Comparison table for the revision of Fujian Snowman Co.Ltd(002639) measures for the management and use of raised funds
Serial number before revision after revision
Article 1 in order to standardize the fund raising of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company”), Article 1 in order to standardize the management of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company”), improve its use efficiency and protect the legitimate interests of investors, in accordance with the management of funds raised by the people’s Republic of China, improve the use efficiency of funds raised and protect the interests of investors of the company, and the company law of the people’s Republic of China The securities law of the people’s Republic of China, the listing of shares on the Shenzhen Stock Exchange in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the above 1 rules and other laws, regulations, rules and normative documents, as well as the Fujian Snowman Co.Ltd(002639) chapter municipal measures for the administration of the issuance of company securities, the rules for the listing of shares on the Shenzhen Stock Exchange This system is formulated in accordance with the provisions and requirements of Shenzhen Stock Exchange (hereinafter referred to as the articles of association) and in combination with the actual situation of the company, such laws and regulations as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and in combination with the actual situation of the company.
Article 7 the company shall, within one month after the raised funds are in place, cooperate with the recommendation institution and deposit the raised funds. Article 7 the company shall, within one month after the raised funds are in place, cooperate with the recommendation institution The commercial bank depositing funds (hereinafter referred to as “commercial bank”) shall sign a tripartite supervision agreement (hereinafter referred to as “agreement”) and the commercial bank raising funds (hereinafter referred to as “commercial bank”) shall sign a tripartite supervision agreement (hereinafter referred to as “agreement”). The agreement shall at least include the following contents: hereinafter referred to as “agreement”). The agreement shall at least include the following contents:
2 (I) the company shall centrally deposit the raised funds in a special account; (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; and (2) the account number of the special account for raised funds, the items of raised funds involved in the special account and the deposit period;
（3） The amount withdrawn from the special account by the company in one time or within 12 months exceeds RMB (III) the amount withdrawn from the special account by the company in one time or within 12 months exceeds five
In case of 10 million yuan or 5% of the net raised funds, the company and commercial bank shall timely notify the sponsor of 10 million yuan or 20% of the net raised funds, and the company and commercial bank shall timely notify the sponsor; Notify the recommendation institution or independent financial advisor;
（4） The commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution; (4) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution or (5) the recommendation institution may inquire about the special account information at the commercial bank at any time; the independent financial adviser;
（6） Rights, obligations and liabilities for breach of contract of the company, the commercial bank and the recommendation institution. (5) the recommendation institution or the independent financial consultant can inquire the special account of the commercial bank at any time. (7) the commercial bank fails to issue the statement of account or notify the recommendation institution of large amount payment in the special account three times in time;
Access to information, and failure to cooperate with the recommendation institution in querying and investigating the information of the special account, The company may (6) terminate the agreement and cancel the special account for raised funds with the supervision responsibilities of the recommendation institution or independent financial adviser and the notification of the commercial bank. And cooperate with the responsibilities, the recommendation institution or independent financial adviser and the commercial bank. The company shall report to the Shenzhen Stock Exchange for filing after signing all the agreements, and announce the supervision methods used in the agreement;
Main contents. （7） The rights and obligations of the company, commercial bank, recommendation institution or independent financial consultant. If the above agreement is terminated in advance before the expiration of the term of validity, the company shall be liable for breach of contract from the date of termination of the agreement;
After signing a new agreement with relevant parties within months and reporting to Shenzhen stock exchange for filing, the company shall timely announce the main contents of the tripartite agreement after the signing of the above tripartite agreement. Sue. Where the company implements a raised investment project through a holding subsidiary, a tripartite agreement shall be signed jointly by the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers, and the company and its holding subsidiary shall be regarded as a common party.
If the above three-party agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new three-party agreement with relevant parties within one month from the date of termination of the three-party agreement and make a timely announcement.
Article 16 Where the company replaces the funds invested in the investment projects with the raised funds in advance by raising funds, it shall be deliberated and approved by the board of directors of the company, the certified public accountant shall issue an authentication report, and the independent directors shall raise funds by themselves. Article 16 Where the company replaces the funds invested in the investment projects with the raised funds in advance, it shall be deliberated and approved by the board of directors of the company It can be implemented only after the accounting firm issues the assurance report, the board of supervisors and the recommendation institution express their explicit consent and fulfill the obligation of information disclosure. The replacement time shall not exceed 6 months from the arrival time of the raised funds. See and fulfill the obligation of information disclosure before implementation. 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 pre invested self raised funds are replaced with the raised funds, and the pre invested amount is determined, it shall be paid in advance. If the pre invested amount is determined, it shall be announced before the replacement is implemented. Public announcement before replacement implementation.
Article 18 a company may use idle raised funds to supplement working capital temporarily, but a listed company using idle raised funds to supplement working capital temporarily shall only meet the following conditions: limited to production and operation related to its main business, and shall meet the following conditions:
(i) The purpose of the raised funds shall not be changed in a disguised form; (i) Where the purpose of the raised funds shall not be changed in a disguised form or the investment plan of the raised funds shall not be affected; (2) the normal operation of the investment plan of the raised funds shall not be affected;
（3） The amount of single replenishment of working capital shall not exceed 50% of the net raised capital; (2) the raised capital used for temporary replenishment of working capital has been returned;
(IV) the time for single replenishment of working capital shall not exceed 6 months; (III) the time for single replenishment of working capital shall not exceed 12 months;
（5） The previously raised funds used to temporarily supplement working capital have been returned (if applicable); (IV) do not use idle raised funds to directly or indirectly invest in Securities and derivatives; (VI) no securities investment or transactions with an amount of more than 10 million yuan in the past 12 months.
Venture capital; The above matters shall be deliberated and approved by the board of directors of the company and reported within two trading days. Shenzhen (VII) promises not to conduct stock exchange and make an announcement during the period of temporarily replenishing working capital with idle raised funds.
Investment or venture capital with an amount of more than 10 million yuan;
（8） The recommendation institution, independent directors and the board of supervisors shall issue opinions with explicit consent;
The above matters shall be deliberated and approved by the board of directors of the company and reported to Shenzhen within 2 trading days
The stock exchange and announcement. Idle raised funds exceeding more than 10% of the amount of raised funds shall supplement the flow
Funds shall be approved by the general meeting of shareholders, and online voting shall be provided.
Before the supplementary circulating capital expires, the company shall return this part of the capital to the special account for raised capital,
And report to the bourse and make an announcement within 2 trading days after all the funds are returned.
Article 19 Where a company uses idle raised funds to supplement working capital, the following information shall be disclosed: where a listed company uses idle raised funds to supplement working capital temporarily, the following information shall be announced 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, amount and investment of the funds raised (I) basic information of the funds raised this time, including the time, amount and plan of the funds raised; Net amount of raised funds and investment plan;
（2） Use of raised funds; (2) use of raised funds;
(3) the amount and time limit for idle raised funds to supplement working capital; (3) the amount and time limit for idle raised funds to supplement working capital;
（4） Idle raised funds supplement working capital. It is expected to save the amount of financial expenses and lead to liquidity （4） The amount of financial expenses expected to be saved when idle raised funds supplement working funds, the reasons for insufficient driving funds, whether there is a behavior of changing the investment direction of raised funds in a disguised manner and ensuring that it will not affect the reasons for insufficient working funds, whether there is a behavior of changing the purpose of raised funds in a disguised manner and measures to ensure the normal progress of raised funds projects; the certificate will not affect the normal operation of raised funds projects Measures taken;
（5） Opinions issued by independent directors, board of supervisors and recommendation institutions; (5) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers; (6) other contents required by Shenzhen Stock Exchange;
（6） Other contents required by Shenzhen Stock Exchange.
Before the maturity date of supplementary working capital, the company shall return this part of the capital to the raised capital
