Fujian Yongfu Power Engineering Co.Ltd(300712)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of raised funds of Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “the company”) and improve the efficiency of the use of raised funds, in accordance with the company law, the securities law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange This system is formulated in accordance with the provisions of laws, regulations, departmental rules and the articles of association, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies.
Article 2 the term “raised funds” as mentioned in this system refers to the application submitted by the company according to the prescribed procedures and approved by the China Securities Regulatory Commission, Public offering of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of corporate bonds, convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, warrants, etc.) and funds raised from investors by non-public offering of shares for specific purposes. The raised funds must be verified by an accounting firm with securities practice qualification and issue a capital verification report.
Article 3 the directors, supervisors and senior managers of the company shall be diligent in the management and use of the raised funds, urge the company to standardize the use of the raised funds, consciously maintain the safety of the company’s assets, and shall not participate in, assist or connive at the listed company to change the purpose of the raised funds without authorization or in a disguised form. 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 the board of directors and the board of supervisors of the company shall strengthen the inspection on the use of the raised funds, ensure that the funds are invested for the purposes promised in the prospectus or approved by the general meeting of shareholders, and check whether the progress and effect of the investment project reach the level predicted in the prospectus. 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.
Article 5 Where an investment project with raised funds (hereinafter referred to as “raised investment project”) is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other enterprises controlled by the company comply with its measures for the management of raised funds.
Article 6 the Secretary of the board of directors shall be responsible for the information disclosure related to the management, use and change of the raised funds; The economic and legal affairs department is responsible for the daily management of the raised funds, including the management of special accounts, the storage, use and account management of the raised funds.
Chapter II deposit of raised funds in special account
Article 7 the raised funds of the company shall be deposited in a special account (hereinafter referred to as “special account”) determined by the board of directors for centralized management. The special account shall not deposit non raised funds or be used for other purposes. In principle, the number of special accounts for raised funds shall not exceed the number of projects invested with raised funds.
Where the company has raised funds for more than two times, it shall set up a special account for raised funds independently. If the actual net amount of raised funds exceeds the planned amount of raised funds (hereinafter referred to as “over raised funds”), it shall also be deposited in the special account for raised funds for management. If the company plans to increase the number of special accounts for raised funds due to the small number of raised investment projects, it shall submit a written application to Shenzhen Stock Exchange (hereinafter referred to as “the exchange”) in advance and obtain the consent of the exchange.
Article 8 the company shall, within one month after the raised funds are in place, 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”). The agreement shall at least include the following contents:
(i) The company shall centrally deposit the raised funds in a special account;
（2） The account number of the special account for raised funds, the items of raised funds involved in the special account and the deposit amount;
（3） If the amount withdrawn from the special account by the company in one time or within 12 months exceeds 50 million yuan or 20% of the net amount of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”), the company and commercial banks shall timely notify the recommendation institution or independent financial adviser;
（4） The commercial bank shall issue a bank statement to the company every month and send a copy to the recommendation institution or independent financial adviser;
（5） A recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
（6） 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;
（7） The rights, obligations and liabilities for breach of contract of the company, commercial banks, recommendation institutions or independent financial advisers;
（8） If a commercial bank fails to issue a statement of account to the recommendation institution or the independent financial adviser in time or notify the special account of large withdrawals for three times, or fails to cooperate with the recommendation institution or the independent financial adviser in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
The company shall report to the exchange for filing and announce the main contents of the agreement after all the agreements are signed.
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 agreement, and make an announcement after reporting to the exchange for filing.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, the commercial bank and the recommendation institution shall jointly sign a tripartite supervision agreement, and the company and its holding subsidiary shall be regarded as a common party.
Article 9 the company shall actively urge commercial banks to perform the agreement. If a commercial bank fails to issue a statement of account or notify the recommendation institution of large amount withdrawal from the special account for three consecutive times, or fails to cooperate with the recommendation institution in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
Chapter III use of raised funds
Article 10 the company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. If the company changes the use of funds listed in the prospectus or prospectus, a resolution must be made by the general meeting of shareholders. 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 exchange and make an announcement.
Article 11 in principle, the funds raised by the company shall be used for its main business. The raised funds shall not be used for financial investments such as entrusted financial management (except cash management), entrusted loans, high-risk investments such as securities investment and derivatives investment, and shall not be directly or indirectly invested in companies whose main business is the purchase and sale of securities. The company shall not use the raised funds for pledge or other investments that change the purpose of the raised funds in a disguised manner.
Article 12 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 persons, and take effective measures to prevent the related persons from using the raised investment projects to obtain improper interests.
Article 13 when the company makes project investment, the capital expenditure must be in strict accordance with the company’s capital management system and go through the approval procedures for the use of funds. All expenditures on the investment of the raised funds must be proposed to the relevant departments and submitted to the finance department for review, which shall be approved level by level by the project leader, the deputy general manager in charge and the financial leader, and the general manager shall sign within the scope authorized by the board of directors before payment; If it exceeds the scope authorized by the board of directors, it shall be reported to the board of directors for approval.
Article 14 the board of directors of the company shall comprehensively check the progress of the investment projects of the raised funds every half year, issue a special report on the storage and use of the raised funds every half year and every year, and disclose it together with the regular report until the raised funds are used up and there is no use of the raised funds during the reporting period.
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 latest disclosed raised funds investment plan in the current year 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 plans and the reasons for the change of investment plans.
Article 15 in case of any of the following circumstances in a raised investment project, the company shall inspect 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 adjusted raised capital investment plan (if any) in the latest periodic report:
(i) Major changes have taken place in the market environment involved in the raised investment project;
（2） The raised investment project 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 situations of investment projects with raised funds.
Article 16 if the company decides to terminate the original raised investment project, it shall select a new investment project in a timely and scientific manner.
Article 17 Where the company replaces the self raised funds that have been invested in the raised investment projects in advance with the raised funds, it shall be implemented only after the deliberation and approval of the board of directors of the company, the assurance report issued by the accounting firm, the express consent of the independent directors, the board of supervisors and the recommendation institution and the performance of the obligation of information disclosure.
If the company has disclosed in the issuance application document that it intends to replace the self raised funds invested in advance with the raised funds, and the amount invested in advance is determined, it shall make an announcement before the implementation of the replacement.
Article 18 the company’s temporary use of idle raised funds to supplement working capital shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall express their explicit consent and disclosure, and shall meet the following conditions:
(i) It shall not change the purpose of the raised funds in a disguised form or affect the normal operation of the investment projects with the raised funds; （2） The previously raised funds used for temporary replenishment of working capital have been returned;
（3） The time for a single replenishment of working capital shall not exceed 12 months;
（4） Idle raised funds shall not be used directly or indirectly for high-risk investments such as securities investment and derivatives trading.
When idle raised funds are used to supplement working capital, they are only used for production and operation related to main business.
The above matters shall be deliberated and approved by the board of directors of the company, reported to the exchange within 2 trading days and announced as follows:
(i) The basic information of the raised funds, including the time of receipt of the raised funds, the amount of the raised funds, the net amount of the raised funds and the investment plan;
（2） Use of raised funds, idle conditions and reasons;
（3） The reasons for the shortage of working capital, the amount and time limit of idle raised funds to supplement working capital; (4) the amount expected to save financial expenses by idle raised funds to supplement working capital, whether there is any behavior of changing the investment direction of raised funds in a disguised form, and measures to ensure that the normal progress of investment projects with raised funds will not be affected;
（5） Opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
（6） Other contents required by the 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 make an announcement within 2 trading days after all the capital is returned. If the company is expected to be unable to return this part of the funds to the special account for raised funds on schedule, it shall perform the review procedures in accordance with the requirements of the preceding paragraph before the due date and make a timely announcement. The contents of the announcement shall include the whereabouts of the funds, the reasons why they cannot be returned, the reasons why they continue to be used to supplement working capital and the time limit, etc. Article 19 the company uses the temporarily idle raised funds (including over raised funds) for cash management, and its investment products must meet the following conditions:
(i) High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
（2） Good liquidity shall not affect the normal operation 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 exchange for filing and announcement.
Where the company uses idle raised funds to invest in products, 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 adviser shall give explicit consent.
The company shall announce the following contents within 2 trading days after the deliberation and approval of the board of directors:
(i) The basic information of the raised funds, including the time of receipt of the raised funds, the amount of the raised funds, the net amount of the raised funds and the investment plan;
（2） Use of raised funds, idle conditions and reasons, 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;
（3） Name, issuer, type, quota, term, income distribution method, investment scope, expected annualized rate of return (if any), and specific analysis and description of the safety and liquidity of the investment products by the board of directors;
（4） Opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
When the company finds that the financial situation of the issuer of investment products is deteriorating and the invested products are facing losses and other major risks, it shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 20 if the company’s over raised funds reach or exceed the planned amount of raised funds, the company shall properly arrange the use plan of the over raised funds according to the company’s development plan and actual production and operation needs, scientifically and prudently conduct the feasibility analysis of the project, submit it to the board of directors for deliberation and timely disclosure.
Independent directors, sponsors or independent financial advisers shall express their independent opinions on the rationality and necessity of the use plan of the over raised funds, and disclose them at the same time with the relevant announcements of the company. If they comply with the relevant provisions of the exchange and should be submitted to the general meeting of shareholders for deliberation, they shall also be submitted to the general meeting of shareholders for deliberation.
In principle, the over raised funds shall be used for the company’s main business. The over raised funds shall not be used for holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management (except cash management) and other financial investments, or developing high-risk investments such as securities investment and derivatives investment, and shall not be directly or indirectly invested in companies whose main business is the purchase and sale of securities.
Article 21 if the company plans to use the over raised funds to supplement working capital or repay bank loans, in addition to meeting the provisions of Article 20, it shall also meet the following conditions and disclose the following contents in the announcement:
(i) The amount used for permanent replenishment of working capital and repayment of bank loans shall not exceed 30% of the total amount of over raised funds every 12 months;
（2） The company shall not make securities investment, derivatives trading and other high-risk investments or provide financial capital for objects other than holding subsidiaries within 12 months after replenishing working capital
