Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Measures for the administration of raised funds
(revised in April 2002)
Chapter I General Provisions
Article 1 in order to regulate the management and use of the raised funds of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”), improve the use efficiency of the raised funds and protect the legitimate rights and interests of investors, in accordance with the company law, the securities law and the measures for the Administration of securities issuance of listed companies The relevant provisions of laws, regulations and company systems 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 (hereinafter referred to as the “Listing Rules”), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of the company and the actual situation of the company, These measures are formulated.
Article 2 the term “raised funds” as mentioned in these Measures 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 company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the prospectus or prospectus, 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, it shall be announced in time.
Article 4 the board of directors of a listed 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. Where the investment project of raised funds is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other enterprises controlled by the company comply with the provisions of this section.
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 of the listed company, 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 and its controlling shareholders, actual controllers, directors, supervisors and senior managers use the raised funds in violation of national laws and regulations, the articles of association and these measures, resulting in losses to the company (including economic losses and reputation losses), the company shall investigate their corresponding compensation liabilities in accordance with the provisions of relevant laws and regulations.
Chapter II special account storage of raised funds
Article 6 the funds raised by the company shall be deposited in a bank with good credit and standardized management, which is convenient for supervision and management, and the funds raised by margin shall be safe.
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 the “special account”) for centralized management, and the special account shall not be used for non raised funds or other purposes.
Article 8 where the company has raised funds for more than two times, it shall set up a special account for raised funds independently. The net amount of the actually raised funds exceeding the amount of the planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of the raised funds. Article 9 after the raised funds are in place, the finance department shall be responsible for handling the capital verification procedures in time, and an accounting firm with securities practice qualification shall issue a capital verification report.
Article 10 the company shall, within one month after the raised funds are in place, sign a tripartite supervision agreement (hereinafter referred to as the tripartite agreement) with the recommendation institution or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as the commercial bank). 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) 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 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 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 consultant in time for three times, and fails to cooperate with the recommendation institution or independent financial consultant in querying and investigating 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 11 when using the raised funds, the approval procedures for the use of funds shall be performed in strict accordance with the company’s financial approval system. The specific user department (unit) shall fill in the application, which shall be submitted to the financial department of the company for review after being approved by the manager (or project leader) of the competent department, and the payment shall be made after being countersigned by the chief financial officer, President, audit department and the Secretariat of the board of directors level by level. The investment beyond the scope authorized by the board of directors shall be approved by the board of directors or the general meeting of shareholders.
Article 12 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 13 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 funds to invest in projects to obtain illegitimate interests.
Article 14 in case of any of the following circumstances in a 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) 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 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 project invested with raised funds.
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 15 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 investment projects with the raised funds in advance;
(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 project invested by the raised funds;
(VI) use the surplus raised funds.
Any change in the purpose of the raised funds by 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., they shall also be listed in accordance with the stock listing rules
Article 16 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 17 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 shall be implemented only after the deliberation and approval of the board of directors of the company, the certified public accountant’s assurance opinion, the sponsor’s explicit consent opinion and the performance of the obligation of information disclosure. The replacement time shall not exceed 6 months from the time when the raised funds are in place.
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 If the company changes the implementation place of the investment project with raised funds, it shall make an announcement within two trading days after the deliberation and approval of the board of directors, stating the change, the reasons, the impact on the implementation of the investment project with raised funds, and the opinions issued by the recommendation institution or independent financial consultant.
Article 19 If the company intends to change the raised investment project 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 of the raised investment project.
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) principal guaranteed products with high security such as structured deposits and certificates of deposit;
(II) good liquidity 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 timely report to Shenzhen stock exchange for filing and 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) 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) the use of the raised funds and the reasons for the idle of the 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, safety analysis provided by product issuers, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, the board of supervisors, the recommendation institution or independent financial adviser.
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 Where the company uses idle raised funds to temporarily supplement working capital, it shall only be used for production and operation related to its main business, and shall meet the following conditions:
(I) it is not allowed to change the purpose of the raised funds in a disguised form or affect the normal progress of the investment plan of the raised funds;
(II) the funds raised for temporary replenishment of working capital have been returned;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading. Article 23 Where the 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) 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 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 24 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 replenishment of working capital
Article 25 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 or 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 stock listing rules.
Article 26 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 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 the bank loan or supplement the loan according to the actual demand
