (including interest income) are less than 5 million yuan or less than 1% of the net funds raised by the project, the above procedures may be exempted, and their use shall be disclosed in the annual report.
Article 20 Where the company replaces the self raised funds invested in advance with the raised funds, the accounting firm shall issue an assurance report. The company may replace the self raised funds with the raised funds within six months after the receipt of the raised funds.
If the issuance application documents have disclosed that it is planned to replace the self raised funds invested in advance with the raised funds, and the amount invested in advance is determined, it shall be announced to the public before the replacement is implemented.
Article 21 If a company uses the temporarily idle raised funds to supplement the working capital temporarily, it shall meet the following conditions:
（1） It shall not change the purpose of the raised funds in a disguised form or affect the normal progress of the investment plan of the raised funds;
（2） The previously raised funds used for temporary replenishment of working capital have been returned (if applicable);
（3） The time for a single replenishment of working capital shall not exceed 12 months;
（4） Do not use idle raised funds for high-risk investments such as securities investment and derivatives trading.
When idle raised funds are used to supplement working capital temporarily, they are limited to the production and operation related to the main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements.
Article 22 Where the company uses idle raised funds to supplement working capital temporarily, it shall announce the following contents within two trading days after the deliberation and approval of the board of directors:
(I) basic information of the funds raised this time, including the time of raising, the amount of funds raised, the net amount of funds raised and the investment plan; (II) use of raised funds;
(III) the amount and term of idle raised funds to supplement working capital;
(IV) the amount of idle raised funds to supplement working capital, the expected savings in financial expenses, the reasons for the shortage of working capital, whether there is any behavior of changing the purpose of raised funds in a disguised form, and the measures to ensure that the normal progress of the raised funds project will not be affected;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
(VI) other contents required by SZSE.
Before the due date of supplementary working capital, the company shall return this part of the capital to the special account for raised capital and make an announcement within 2 trading days after all the capital is returned.
Article 23 after the raised funds are submitted to the general meeting of shareholders for deliberation and approval, they shall be used in accordance with the following order of actual production needs:
(I) supplement the fund gap of raised investment projects;
(II) for projects under construction and new projects;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
Article 24 the company shall use the over raised funds for projects under construction and new projects according to the progress of projects under construction and new projects; If a project is implemented through a subsidiary, a special account for the raised funds shall be established in the subsidiary. If the company only uses the over raised funds for capital increase to subsidiaries, it shall be implemented with reference to Article 23 of these measures.
Article 25 Where the company uses the over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the general meeting of shareholders. The independent directors, the recommendation institution or the independent financial adviser shall express their explicit consent and disclosure, and shall meet the following requirements:
(I) the company shall promise not to make high-risk investments such as securities investment and derivatives trading within 12 months after replenishing working capital, and provide financial assistance to objects other than holding subsidiaries and disclose to the public;
(II) the company shall repay the bank loan or supplement the working capital according to the actual demand, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds.
Article 26 the raised funds temporarily idle by the company can be managed in cash, and the term of its investment products shall not exceed 12 months, and must meet the following conditions:
(I) principal guaranteed products with high security such as structured deposits and certificates of deposit;
(II) good liquidity shall not affect the normal progress of the investment plan of the raised funds.
Investment products shall not be pledged, and the special product settlement account (if applicable) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company shall timely report to the stock exchange for filing and announcement.
Article 27
