Fujian Rongji Software Co.Ltd(002474)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company”) and improve the use efficiency of the raised funds, according to the company law Securities law, guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds, stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws This management system is formulated in accordance with the relevant provisions of laws and regulations, normative documents and Fujian Rongji Software Co.Ltd(002474) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “raised funds” as mentioned in this management system refers to the funds raised from investors and used for specific purposes by the company through the issuance of shares and their derivatives.
The term “over raised funds” as mentioned in this management system refers to the part where the net amount of funds actually raised exceeds the amount of funds planned to be raised.
Article 3 the board of directors of the company shall be responsible for establishing and improving the management system of the company’s raised funds and ensuring the effective implementation of the system. The management system of raised funds shall clearly stipulate the storage, use, change and supervision of the special account of raised funds, as well as the application for the use of raised funds, hierarchical examination and approval authority, decision-making procedures, risk control measures, information disclosure procedures and accountability.
If the raised capital investment project (hereinafter referred to as “raised investment project”) 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 the provisions of this management system.
Article 4 the use of raised funds shall adhere to the principles of careful planning, careful calculation, standardized operation, openness and transparency.
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.
If the company suffers losses due to the use of raised funds in violation of national laws, regulations and the articles of association, the relevant responsible persons shall bear civil liability for compensation.
Chapter II deposit of raised funds in special account
Article 6 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”). The raised funds shall be deposited in a special account approved by the board of directors for centralized management, and 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 special accounts for raised funds respectively.
The over raised funds shall also be deposited in the special account for the management of the raised funds.
Article 7 the company shall sign a three-party supervision agreement (hereinafter referred to as the “three-party agreement”) with the recommendation institution or independent financial adviser 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 tripartite agreement shall at least 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 and the deposit amount;
(III) 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;
(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) the recommendation institution or independent financial consultant can inquire the special account information at the commercial bank at any time;
(VI) 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 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, recommendation institutions or independent financial advisers; (VIII) if the commercial bank fails to issue a statement of account or notify the special account of large amount withdrawal to the recommendation institution or independent financial adviser in time for three times, and fails to cooperate with the recommendation institution or independent financial adviser to inquire and investigate the special account information, the company may terminate the agreement and cancel the special account for raised funds.
The company shall timely announce the main contents of the tripartite agreement after the signing of the above tripartite agreement.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers shall jointly sign a tripartite agreement, 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.
Chapter III use of raised funds
Article 8 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the issuance application documents, and shall not change the investment direction of the raised funds at will.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds. 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.
Article 9 in principle, the raised funds shall be used for the company’s main business. Except for financial enterprises, the raised funds shall not be used for high-risk investments such as securities investment and derivatives trading or provide financial assistance to others, nor shall they be directly or indirectly invested 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 10 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 parties, and take effective measures to prevent the related parties from using the raised investment projects to obtain improper interests.
Article 11 the plan for the use of raised funds shall be prepared and approved in accordance with the following procedures:
(I) the use plan of raised funds shall be prepared according to the year and project;
(II) the specific executive department shall prepare the annual use plan of raised funds;
(III) review and approval of the president’s office meeting;
(IV) reviewed and approved by the board of directors;
(V) CEO.
Article 12 the use of raised funds shall be applied for and approved in accordance with the following procedures:
(I) the specific user department fills in the application form;
(II) opinions signed by the person in charge of finance;
(III) president’s approval;
(IV) implemented by the financial department.
Article 13 when the company uses the raised funds for the following matters, it 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 adviser shall express their explicit consent:
(I) replace the self raised funds that have been invested in the raised investment project in advance with the raised funds;
(II) use the temporarily idle raised funds for cash management;
(III) temporarily replenish working capital with temporarily idle raised funds;
(IV) change the purpose of the raised funds;
(V) change the implementation location of the raised investment project;
(VI) use the surplus raised funds;
(VII) over raised funds are used for projects under construction and new projects.
The change of the purpose of the raised funds of the company shall also be examined and approved by the general meeting of shareholders.
Where relevant matters involve related party transactions, asset purchases, foreign investment, etc., the review procedures and information disclosure obligations shall also be performed in accordance with Chapter VI of the listing rules.
Article 14 projects invested with raised funds shall be invested in strict accordance with the total investment of the project. If it is necessary to adjust the total investment of the project due to special reasons, it shall be approved according to the following procedures. The remaining funds shall be implemented in accordance with articles 30 and 31 of the management system. In principle, the insufficient funds shall be solved by the company’s own funds or implemented in accordance with Article 13 of the management system:
(I) the specific executive department shall prepare a report on the adjustment of the total investment, detailing the reasons for the adjustment;
(II) the increase or decrease shall be subject to the approval and decision-making procedures in accordance with the relevant provisions of the management system and the articles of association.
Article 15 in case of any of the following circumstances in a raised investment project, 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 raised investment project;
(II) the raised investment project has been shelved for more than one year;
(III) exceeding the completion period of the latest raised capital investment plan and the amount of raised capital investment does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances occur in the raised investment project.
The company shall disclose the progress of the project and the reasons for abnormalities in the latest periodic report. If it is necessary to adjust the investment plan of raised funds, the adjusted investment plan of raised funds shall be disclosed at the same time.
Article 16 if the company decides to terminate the original raised investment project, it shall select a new investment project scientifically and prudently.
Article 17 Where the company replaces the self raised funds invested in advance with the raised funds, the accounting firm shall issue an assurance report. The company may replace the self raised funds with the raised funds within 6 months after the receipt of the raised funds.
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 18 the company’s use of idle raised funds to temporarily supplement working capital is limited to the 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;
(II) it shall not affect the normal progress of the investment plan of the raised funds;
(III) the previously raised funds used for temporary replenishment of working capital have been returned;
(IV) the time for a single replenishment of working capital shall not exceed 12 months;
(V) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
Article 19 Where the company uses idle raised funds to temporarily supplement working capital, it shall timely announce the following contents after the deliberation and approval of the board of directors:
(I) basic information of the funds raised this time, including the time of raising, the amount of funds raised, the net amount of funds raised and the investment plan;
(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 purpose 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) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers;
(VI) other requirements of the exchange.
Before the due date of replenishing working capital, the company shall return this part of funds to the special account for raised funds and make a timely announcement after all funds are returned.
Article 20 the company may conduct cash management on the temporarily idle raised funds. The term of its investment products shall not exceed 12 months, and must have high safety and good liquidity, which shall not affect the normal progress 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 timely announce the following contents after the meeting of the board of directors:
(I) basic information of the funds raised this time, including the time of raising, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of raised funds and reasons for idle raised funds;
(III) 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;
(IV) income distribution mode and investment scope of investment products, principal guarantee commitment and safety analysis provided by the product issuer, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, 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.
Article 22 the company shall, according to the actual production and operation needs of the enterprise, submit it to the board of directors or the general meeting of shareholders for deliberation and approval, and use the over raised funds in a planned manner in the following order:
(I) supplement the fund gap of raised investment projects;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent liquidity replenishment.
Article 23 the company shall use the over raised funds for projects under construction and new projects according to the progress of projects under construction and new projects.
When the company uses the over raised funds for projects under construction and new projects, the recommendation institution, independent financial consultant and independent director shall issue special opinions. If the project involves related party transactions, asset purchases, foreign investment, etc., it shall also perform the review procedures and information disclosure obligations in accordance with Chapter VI of the listing rules.
Article 24 Where the company uses the over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the general meeting of shareholders. The independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent and disclosure, and shall meet the following requirements:
(I) the company shall promise not to make high-risk investments such as securities investment and derivatives trading within 12 months after replenishing working capital, and provide financial assistance to objects other than holding subsidiaries and disclose to the public;
(II) the company shall repay bank loans or supplement working capital according to the actual needs, and the cumulative amount within each 12 months shall not exceed 30% of the total amount of over raised funds.
Chapter IV change of purpose of raised funds
Article 25 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(I) cancel or terminate the original fund-raising projects and implement new projects;
