Vanfund Urban Investment&Development Co.Ltd(000638)
Administrative measures for the use of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management and application of the raised funds of Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “the company”) and protect the interests of investors to the greatest extent, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, 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 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, regulations and normative documents, In combination with the actual situation of the company, the management measures for the use of Vanfund Urban Investment&Development Co.Ltd(000638) raised funds (hereinafter referred to as “the measures”) is hereby formulated.
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised from investors and used for specific purposes by the company through the issuance of shares and their derivatives.
Article 3 the company must use the raised funds in accordance with the investment direction of the raised funds disclosed in the information and the resolutions and approval procedures of the general meeting of shareholders and the board of directors, and disclose the use and effect of the raised funds in a timely and complete manner.
Article 4 the use of the raised funds shall be based on the principles of standardization, openness and transparency, and shall be used in strict accordance with the prospectus or other public offering documents and the investment plan of the raised funds promised to the outside world. No one has the right to change the purpose of the company’s raised funds unless a resolution is made by the general meeting of shareholders according to law. 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.
Where the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, such subsidiaries or other enterprises controlled by the company shall abide by these measures.
Article 5 the directors, supervisors and senior managers of the company shall be diligent and responsible, urge the listed 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 listed company to change the purpose of the raised funds without authorization or in a disguised form.
Chapter II deposit of raised funds
Article 6 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. After that, the board of directors of the company shall manage and use the raised funds in accordance with the use plan of the raised funds promised in the prospectus or other public offering documents.
Article 7 the company shall establish a special storage system for raised funds; The board of directors of the company shall set up a special account for raised funds (hereinafter referred to as “special account”) in a reputable commercial bank to centrally deposit all raised funds of the company, so as to ensure the safety of raised funds (including funds not yet put into use, temporarily idle funds invested in batches as planned, remaining funds of the project, etc.). The special account shall not deposit non raised funds or be used for other purposes. The number of special accounts shall not exceed the number of projects invested with raised funds.
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 shall be deposited in the same special account.
If the company believes that the amount of raised funds is large and it is necessary to open a special account in more than one bank in combination with the credit arrangement of the investment project, it can open a special account in more than one bank with the approval of the board of directors on the premise of adhering to the principle that the funds of the same investment project are stored in the same special account.
Article 8 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the sponsor 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 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 from the special account in one time or within 12 months and reaches 20% of the net amount of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”), the company and the commercial bank shall notify the sponsor or independent financial adviser in time;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the sponsor or independent financial adviser;
(V) the sponsor or independent financial consultant can inquire about the special account information at the 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, sponsors or independent financial advisers; (VIII) if the commercial bank fails to issue a statement of account or notify the sponsor or independent financial adviser of the large withdrawal of the special account in time for three times, and fails to cooperate with the sponsor or independent financial adviser to inquire and investigate the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
After the agreement is signed, it shall be reported to Shenzhen stock exchange for filing and the main contents of the agreement shall be announced.
Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite agreement shall be signed by the company, the holding subsidiary implementing the investment project with raised funds, a commercial bank, a sponsor or an independent financial consultant, and the company and its holding subsidiary shall be regarded as a common party.
If the above-mentioned agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the agreement, report it to Shenzhen stock exchange for filing and make an announcement.
Article 9 the establishment of special accounts shall be decided by the board of directors of the company, implemented by the Finance Department of the company, and filed with the securities affairs department.
Chapter III use of raised funds
Article 10 the raised funds must be used in strict accordance with the investment projects, investment amount and investment time promised in the prospectus or other public offering documents. The funds shall be used for special purposes and shall not be used for other purposes.
In principle, the funds raised by a listed company shall be used for its main business. The investment projects raised by the company shall not be used for high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, and shall not be invested directly or indirectly 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.
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 11 the temporarily idle raised funds can be managed in cash, and the invested products must meet the following conditions:
(I) the term of investment products shall not exceed 12 months;
(II) high safety and 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 12 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, the sponsor or the independent financial adviser shall express their explicit consent. The company 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, board of supervisors, sponsors 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 13 when the company uses the raised funds for project investment, the capital investment must go through the approval procedures for the use of funds in strict accordance with the requirements of the articles of association and other normative documents of the company, as well as these measures. After being approved by the general manager and the person in charge of the finance department, each fund raised shall be submitted to the general manager and the person in charge of the finance department for approval, and each fund shall be used one by one after being signed by the person in charge of the finance department; Those beyond the scope authorized by the board of directors shall be reported to the board of directors for approval.
Article 14 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 sponsor 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;
(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 deliberation procedures and information disclosure obligations shall also be performed in accordance with Chapter VI of the stock listing rules of Shenzhen Stock Exchange.
Article 15 if the surplus funds (including interest income) are less than 10% of the net funds raised for the project after the completion of a single or all raised funds investment project, the company shall perform the corresponding procedures in accordance with paragraph 1 of Article 14 of these measures when using the surplus funds.
If the surplus funds (including interest income) reach or exceed 10% of the net funds raised by the project, the company’s use of the surplus funds shall also be deliberated and approved by the general meeting of shareholders.
If the surplus fund (including interest income) is less than 5 million yuan or less than 1% of the net fund raised by the project, the above procedures may be exempted, and its use shall be disclosed in the annual report.
Article 16 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 investment projects of the raised funds to obtain illegitimate interests.
Article 17 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 previously disclosed raised funds investment plan in the current year exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the previous raised funds annual investment plan, the current actual investment progress, the adjusted estimated sub annual investment plan and the reasons for the change of the investment plan in the regular report.
Article 18 in case of any of the following circumstances in a project invested with raised funds, the company shall reassess or estimate 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 projects with raised funds;
(II) the project invested with raised funds has been shelved for more than one year;
(III) it exceeds 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 situations in the investment projects 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 19 If the company decides to terminate the original investment project with raised funds, it shall select a new investment project as soon as possible, scientifically and prudently.
Article 20 the company may, within 6 months after the receipt of the raised funds, replace the self raised funds that have been invested in the investment projects with the raised funds in advance, but it can only be implemented after the deliberation and approval of the board of directors of the company, the assurance report issued by the accounting firm, the express consent of the independent director, the board of supervisors, the sponsor or the independent financial consultant and the performance of the obligation of information disclosure. If it has been disclosed in the issuance application documents 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 announced to the public before the replacement is implemented.
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) 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, board of supervisors, sponsors 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 may temporarily supplement the working capital with idle raised funds, which shall be limited to 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 a disguised form;
(II) it shall not affect the normal progress of the investment plan of the raised funds;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) the previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(V) no
