Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Management system of raised funds
March, 2002
catalogue
Chapter I General Provisions Chapter II storage of raised funds Chapter III use and management of raised funds Chapter IV change of investment direction of raised funds 6 Chapter V Supplementary Provisions seven
Chapter I General Provisions
Article 1 in order to strengthen the management of the raising of funds by Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”), standardize the use of the raised funds and effectively protect the interests of the majority of investors, in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies issued by the CSRC Regulations of the Shanghai Stock Exchange (hereinafter referred to as “the articles of association of the Shanghai Stock Exchange”) and the relevant regulations of the Shanghai Stock Exchange (hereinafter referred to as “the articles of association of the Shanghai Stock Exchange”).
Article 2 the term “raised funds” as mentioned in this system includes 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, issuance of convertible corporate bonds with separate transactions, etc.) and non-public issuance of securities, but does not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 after the raised funds are in place, the company shall go through the capital verification procedures in time, and the capital verification report shall be issued by an accounting firm with securities practice qualification. The company’s management of the raised funds follows the principles of special account storage, standardized use, truthful disclosure and strict management.
Article 4 when formulating the fund-raising plan, the company shall carefully consider its ability to use funds and asset liability structure. Each fund-raising shall comply with the provisions of China Securities Regulatory Commission and other relevant documents.
Article 5 the board of directors of the company shall be responsible for the use and management of the raised funds, and the board of supervisors, independent directors and recommendation institutions of the company shall exercise supervision over the management and use of the raised funds.
Article 6 if the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the company’s subsidiaries or other enterprises controlled by the company shall abide by this system.
Chapter II storage of raised funds
Article 7 the raised funds of the company shall be deposited in the special account approved by the board of directors (hereinafter referred to as “special account for raised funds” or “special account for raised funds”) for centralized management, and shall sign a tripartite supervision agreement with the sponsor and the commercial bank storing the raised funds within two weeks after the arrival of the raised funds, and timely submit it to the stock exchange for filing and announce the main contents of the agreement after the signing of the agreement. The establishment of special accounts and the storage of raised funds shall be handled by the financial department of the company.
Article 8 the special account for raised funds shall not deposit non raised funds or be used for other purposes. In principle, the special account for raised funds shall not exceed the number of investment projects of raised funds. If the company conducts financing for more than two times, it shall set up special accounts for raised funds respectively.
Article 9 if the actual net amount of raised funds exceeds the planned amount of raised funds, it shall also be deposited in the special account for raised funds.
Article 10 the company shall sign a tripartite supervision agreement with the sponsor and the commercial bank storing the raised funds within two weeks after the raised funds are in place. The agreement shall include the following contents:
(I) the company shall deposit 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, the deposit amount and term; (III) if the company withdraws more than 50 million yuan from the special account at one time or within 12 months and reaches 20% of the net raised funds (the amount of the total issued raised funds after deducting the issuance expenses), the company and the commercial bank shall timely notify the recommendation institution or independent financial adviser; (IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution or independent financial adviser;
(V) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(VI) the supervision responsibilities of the sponsor or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the sponsor or independent financial adviser and the commercial bank on the use of the company’s raised funds;
(VII) rights, obligations and liabilities for breach of contract of the company, commercial banks and recommendation institutions.
The company shall report to the stock exchange for filing within 2 trading days after the signing of all agreements, and announce the main contents of the agreement. If the above-mentioned agreement is terminated in advance due to changes in the recommendation institution or commercial bank before the expiration of the term of validity, the company shall sign a new agreement with relevant parties within two weeks from the date of termination of the agreement, and make an announcement within two trading days and after reporting to the stock exchange for filing.
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 above agreement and cancel the special account for raised funds, and the contents of this paragraph shall be included in the tripartite supervision agreement mentioned in this article.
Article 11 the company shall use the raised funds in strict accordance with the investment plan of the raised funds promised in the application documents for issuance and listing. In case of any situation that seriously affects the normal operation of the investment plan of the raised funds, the company shall timely report to the stock exchange and make an announcement.
Article 12 the investment projects of the company’s raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and shall not be invested directly or indirectly in companies whose main business is the trading of securities.
Article 13 the company shall not use the raised funds for pledge, entrusted loan or other disguised changes to the raised funds
Article 14 the raised funds of the company shall not be occupied or misappropriated by the controlling shareholder, actual controller and other related persons, so as to obtain illegitimate interests for the related persons by using the raised investment projects.
Article 15 the company shall comprehensively check the progress of the investment projects with raised funds after the end of each fiscal year.
Article 16 the financial department of the company must regularly check the deposit balance of the raised funds to ensure that the accounts are consistent with each other.
Chapter III use and management of raised funds
Article 17 the company shall comply with the following requirements when using the raised funds:
(I) the company shall make clear provisions on the application, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds;
(II) the company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents;
(III) in case of any situation that seriously affects the normal progress of the use plan of the raised funds, the company shall timely report to the stock exchange and make an announcement;
(IV) in case of any of the following situations in the raised capital investment project (hereinafter referred to as “raised investment project”), the company shall re demonstrate the feasibility and expected income of the raised investment project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised investment project (if any) in the latest periodic report:
1. 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 investment plan of the raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
4. Other abnormal circumstances occur in the raised investment project.
Article 18 the raised funds of the company shall not be used for the placement and purchase of new shares through direct or indirect arrangements, or for the purposes prohibited by the securities regulatory authorities such as stocks and their derivatives, convertible corporate bonds or other investments that change the purpose of the raised funds in a disguised manner. However, the temporarily idle funds can be used for safe and stable short-term investment or other financial management methods when they meet the regulatory provisions or are approved by the regulatory authorities. However, the final purpose of the fund must be consistent with the purpose disclosed in the raising documents. If the purpose really needs to be changed according to the actual situation of the company, the corresponding approval procedures must be performed in accordance with the regulatory provisions.
Article 19 the company shall ensure the authenticity of the use of the raised funds, prevent the raised funds from being illegally 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 20 the company’s investment projects with raised funds shall strictly comply with the provisions of relevant laws, regulations and the articles of association and perform the corresponding approval procedures.
Article 21 the general meeting of shareholders is the highest authority for the investment decision-making of the company’s raised funds; The board of directors shall perform the investment decision-making responsibilities of the investment direction of the raised funds within the scope authorized by the articles of association and the general meeting of shareholders; The chairman shall perform the investment decision-making responsibilities of the articles of association and the investment direction of the raised funds within the scope authorized by the board of directors; The general manager shall exercise the investment decision-making responsibilities of the articles of association and the investment direction of the raised funds within the scope authorized by the board of directors through the executive meeting of the general manager.
Article 22 when the company invests in the project with raised funds, the capital expenditure must be in strict accordance with the company’s fund management system and go through the approval procedures for the use of funds.
Article 23 If the company invests self raised funds into projects invested with raised funds in advance, it can replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds. The replacement shall be examined and approved by the board of directors of the company, the accounting firm shall issue an assurance report, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. The board of directors of the company shall report to the stock exchange and make an announcement within 2 trading days after the replacement.
In addition to the preceding paragraph, if the company replaces the self raised funds invested in the raised investment project in advance with the raised funds, it shall perform the corresponding procedures and disclosure obligations with reference to the changed raised investment project.
Article 24 in case of any of the following circumstances in a project invested with raised funds, the company shall check the feasibility and expected income of the project and decide whether to continue to implement the project:
(I) major changes have taken place in the market environment involved in the investment project with raised funds;
(II) the project invested with raised funds 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 circumstances in the project invested with raised funds.
The company shall disclose the progress of the project, the reasons for abnormalities and the adjusted investment plan of raised funds (if any) in the latest periodic report.
Article 25 a company may temporarily use idle raised funds to supplement working capital, provided that the following conditions are met:
(I) the purpose of the raised funds shall not be changed in a disguised form, and the normal progress of the investment plan of the raised funds shall not be affected; (II) it is limited to the production and operation related to the main business, and shall not be directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) the funds previously raised for temporary replenishment of working capital that have been returned and have expired (if applicable). If the company uses idle raised funds to supplement working capital temporarily, it shall be deliberated 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 report to the stock exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Before the supplementary working capital expires, the company shall return this part of the capital to the special account for raised capital, and report to the stock exchange and make an announcement within 2 trading days after the return of all the capital.
Article 26 Where the company uses idle raised funds to supplement working capital, it shall disclose the following contents: (I) the basic information of the raised funds, including the time, amount, net amount and investment plan of the raised funds;
(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) income distribution mode, investment scope and safety of investment products;
(VI) opinions issued by independent directors, board of supervisors and recommendation institutions.
Article 27 the independent directors, the audit committee of the board of directors and the board of supervisors shall pay attention to whether there is a significant difference between the actual use of the raised funds and the company’s information disclosure. With the consent of more than half of the independent directors, the independent directors may hire an accounting firm to conduct a special audit on the use of the raised funds. The company shall fully cooperate with the special audit work and bear the necessary audit expenses.
Article 28 the board of supervisors of the company has the right to supervise the use of the raised funds.
Article 29 the Audit Department of the company shall inspect the management of the company’s raised funds once a year and report the inspection results to the audit committee of the board of directors in time.
If the audit committee of the board of Directors considers that there are violations in the management of the company’s raised funds or the Audit Department of the company fails to submit the inspection result report as required, it shall report to the board of directors in time.
Article 30 the board of directors of the company shall comprehensively check the progress of raised investment projects every half a year and issue a special report on the storage and actual use of raised funds. The special report on the deposit and actual use of the company’s raised funds shall be deliberated and approved by the board of directors and the board of supervisors, and shall be reported to the stock exchange and announced within 2 trading days after being submitted to the board of directors for deliberation.
Article 31 the audit committee of the board of directors, the board of supervisors or more than half of the independent directors may employ a certified public accountant to conduct a special audit on the deposit and use of the raised funds and issue a special audit report. The board of directors shall actively cooperate, and the company shall bear the necessary expenses.
The board of directors shall report to the stock exchange and make an announcement within 2 trading days after receiving the special audit report of certified public accountants. If the special audit report of the certified public accountant considers that there are violations in the management of the company’s raised funds, the board of directors shall also announce the violations in the storage and use of the raised funds, the consequences that have been or may be caused, and the measures that have been or will be taken.
Article 32 after all the projects invested by raising funds are completed, if the surplus raised funds (including interest income) exceed 10% of the net raised funds, the company shall use the surplus raised funds after being deliberated and approved by the board of directors and the general meeting of shareholders and the opinions of independent directors, sponsors and the board of supervisors. The board of directors shall announce the meeting within 2 days after the stock exchange.
The surplus raised funds (including interest income) are lower than the net raised funds
