Measures for the management and use of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company”), improve the use efficiency of the raised funds and protect the interests of the company’s investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the issuance of securities by listed companies and the stock listing rules of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company, such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations.
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised from investors through public issuance of securities (including initial public offering of shares, additional issuance, allotment of shares, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, issuance of warrants, etc.) and non-public issuance of shares for specific purposes.
Article 3 the use of raised funds shall be based on the principles of standardization, transparency and efficiency, deal with the relationship between investment amount, input-output and investment efficiency, and control investment risks.
Article 4 the board of directors of the company shall disclose the investment direction, use and use effect of the raised funds in accordance with the provisions, so as to fully protect the investors’ right to know.
Article 5 where 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 their raised funds management system.
Chapter II deposit of raised funds
Article 6 the company shall carefully select commercial banks and open special accounts for raised funds. The raised funds shall be deposited in the special accounts determined by the board of directors for centralized management, and the special accounts shall not be used for non raised funds or other purposes. In principle, the number of special accounts for raised funds (including the special accounts set up by the company’s subsidiaries or other enterprises controlled by the company) shall not exceed the number of investment projects of 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 company intends to increase the number of special accounts for raised funds due to the small number of investment projects with raised funds, it shall obtain the consent of Shenzhen Stock Exchange in advance. The actual net amount of raised funds exceeding the planned amount of raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of raised funds.
Article 7 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution 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 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 company withdraws more than 50 million yuan or 20% of the net raised funds from the special account in one time or within 12 months, the company and the commercial bank 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） The recommendation institution or independent financial consultant may inquire the special account information at the commercial bank at any time; (6) the supervision responsibilities of the recommendation institution or independent financial consultant, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial consultant and the commercial bank on the use of the raised funds of the company; （7） The rights, obligations and liabilities for breach of contract of the company, commercial banks, recommendation institutions or independent financial advisers;
The company shall timely announce the main contents of the tripartite agreement after the signing of the above tripartite agreement.
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 8 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 sponsor of the large withdrawal of the special account for three consecutive times, or fails to cooperate with the sponsor 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 9 the raised funds shall be used in strict accordance with the investment plan of the raised funds promised by the company 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 10 when using the raised funds, the application and examination and approval procedures shall be strictly performed.
For each expenditure involving the raised funds, the user department (unit) shall fill in the application form, which shall be signed by the person in charge of the user department (unit), reviewed by the person in charge of finance, approved and approved by the general manager or the chairman of the board of directors, and implemented by the financial department, which shall be reported to the office of the Secretary of the board of directors for filing.
Article 11 investment projects with raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management, etc., and shall not be invested directly or indirectly in companies whose main business is the trading of securities.
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.
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 related parties, and take effective measures to prevent related parties from using the raised funds to invest in projects to obtain illegitimate interests.
Article 13 the company shall comprehensively check the progress of investment projects with raised funds after the end of each fiscal year.
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 raised funds investment plan disclosed last time exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the annual investment plan of the raised funds last time, 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 14 in case of any of the following circumstances in a project invested with raised funds, 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 in the latest periodic report Reasons for the abnormality and the adjusted raised capital investment plan (if any): (I) significant changes have taken place in the market environment involved in the raised capital investment project;
（2） The project invested with raised funds has been shelved for more than one year;
（3） 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;
（4） Other abnormal situations of investment projects with raised funds.
Article 15 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 16 Where the company replaces the self raised funds that have been invested in the investment projects with the raised funds in advance, it can only be implemented after the deliberation and approval of the board of directors of the company, the authentication report issued by the accounting firm, the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant 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 replacement is implemented.
Article 17 Where the company changes the implementation place of the investment project with raised funds, it shall be deliberated and approved by the board of directors, and make an announcement within 2 trading days, explaining the change, reasons, impact on the implementation of the investment project with raised funds, and the opinions issued by the recommendation institution.
If the company changes the implementation methods such as the implementation subject of the raised investment project and the purchase method of major assets, it is deemed to change the investment direction of the raised funds.
Article 18 Where a listed company uses idle raised funds to supplement working capital temporarily, it shall only be used for production and operation related to its main business, 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 progress of the investment plan of 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） Do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
The above matters shall be deliberated and approved by the board of directors of the company, and shall be reported to Shenzhen Stock Exchange and announced within two trading days.
Article 19 Where a listed 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) The basic information of the raised funds, including the time, amount, net amount and investment plan of the raised funds;
（2） Use of raised funds;
（3） The amount and term of idle raised funds to supplement working capital;
（4） The amount expected to save financial expenses by supplementing working capital with idle raised funds, the reasons for insufficient working capital, 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;
（5） Opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
（6） 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 make an announcement within two trading days after all the capital is returned.
Article 20 the company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, and 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 make a timely announcement.
Article 21 Where the company uses the temporarily idle raised funds for cash management, it shall announce the following contents within two trading days after the meeting of the board of directors:
(i) The basic information of the raised funds, including the time, amount, net amount and investment plan of the raised funds;
（2） Use of raised funds and reasons for idle raised funds;
（3） 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;
（4） Income distribution mode and investment scope of investment products, principal guaranteed commitment and safety analysis provided by the product issuer, risk control measures taken by the company to ensure capital safety, etc;
（5） Opinions issued by independent directors, the board of supervisors, recommendation institutions or independent financial advisers.
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.
Chapter IV purpose and change of raised funds
Article 22 the company shall be deemed to have changed the investment direction of the raised funds under the following circumstances:
(i) Cancel or terminate the original fund-raising projects and implement new projects;
（2） Change the implementation subject of the project invested by raised funds (except for the change of the implementation subject between the listed company and its wholly-owned subsidiaries);
（3） Change the implementation method of the project invested by the raised funds;
（4） Other circumstances identified by the exchange as changes in the purpose of the raised funds.
Article 23 the company shall not change the investment direction of the raised funds until the board of directors and the general meeting of shareholders have deliberated and approved the proposal on changing the investment direction of the raised funds. The raised funds after the change of the company shall be invested in the main business of the company.
Article 24 the board of directors of the company shall prudently analyze the feasibility of the newly raised capital investment project 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 capital.
Article 25 If the company intends to change the purpose of the raised funds, it shall report to Shenzhen Stock Exchange within 2 trading days after submitting it to the board of directors for deliberation and announce the following contents:
(i) Basic information of the original project and specific reasons for change;
（2） Basic information, market prospect and risk tips of the new project;
（3） Investment plan for new projects;
（4） A description that the new project has been obtained or has yet to be approved by the relevant departments;
（5） Opinions of independent directors, the board of supervisors and the recommendation institution on changing the investment purpose of the raised funds;
（6） Explanation that the change of the investment project of raised funds needs to be submitted to the general meeting of shareholders for deliberation;
（7） Other contents required by Shenzhen Stock Exchange.
Where a new project involves related party transactions, asset purchases or foreign investment, it shall also be disclosed in accordance with the provisions of relevant rules.
Article 26 the company changes the investment direction of the raised funds for the acquisition of the assets of the controlling shareholder or actual controller (including equity) shall ensure that horizontal competition can be effectively avoided and related party transactions can be reduced after the acquisition. The company shall disclose the reasons for the transaction with the controlling shareholder or actual controller, the pricing policy and basis of related party transactions, the impact of related party transactions on the company and the solutions to relevant problems.
Article 27 Where the company intends to transfer or replace the investment projects raised within the last three years (except where the external transfer or replacement of the investment projects raised is an integral part of the major asset restructuring plan), it shall announce the following contents within 2 trading days after the deliberation and approval of the board of directors and submit them to the general meeting of shareholders for deliberation:
(i) Specific reasons for external transfer or replacement of investment projects with raised funds;
（2） The amount of the project invested with the raised funds;
（3） Completion degree and realized benefits of the project;
（4） Basic information of the exchange project
