Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table for the revision of the administrative measures for the use of raised funds
In order to further improve the level of corporate governance, According to the latest company law of the people’s Republic of China, securities law of the people’s Republic of China, guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shenzhen Stock Exchange, 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 Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, The company plans to revise some provisions of the administrative measures for the use of raised funds, as shown in the table below.
Before and after revision
Article 1 in order to standardize the management and application of the funds raised by Vanfund Urban Investment&Development Co.Ltd(000638) Article 1 in order to standardize the management and application of the funds raised by Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as the “company”), and to protect the interests of investors to the greatest extent, protect the interests of investors in accordance with the company law, the securities law, and the company law of the people’s Republic of China Guidelines for the supervision of listed companies No. 2 – Securities Law of the people’s Republic of China for listed companies, guidelines for the supervision of listed companies No. 2 regulatory requirements for the management and use of raised funds, Shenzhen Securities Exchange No. 2 – regulatory requirements for the management and use of raised funds of listed companies, Shenzhen Stock Exchange Stock Listing Rules (hereinafter referred to as the Listing Rules) The stock listing rules of Shenzhen Stock Exchange, the listing of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange (with the guidelines for company self-discipline supervision No. 1 – the standardized operation of companies listed on the main board, hereinafter referred to as the operational guidelines), as well as the provisions of other relevant laws, regulations and other relevant laws, regulations and normative documents, in combination with the provisions of public normative documents, In combination with the actual situation of the company, the measures for the administration of the use of raised funds of Vanfund Urban Investment&Development Co.Ltd(000638) Fang Urban Investment Development Co., Ltd. (hereinafter referred to as “the measures”) is hereby formulated according to the actual situation of the company. Law of the people’s Republic of China (hereinafter referred to as the “measures”). 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 public or non-public issuance of shares (including initial public offering of shares, post listing Article 2 the term “raised funds” as mentioned in these Measures refers to the company through issuance of shares, allotment of shares, additional issuance, etc.), issuance of convertible corporate bonds or other derivatives. Funds raised from investors and used for specific purposes in ways permitted by relevant laws and regulations.
Article 4 the use of raised funds shall be based on the principle of standardization, openness and transparency. Article 4 the use of raised funds shall be based on the principle of standardization, openness and transparency, in strict accordance with the principles of prospectus or other public offering documents and, and in strict accordance with the prospectus and the investment plan of raised funds promised to the public. It is not used by the capital investment plan of the company’s general meeting of shareholders. 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. According to the company’s resolution, no one has the right to change the purpose of the company’s raised funds. The company shall truthfully, accurately and completely disclose the actual use of the raised funds. Article 5 the investment projects of the raised funds pass through the company’s subsidiaries or the public. In case of any situation that seriously affects the normal progress of the investment plan of raised funds, if it is implemented by other enterprises controlled by the company, such subsidiaries or controlled companies shall make a timely announcement.
Other enterprises shall abide by these measures. 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, supervise and 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.
Before and after revision
Article 6 after the raised funds are in place, the company shall handle the capital verification in time. Article 6 after the raised funds are in place, the company shall handle the capital verification procedures in time, and the renewal shall be issued by the accounting firm with securities practice qualification, and the capital verification report shall be issued by the accounting firm with securities practice qualification. After that, the board of directors of the company shall make a capital contribution report in accordance with the prospectus. After that, the board of directors of the company shall manage and use the raised funds in accordance with the prospectus or the promised use plan of the raised funds, and the use and calculation of the raised funds promised in other public offering documents. Plan, manage and use the raised funds.
Article 8 the company shall, within one month after the funds raised are in place, sign a tripartite supervision agreement with the sponsor or independent financial adviser and the commercial bank that deposits the funds raised (hereinafter referred to as the “agreement”) within one month after the funds raised are in place. The agreement shall at least include the following contents: “commercial banks”) sign a tripartite supervision agreement (hereinafter referred to as “Xie (I)”. The company shall deposit the raised funds in a special account;
Discussion “). The agreement shall at least include the following contents: (II) the account number of the special account for raised funds and the raised funds involved in the special account; (I) the company shall centrally deposit the raised funds in the special account; Project and deposit amount; (II) the account number of the special account for raised funds and the raised funds involved in the special account (III) the company’s total withdrawal items and deposit amount from the special account at one time or within 12 months; If the amount of the proceeds exceeds 50 million yuan and reaches 20% of the net amount after deducting the issuance expenses from the total amount of the proceeds from the special account in one or twelve months (hereinafter referred to as “the amount of the proceeds exceeds 50 million yuan or the net amount of the total amount of the special account”), the company and the commercial bank shall notify the sponsor in time. If the amount of the proceeds exceeds 20%, the company and the commercial bank shall notify the sponsor in time; Recommender or independent financial adviser; (IV) the commercial bank shall issue the bank statement to the company every month, and (IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution; To the sponsor or independent financial advisor;
(V) the recommendation institution can inquire about the special account capital at the commercial bank at any time. (V) the sponsor or independent financial consultant can go to the commercial bank at any time; The bank inquires about the information of the special account;
(VI) when conducting on-site investigation on the company every quarter, the recommendation institution shall check the storage of the raised funds in the special account with the supervision responsibilities of the sponsor or independent financial consultant and in business; The notification and cooperation responsibilities of the bank, the supervision responsibilities of the sponsor or independent financial consultant (VII) the sponsor, the notification of the commercial bank and the supervision mode of the commercial bank on the use of the raised funds of the company; (VII) supervision methods used by the company, commercial banks, sponsors or independent financial advisers; Rights, obligations and liabilities for breach of contract;
(VIII) rights and obligations of the company, commercial banks and recommendation institutions (VIII) commercial banks fail to report to the sponsor or independent financial institutions in time for three times and are liable for breach of contract; If the consultant issues a statement of account or notifies the special account of large amount withdrawals, and the deposit (IX) commercial bank fails to issue a reconciliation to the recommendation institution in time for three times, fails to cooperate with the sponsor or independent financial consultant to inquire and investigate the special account or notify the special account of large amount withdrawals, and fails to cooperate with the insurance materials, the company may terminate the agreement and cancel the fund-raising recommendation institution’s inquiry and investigation of the special account materials, and the company may terminate the special account.
Terminate the agreement and cancel the special account for raised funds. After the signing of the agreement, it shall be reported to Shenzhen stock exchange for filing and announcement. After the signing of the agreement, it shall be reported to Shenzhen stock exchange for filing and announcement of the main contents of the discussion.
Main contents of the agreement. If the company implements the investment project with raised funds through the holding subsidiary, if the above agreement shall be terminated in advance before the expiration of the validity period, the company shall sign the agreement of the tripartite agreement jointly signed by the new commercial bank and the sponsor or independent financial consultant with the relevant parties within one month from the date of termination of the agreement, and report to the Shenzhen stock exchange for filing and announcement. It is suggested that the company and its holding subsidiaries should 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.
Before and after revision
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. Article 10 the raised funds of the company must be in strict accordance with the commitments in the prospectus. The investment projects of the raised funds shall not be used for investment projects, investment amount and investment time of securities investment and derivatives trading. Special funds and other high-risk investments or financial assistance for others shall not be directly used for special purposes or diverted for other purposes. Or indirectly invest in public companies whose main business is to buy and sell securities
In principle, the funds raised by a listed company shall be used for its main business. Company. The company shall not use the raised funds for pledge, entrusted loan or investment projects of the raised funds of its company, and shall not hold trading financial assets or other investments that change the purpose of the raised funds in a disguised manner. And financial assets available for sale, loans to others, entrusted financial management and other companies shall ensure the authenticity and fairness of the use of the raised funds, prevent financial investment, and shall not directly or indirectly invest in companies whose main business is the trading of securities in which the raised funds are occupied by the controlling shareholders, actual controllers and other related persons. The company shall not use or misappropriate the raised funds, and take effective measures to prevent related parties from using the raised funds for pledge, entrusted loan or other disguised changes in the investment projects of the raised funds to obtain illegitimate interests.
Investment in transit. Article 11 the temporarily idle raised funds can be subject to cash management, and the temporarily idle raised funds can be subject to cash management. The invested products must meet the following conditions:
The products must meet the following conditions: (I) the term of investment products shall not exceed 12 months;
(I) high security, meeting the capital preservation requirements, and the product issuer (II) has high security and good liquidity, which shall not affect the ability of the raised funds to provide capital preservation commitments; The financing plan is carried out normally.
(II) it has good liquidity and shall not affect the investment plan of raised funds. The positive investment products shall not be pledged, and the special settlement account for products (if applicable) is often used. The company shall not deposit non raised funds or use them for other purposes, open or cancel investment products, and shall not pledge. If the special settlement account for products (if applicable) is a special settlement account for products, the company shall timely report to Shenzhen Securities Exchange. The company shall not deposit non raised funds or use them for other purposes, open or register with the exchange for filing and announcement. If the company sells the special settlement account for products, it shall timely report to Shenzhen Stock Exchange. Article 12 If the company uses idle raised funds to invest in products, it shall be filed with the stock exchange and announced. Upon deliberation and approval by the board of directors of the company, if independent directors, the board of supervisors, sponsors or use idle raised funds to invest in products, they shall obtain the explicit consent of the company’s directors and independent financial advisers. The company shall be examined and approved by the board of directors and independent
