Yunnan Aluminium Co.Ltd(000807) management system for the use of raised funds
general provisions
Article 1 in order to strengthen the use control and benefit analysis and evaluation of the raised funds of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”), ensure the standardized, safe and efficient use of the raised funds, and establish a good image of the company in the capital market, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in accordance with the provisions of relevant laws, regulations, normative documents 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, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen stock exchange and the articles of association.
Article 2 the term “raised funds” as mentioned in this system refers 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 board of directors of the company is responsible for establishing and improving the management system of the company’s raised funds and ensuring the effective implementation of this system. The raised funds management system shall clearly specify the storage, use, change, supervision and accountability of the special account for raised funds. The raised funds management system shall clearly stipulate the application for the use of raised funds, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures.
Article 4 the board of directors of the company shall fully demonstrate the feasibility of the investment project with raised funds to ensure that the investment project has good market prospects and profitability, can effectively prevent investment risks and improve the use efficiency of raised funds.
Article 5 the directors, supervisors and senior managers of the company shall be diligent and responsible, urge the company to standardize the use of the raised funds, consciously maintain the safety of the raised funds, and shall not participate in, assist or connive at the company to change the purpose of the raised funds without authorization or in a disguised form.
Article 6 if the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the subsidiaries or other enterprises controlled by the company shall abide by the raised funds management system.
Chapter II capital verification and special account storage of raised funds
Article 7 after the raised funds are in place, the company shall go through the capital verification procedures in time, and an accounting firm with securities practice qualification shall issue a capital verification report.
Article 8 the company shall carefully select a commercial bank and open a special account for raised funds (hereinafter referred to as “special account”), and the raised funds shall be deposited in the special account determined by the board of directors for centralized management. The special account shall not be used for non raised funds or other purposes.
If the company has raised funds for more than two times, it shall set up a special account for raised funds independently. The funds required for the same investment project must be deposited in the same special account.
Article 9 the company shall, within one month after the raised funds are in place, sign the tripartite supervision agreement with the recommendation institution and the commercial bank storing the raised funds (hereinafter referred to as “commercial bank”) and accept the continuous supervision of the recommendation institution in accordance with relevant provisions. 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 from the special account or 20% of the total amount of the special account in one or 12 months, the company and the commercial bank shall notify the recommendation institution in time;
（4） The commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution; (5) the recommendation institution may inquire about the special account information at the commercial bank at any time;
（6） The recommendation institution shall check the storage of the raised funds in the special account at the same time during the on-site investigation of the company every half a year;
（7） The supervision responsibilities of the recommendation institution, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution and the commercial bank on the use of the company’s raised funds;
（8） The rights, obligations and liabilities for breach of contract of the company, the commercial bank and the recommendation institution; (9) if the commercial bank fails to timely issue a statement of account to the recommendation institution or notify the special account of large withdrawals for three times, or fails to cooperate with the recommendation institution in querying and investigating the special account materials, the company may terminate the agreement and cancel the special account for raised funds.
After signing the above agreement, the company shall timely report to Shenzhen stock exchange for filing and announce the main contents of the agreement.
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 Shenzhen stock exchange for filing.
Chapter III use of raised funds
Article 10 the use of the raised funds shall be based on the principles of standardization and transparency, and the raised funds shall be used 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. If the company changes the use of funds listed in the prospectus or prospectus, a resolution shall be made by the general meeting of shareholders. Article 11 the company’s investment projects with raised funds shall not hold trading financial assets and financial assets available for sale, lend to others, entrusted financial management and other financial investments, and shall not directly or indirectly invest 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 the controlling shareholders, actual controllers and other related persons, and take effective measures to prevent the related persons from using the raised funds to invest in the project to obtain improper interests.
Article 13 the company shall comprehensively check the progress of the 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 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 14 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 and decide whether to continue to implement the project: (I) significant changes have taken place in the market environment involved in the project invested 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.
The company shall disclose the progress of the project, reasons for abnormalities and the adjusted investment plan of raised funds (if any) in the latest periodic report.
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 may replace the self raised funds with the raised funds within six months after the arrival of the raised funds. The replacement can be implemented only after the board of directors of the company has deliberated and approved, the accounting firm has issued the assurance report, the independent directors, the board of supervisors and the recommendation institution have expressed their explicit consent and fulfilled the obligation of information disclosure.
If the company has disclosed in the issuance application document that it plans 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 the temporarily idle raised funds can be managed in cash, and the invested 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.
Article 18 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 and the recommendation institution shall express their explicit consent. The company shall announce the following contents within 2 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;
（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, investment scope and safety of investment products;
（5） Opinions issued by independent directors, board of supervisors and recommendation institutions.
Article 19 the company may temporarily use the idle raised funds to supplement the working capital, but only for the production and operation related to the main business, and shall meet the following conditions: (I) the purpose of the raised funds shall not be changed in disguise;
（2） It shall not affect the normal progress of the investment plan of the raised funds;
（3） The time for a single replenishment of working capital shall not exceed 12 months;
（4） The previously raised funds used for temporary replenishment of working capital have been returned (if applicable);
（5） Do not use idle raised funds for securities investment, and do not directly or indirectly arrange for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc;
（6） The recommendation institution, the independent director and the board of supervisors separately issue opinions with explicit consent.
Article 20 Where the company uses idle raised funds to supplement working capital, it shall be deliberated and approved by the board of directors, and the following contents shall be announced within 2 trading days:
(i) The basic information of the raised funds, including the time, 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 and recommendation institutions;
（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 2 trading days after all the capital is returned.
Article 21 the part of the net funds actually raised by the company that exceeds the planned amount of funds raised (hereinafter referred to as “over raised funds”) can be used for permanent replenishment of working capital and repayment of bank loans, and the cumulative amount within each 12 months shall not exceed 30% of the total amount of over raised funds.
If the over raised funds are used for permanent replenishment of working capital and repayment of bank loans, it shall be reviewed and approved by the general meeting of shareholders of the company, and the online voting method shall be provided. The independent directors and the sponsor shall express their explicit consent and disclose.
The company promises not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital.
Chapter IV change of purpose of raised funds
Article 22 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances: (I) cancel the original raised funds project and implement a new project;
（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 Shenzhen Stock Exchange as the change of the purpose of the raised funds. Article 23 the company may change the purpose of the raised funds only after the proposal on changing the purpose of the raised funds is deliberated and approved by the board of directors and the general meeting of shareholders.
Article 24 the board of directors of the company shall prudently analyze the feasibility of the investment project of the newly raised funds to be changed, and be sure that the investment project has good market prospect and profitability, can effectively prevent investment risks and improve the use efficiency of the raised funds. In principle, the purpose of the raised funds after the change of the company shall be invested in the main business.
Article 25 If the company intends to change the purpose of the raised funds, it shall announce the following contents within 2 trading days after submitting it to the board of directors for deliberation:
(i) Basic information of the original project and specific reasons for change;
（2） Basic information, feasibility analysis, economic benefit analysis and risk prompt of the new project;
（3） Investment plan for new projects;
（4） A statement that the new project has been obtained or has yet to be approved by relevant departments (if applicable); (V) opinions of independent directors, the board of supervisors and the recommendation institution on changing the purpose of the raised funds;
（6） Explanation that the change of the purpose of the raised funds needs to be submitted to the general meeting of shareholders for deliberation;
（7） Other contents required by Shenzhen Stock Exchange.
Article 26 Where the company intends to change the investment project with raised funds into a joint venture, it shall carefully consider the necessity of joint venture on the basis of fully understanding the basic situation of the joint venture party, and the company shall hold shares to ensure effective control over the investment project with raised funds.
Article 27 If the company changes the purpose of the raised funds for the acquisition of the assets (including 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.
The company discloses 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 28 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 shall make an announcement within 2 trading days, explaining the change, the reasons, the impact on the implementation of the investment project with raised funds, and the opinions issued by the sponsor. Article 29 after the completion of a single raised capital investment project, if the company uses the surplus raised capital (including interest income) of the project for other raised capital investment projects, it can only be used after the deliberation and approval of the board of directors and the explicit consent of the sponsor.
If the surplus raised funds (including interest income) are less than RMB 5 million or less than 1% of the committed investment amount of the raised funds of the project, the procedures in the preceding paragraph may be exempted, and their use shall be disclosed in the annual report.
If the company uses the surplus raised funds (including interest income) of the project for non raised funds investment projects (including supplementary working capital), it shall perform corresponding procedures and disclosure obligations in accordance with the relevant provisions of Shenzhen Stock Exchange and this system.
Article 30 after the completion of all the investment projects with raised funds, if the surplus raised funds (including interest income) account for more than 10% of the net raised funds, the company’s use of the surplus funds shall meet the following conditions:
(i) The independent directors and the board of supervisors express their opinions;
(II)
