Inner Mongolia Dazhong Mining Co.Ltd(001203)
Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to strengthen and standardize the management of raised funds and improve the efficiency and efficiency of the use of funds, 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”) and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation”), the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws, regulations and provisions, as well as the provisions of Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of association, in combination with the actual situation of the company, These measures are formulated.
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised from investors and used for specific purposes by the company by issuing shares and their derivatives.
If the raised funds meet the capital verification procedures of the securities law, the accounting firm shall issue the capital verification report in time.
Article 3 the board of directors of the company shall be diligent in the management and use of the raised funds. Before public offering, the feasibility of the proposed investment project of the raised assets shall be fully demonstrated according to the company’s development strategy, main business, market situation, national industrial policies and other factors, and the amount of funds to be raised, investment projects, schedule, expected income, etc. shall be clarified and submitted to the general meeting of shareholders for approval.
Article 4 if the investment project with raised funds (hereinafter referred to as “raised investment project”) is implemented through the company’s subsidiaries or other enterprises controlled by the company, the subsidiaries or other enterprises implementing the raised investment project shall abide by these measures.
Article 5 the board of directors and the board of supervisors of the company shall strengthen the inspection on the use of the raised funds to ensure that the funds are invested for the purposes promised in the prospectus or approved by the general meeting of shareholders.
Independent directors shall perform necessary duties on the investment direction of the company’s raised funds and whether the management and use of funds are conducive to the interests of the company and investors. The company’s audit institution shall pay attention to whether the deposit and use of raised funds are consistent with the company’s information disclosure.
Chapter II deposit of raised funds in special account
Article 6 the raised funds shall be deposited in a special account (hereinafter referred to as “special account”) determined by the board of directors for centralized management. If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively. The net amount of the actually raised funds exceeding the amount of the planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of the raised funds.
The special account shall not deposit non raised funds or be used for other purposes.
Article 7 the company shall, within one month after the raised funds are in place, sign a three-party supervision agreement (hereinafter referred to as the “three-party agreement”) with the sponsor or independent financial adviser and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”).
The agreement shall at least include the following contents:
(I) the company shall concentrate 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 from the special account at one time or within 12 months, or 20% of the net amount of the total raised funds after deducting the issuance expenses (hereinafter referred to as the “net raised funds”), the company and the commercial bank shall timely notify the sponsor or independent financial adviser;
(IV) the commercial bank shall issue a special account bank statement to the company every month and send a copy to the sponsor or independent financial adviser;
(V) the sponsor or independent financial consultant can inquire about the special account information at the commercial bank at any time; （6） The supervision responsibilities of the sponsors or independent financial advisers, the notification and cooperation responsibilities of commercial banks, and the supervision methods of the sponsors or independent financial advisers and commercial banks on the use of the company’s raised funds; (VII) rights, obligations and liabilities for breach of contract of the company, commercial banks, sponsors or independent financial advisers;
（8） If the commercial bank fails to issue a statement of account or notify the sponsor or independent financial adviser of the large withdrawal of the special account in time for three times, and fails to cooperate with the sponsor or independent financial adviser to inquire and investigate the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
The company shall announce the main contents of the tripartite agreement within 2 trading days after the signing of the above tripartite agreement. Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite agreement shall be signed by the company, the holding subsidiary implementing the investment project with raised funds, a commercial bank, a sponsor or an independent financial consultant, and 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 the term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the three-party agreement and make a timely announcement.
Chapter III use of raised funds
Article 8 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 timely report to the Shenzhen Stock Exchange and make an announcement.
Article 9 when using the raised funds, the company shall strictly perform the application and examination and approval procedures. The use of raised funds shall be approved by the chairman or general manager. For each expenditure involving raised funds, the application form shall be filled in by the user department, signed by the manager of the user department, reviewed by the financial department, and reported to the chairman or general manager for approval.
Article 10 in case of any of the following circumstances in a raised investment project, 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, the reasons for abnormalities and the need to adjust the raised capital investment plan in the latest periodic report. If it is necessary to adjust the raised capital investment plan, the adjusted raised capital investment plan shall be disclosed at the same time:
(I) significant changes have taken place in the market environment involved in the raised investment project;
(II) the raised investment project has been shelved for more than one year;
(III) exceeding the completion period of the investment plan of the previously raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal situations in the investment projects with raised funds.
Article 11 the company shall not commit any of the following acts when using the raised funds:
(I) invest in high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, and invest directly or indirectly in companies whose main business is trading securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) the raised funds are occupied or misappropriated by the controlling shareholder, the actual controller and other related persons, so as to obtain illegitimate benefits for the related persons by using the raised investment project.
Article 12 Where the company replaces the self raised funds invested in advance with the raised funds, it shall be considered and approved by the board of directors, and the accounting firm shall issue an assurance report. The independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall express their explicit consent and fulfill the obligation of information disclosure. The replacement time shall not exceed six months from the arrival time of the raised funds.
If the company has disclosed in the issuance application document that it intends to replace the self raised funds invested in the investment projects with the raised funds in advance, it shall make an announcement before the replacement is implemented.
Article 13 the company may temporarily use the idle raised funds to supplement the working capital, which is limited to the production and operation related to the main business, and shall meet the following conditions:
(I) it is not allowed to change the purpose of the raised funds in a disguised form or affect the normal progress of the investment plan of the raised funds;
(II) the funds raised for temporary replenishment of working capital have been returned;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading;
If the company uses idle raised funds to supplement working capital temporarily, it shall be deliberated and approved by the board of directors, and the following contents shall be announced within two trading days:
(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 investment direction 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 Shenzhen Stock Exchange.
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 shall make an announcement within 2 trading days after the return of all the capital.
Article 14 the temporarily idle raised funds (including over raised funds) can be subject to cash management. The term of their investment products shall not exceed 12 months, and must have high safety and good liquidity, which 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 make a timely announcement. The use of idle raised funds to invest in products shall be examined and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent. The company shall announce the following contents within two trading days after the meeting 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) the use of the raised funds and the reasons for the idle of the raised funds;
(III) the amount and term of idle raised funds investment products, whether there is any behavior of changing the purpose of raised funds in a disguised form and measures to ensure that the normal progress of raised funds projects will not be affected;
(IV) income distribution mode and investment scope of investment products, safety analysis provided by the product issuer, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, board of supervisors and recommendation institutions.
The company shall, in case of major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 15 after the completion of a single or all raised investment project, if the company uses the surplus raised funds (including interest income) of the project less than 10% of the net raised funds of the project, the company’s use of the surplus funds shall be reviewed and approved by the board of directors, and the opinions of independent directors, sponsors, independent financial consultants and the board of supervisors shall be clearly agreed.
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 raised funds (including interest income) are less than 5 million yuan or less than 1% of the net raised funds of the project, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the annual report.
Article 16 before the completion of all fund-raising projects of the company, due to the termination of some fund-raising projects or the surplus funds after the completion of some fund-raising projects, if part of the raised funds are used to permanently supplement working capital, the following requirements shall be met:
(I) the funds raised have been received for more than one year;
(II) it will not affect the implementation of other fund-raising projects;
(III) perform the examination and approval procedures and information disclosure obligations in accordance with the requirements of the change of the purpose of the raised funds. Chapter IV change of investment direction of raised funds
Article 17 the board of directors of the company shall prudently analyze the feasibility of the investment project of the newly raised funds to be changed, make sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of the raised funds.
Article 18 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(I) cancel the original fund-raising projects and implement new projects;
(II) change the implementation subject of the project invested by raised funds (except for the change of the implementation subject between the company and its wholly-owned subsidiaries);
(III) change the implementation method of the project invested by the raised funds;
(IV) other circumstances identified by Shenzhen Stock Exchange as changes in the purpose of raised funds.
The company may change the investment project of raised funds only after the deliberation of the board of directors and the resolution of the general meeting of shareholders.
Article 19 Where the company changes the implementation location of the raised investment project, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall give explicit consent. If the company changes the purpose of the raised funds, it shall also be submitted to the general meeting of shareholders for deliberation.
Article 20 if the company changes the investment direction of the raised funds for the acquisition of the assets (including rights and interests) of the controlling shareholder or actual controller, it shall ensure that horizontal competition can be effectively avoided and related party transactions can be reduced after the acquisition.
Chapter V Management and supervision of raised funds
Article 21 the internal audit department of the company shall inspect the deposit and use of the raised funds at least once every six months, and report the inspection results to the audit committee in time.
If the audit committee considers that there are major violations or risks in the management of the raised funds of the company, or the internal audit department fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time. The board of directors shall report to the Shenzhen Stock Exchange and make an announcement within two trading days after receiving the report of the audit committee. The contents of the announcement shall include major violations or major risks in the management of raised funds, the consequences that have been or may be caused, and the measures that have been or will be taken.
Article 22 the board of directors of the company shall comprehensively check the progress of the raised investment projects every half year, issue semi annual and annual special reports on the storage and use of the raised funds, and hire an accounting firm to issue an assurance report on the storage and use of the annual raised funds. The company shall disclose the assurance report issued by the accounting firm and the periodic report in the qualified media at the same time.
If there is any difference between the actual investment progress of the project invested with raised funds and the investment plan, the company shall explain the specific reasons. If the difference between the actual use of the raised funds in the year of the raised funds investment project and the estimated use amount of the recently disclosed raised funds investment plan exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the latest annual investment plan of the raised funds, the current actual investment progress The adjusted investment plan is expected to be divided into annual investment plan and investment plan
