Zhongyin Babi Food Co.Ltd(605338)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to strengthen and standardize the management of the raised funds of Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as "the company") and improve the efficiency and efficiency of the use of the raised funds, 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 initial public offering and listing, and the measures for the administration of securities issuance of listed companies This system is hereby formulated in combination with the actual situation of the company, such laws, regulations and normative documents as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, and the provisions of Zhongyin Babi Food Co.Ltd(605338) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the raised funds refer to the funds raised by the company from investors through public offering 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 offering of securities, but do not include the funds raised by the company through the implementation of equity incentive plan. The raised funds shall be verified by an accounting firm with securities practice qualification and a capital verification report shall be issued.
Article 3 the directors, supervisors and senior managers of the company shall be diligent in the management and use of the raised funds. Before public offering, the feasibility of the proposed investment project of the raised assets shall be fully demonstrated according to the company's development strategy, main business, market situation, national industrial policies and other factors, and the amount of funds to be raised, investment projects, schedule, expected income, etc. shall be clarified and submitted to the general meeting of shareholders for approval.
Article 4 the board of directors and the board of supervisors of the company shall strengthen the inspection on the use of the raised funds, ensure that the funds are invested for the purposes promised in the prospectus or approved by the general meeting of shareholders, and check whether the progress and effect of the investment project reach the level predicted in the prospectus. Independent directors shall perform necessary duties on the investment direction of the company's raised funds and whether the management and use of funds are conducive to the interests of the company and investors. The company's audit institution shall pay attention to whether the deposit and use of raised funds are consistent with the company's information disclosure.
Chapter II deposit of raised funds in special account
Article 5 the raised funds shall be deposited in the special account (hereinafter referred to as the "special account") determined by the board of directors for centralized management. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 6 the company shall sign a special account tripartite supervision agreement (hereinafter referred to as the "agreement") with the sponsor and the commercial bank storing the raised funds (hereinafter referred to as the "commercial bank") within one month after the receipt of the raised funds. The agreement shall include at least the following contents:
（1） The company shall centrally deposit the raised funds in the special account for raised funds;
（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） The commercial bank shall provide the company with the bank statement of the special account for raising funds every month and send a copy to the sponsor or independent financial adviser;
（4） If the company withdraws more than 50 million yuan from the special account for raised funds in one time or within 12 months and reaches 20% of the net amount of the total amount of raised funds after deducting the issuance expenses (hereinafter referred to as the net amount of raised funds), the company shall timely notify the sponsor or independent financial adviser;
（5） The sponsor or independent financial consultant can inquire the information of the special account for raised funds at the commercial bank at any time;
（6） The supervision responsibilities of the sponsors or independent financial advisers, the notification and cooperation responsibilities of commercial banks, and the supervision methods of the sponsors or independent financial advisers and commercial banks on the use of the company's raised funds;
（7） Liability for breach of contract of the company, commercial bank, sponsor or independent financial consultant;
（8） If a commercial bank fails to issue a statement of account to the sponsor or independent financial adviser in time for three times, or fails to cooperate with the sponsor or independent financial adviser in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
The company shall report to the stock exchange where the company is listed for filing and announce the main contents of the agreement within 2 trading days after the signing of all agreements.
If the above agreement is terminated in advance due to the change of sponsor or commercial bank before the expiration of the validity period, the company shall sign a new agreement with relevant parties within two weeks from the date of termination of the agreement, and report to the Securities Exchange listed by the company for filing and announcement within two trading days after the signing of the new agreement.
Article 7 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 large withdrawals from 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 8 the company shall use the raised funds 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 timely report to the stock exchange on which the company is listed and make an announcement.
Article 9 the company shall not commit any of the following acts when using the raised funds:
（1） Raised investment projects refer to financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, which are directly or indirectly invested in companies whose main business is the trading of securities;
（2） Changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
（3） Provide the raised funds directly or indirectly to the controlling shareholders, actual controllers and other related persons for use, so as to facilitate the related persons to obtain illegitimate interests by using the raised investment project;
（4） Other acts in violation of the provisions on the administration of raised funds.
Article 10 when the company uses the raised funds, the capital expenditure must strictly comply with the company's fund management system and perform the approval procedures for the use of funds. For each expenditure involving the raised funds, the relevant department shall propose the fund use plan. Within the scope of authorization of the board of directors, it shall be reported to the finance department after being signed by the competent manager. After being reviewed by the finance department, it shall be paid after being signed by the project leader, financial leader and general manager level by level; Those beyond the scope authorized by the board of directors shall be reported to the board of directors for approval.
Article 11 the investment projects with raised funds shall be implemented according to the schedule promised by the board of directors of the company. The project Department of the company shall establish a project management system to inspect and supervise the application of funds, project progress and project quality, and establish corresponding project files. The Finance Department of the company shall be responsible for activities involving the use of raised funds
Establish and improve relevant accounting records and original accounts, and regularly inspect and supervise the use and effect of raised funds.
Article 12 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 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 13 in case of any of the following circumstances, the company shall re demonstrate 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 The reasons for the abnormality and the adjusted investment plan of the raised funds: (1) the market environment involved in the investment project of the raised funds has changed significantly;
（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 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 14 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 15 Where the company replaces the self raised funds that have been invested in the investment projects of the raised funds in advance with the raised funds, it can only be implemented after the deliberation and approval of the board of directors of the company, the certification report issued by the certified public accountant, the express consent of the independent directors, the board of supervisors and the sponsor and the performance of the obligation of information disclosure. The replacement time shall not exceed 6 months from the arrival time of the raised funds. The company shall report to the stock exchange where the company is listed and make an announcement within 2 trading days after the meeting of the board of directors.
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 be subject to the special audit of the accounting firm and the opinions of the sponsor,
It can only be implemented after being deliberated and approved by the board of directors of the company. The board of directors of the company shall report to the stock exchange where the company is listed and make an announcement within 2 trading days after the replacement.
Article 16 if the company only changes the implementation place of the investment project with raised funds, it shall be examined and approved by the board of directors of the company, and report to the stock exchange where the company is listed within 2 trading days, and announce the reasons for the change and the opinions of the sponsor.
Article 17 the company may temporarily use the idle raised funds to supplement the working capital, and shall meet the following conditions: (1) the purpose of the raised funds shall not be changed in a disguised form;
（2） It shall not affect the normal progress of the investment plan of the raised funds;
（3） It is limited to the production and operation related to the main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements;
（4） The time for a single replenishment of working capital shall not exceed 12 months;
（5） The funds raised previously for temporary replenishment of working capital that have been returned and expired (if applicable); The above matters 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, and report to the stock exchange where the company is listed and make an announcement within 2 trading days after the meeting of the board of directors.
Before the due date of supplementary working capital, the company shall return this part of capital to the special account, and report to the Stock Exchange listed by the company and make an announcement within 2 trading days after the return of all capital.
Article 18 after the completion of a single investment project with raised funds, if the company uses the surplus raised funds (including interest income) of the project for other investment projects with raised funds, it shall be reviewed and approved by the board of directors and can only be used after the opinions of independent directors, sponsors and the board of supervisors are expressed. The company shall report to the stock exchange where the company is listed and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised funds (including interest income) are less than 1 million or less than 5% of the committed investment amount of the raised funds of the project, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the annual report.
If the surplus raised capital (including interest income) of a single raised capital investment project of the company is used for non raised investment projects (including supplementary working capital), corresponding procedures and procedures shall be performed with reference to the change of raised capital investment projects
