Nacity Property Service Group Co.Ltd(603506)
Management system of raised funds
April, 2002
Chapter I General Provisions
Article 1 in order to regulate the management and use of the funds raised by Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as “the company”) and protect the rights and interests of investors, According to 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, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies And other relevant laws, regulations, normative documents and Nacity Property Service Group Co.Ltd(603506) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised from investors and used for specific purposes by the company through public issuance of shares and their derivatives.
Article 3 the board of directors of the company shall establish and improve the internal control system for the storage, use, change, supervision and accountability of raised funds, and clearly stipulate the storage, use, change, supervision and accountability of raised funds, as well as the application for the use of raised funds, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures.
The company shall report the internal control system and of the storage, use and management of the raised funds to the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) for the record and disclose it on the website of the Shanghai Stock Exchange.
Article 4 the sponsor shall perform the responsibility of recommendation and conduct continuous supervision on the management of the company’s raised funds in accordance with the measures for the administration of securities issuance and listing recommendation business and this system.
Chapter II deposit of raised funds
Article 5 the company shall carefully select commercial banks and open special accounts for raised funds. The company’s raised funds shall be deposited in a safe, special account and easy for supervision and management. 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 use. The special account for raised funds shall not deposit non raised funds or be used for 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 6 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the sponsor or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as “commercial bank”), which shall at least include the following contents:
(I) the company shall centrally deposit the raised funds in the special account for raised funds;
(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) the commercial bank shall provide the company with the bank statement of the special account for raised funds every month and send a copy to the sponsor or independent financial adviser;
(IV) 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;
(V) the sponsor or independent financial consultant can inquire the information of the special account for raised funds 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) liability for breach of contract of the company, commercial bank, sponsor or independent financial consultant;
(VIII) if the 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.
If the above agreement is terminated in advance before the expiration of the term of validity, the company shall sign a new agreement with relevant parties within two weeks from the date of termination of the agreement and make a timely announcement.
Article 7 if the sponsor finds that the company and commercial bank fail to perform the tripartite supervision agreement on the special account storage of raised funds as agreed, or finds that there are major violations or major risks in the management of raised funds during the on-site inspection of the company, it shall timely report to the Shanghai Stock Exchange in writing after knowing the relevant facts.
Chapter III use of raised funds
Section 1 General Provisions on the use of raised funds
Article 8 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.
Article 9 the financial management center of the company shall set up an account for the use of the raised funds and record in detail the expenditure of the raised funds and the investment of the raised funds.
The internal audit department of the company shall inspect the storage and use of the raised funds at least once every six months, and report the inspection results to the audit committee in time.
If the audit committee of the company considers that there are violations or major risks in the management of the raised funds of the company, or the internal audit department fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time. The board of directors shall timely report to the bourse and make an announcement after receiving the report.
Article 10 the company shall comply with the following requirements when using the raised funds:
(I) 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;
(II) the company shall truthfully, accurately and completely disclose the actual use of the raised funds;
(III) in case of any situation that seriously affects the normal operation of the investment plan of the raised funds, it shall be announced in time; (IV) if the investment project of raised funds 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 article.
(V) in case of the following circumstances in the project invested with raised funds (hereinafter referred to as the “project invested with raised funds”), the company shall re demonstrate the feasibility and expected income of the project invested with raised funds, and decide whether to continue to implement the project: 1. Major changes have taken place in the market environment involved in the project invested with raised funds;
2. The raised investment project has been shelved for more than one year;
3. Exceeding the completion period of the latest investment plan of raised funds and the investment amount of raised funds does not reach 50% of the relevant plan amount;
4. 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 11 the company shall not commit any of the following acts when using the raised funds:
(I) unless otherwise provided by national laws, regulations and normative documents, the fund-raising projects of the company are the indirect investment of the holders in the company whose main business is the trading of securities;
(II) investment that changes the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) 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.
Article 12 If the company invests the raised funds into the investment projects in advance with the self raised funds, it can replace the self raised funds with the raised funds within six months after the arrival of the raised funds.
The replacement matters shall be deliberated and approved by the board of directors of the company, and the accounting firm shall issue the assurance report and, and the independent directors, the board of supervisors, the sponsor or the independent financial consultant shall express their explicit consent and disclose them.
In addition to the preceding paragraph, if the company replaces the self raised funds invested in the raised investment project in advance with the raised funds, it shall perform the corresponding procedures and disclosure obligations with reference to the changed raised investment project.
Article 13 in case of any change of the company’s raised investment project, it shall be implemented in accordance with the relevant provisions of Chapter IV of this system. Article 14 the temporarily idle raised funds can be managed in cash, and the term of their investment products shall not be longer than the use term authorized by internal resolutions, and shall not exceed 12 months. The products it invests in 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 the Shanghai stock exchange for filing and make an announcement.
Article 15 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 and the recommendation institution 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) use of 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, investment scope and safety of investment products;
(V) opinions issued by independent directors, board of supervisors and recommendation institutions.
Article 16 If a company uses idle raised funds to supplement working capital temporarily, it 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) 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; (IV) the time for a single replenishment of working capital shall not exceed 12 months;
(V) the funds previously raised for temporary replenishment of working capital that have expired have been returned (if applicable); (VI) the sponsor, the independent directors and the board of supervisors give explicit consent.
The above matters shall be examined and approved by the board of directors of the company.
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 17 after the completion of a single raised investment project, if the company uses the surplus raised funds (including interest income) of the project for other raised investment projects, it shall be reviewed and approved by the board of directors and can be used only after the independent directors, sponsors and the board of supervisors express their explicit consent. The company shall make a timely announcement after the deliberation 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 funds (including interest income) of a single raised investment project of the company are used for non raised investment projects (including supplementary working capital), the corresponding procedures and disclosure obligations shall be performed with reference to the change of raised investment projects.
Article 18 after all the projects invested by raising funds are completed, the company’s use of the surplus raised funds (including interest income) shall be reviewed and approved by the board of directors, and shall be expressly agreed by the independent directors, sponsors and the board of supervisors. The company shall make a timely announcement after deliberation by the board of directors. If the surplus raised funds (including interest income) account for more than 10% of the net raised funds, it shall also be deliberated and approved by the general meeting of shareholders.
If the surplus raised funds (including interest income) are less than 5 million or less than 5% of the net raised funds, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the latest periodic report.
Section 2 use of over raised funds
Article 19 The term “over raised funds” as mentioned in this section refers to the part where the net amount of funds actually raised by the company exceeds the amount of funds planned to be raised.
Article 20 when using over raised funds, the company shall, according to the actual production and operation needs of the enterprise, give priority to replenishing the fund gap of raised investment projects, using them for projects under construction and new projects (including the acquisition of assets), or repaying bank loans. The surplus part can be used to permanently replenish working capital.
Article 21 Where the over raised funds are used for projects under construction and new projects, they 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. Article 22 If the company uses the over raised funds to supplement the fund gap of the raised investment project, it shall disclose the implementation progress of the raised investment project, the reasons for the fund gap, the fund supplement plan and the special verification opinions of the sponsor. Article 23 If the company uses the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, apply the relevant provisions of articles 27 and 32 of this system, scientifically and prudently analyze the feasibility of investment projects, and timely fulfill the obligation of information disclosure.
Article 24 If the company uses the over raised funds to repay bank loans or permanently supplement working capital, the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, and it shall promise not to make high-risk investment or provide financial assistance to objects other than holding subsidiaries within 12 months after supplementing working capital.
The above matters shall be deliberated and approved by the board of directors and the general meeting of shareholders of the listed company, and the online voting method shall be provided for the shareholders, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent. A listed company shall timely report to the bourse after the meeting of the board of directors and announce the following contents:
(I) basic information of the funds raised this time, including the time of raising, amount of funds raised, net amount of funds raised, over raised amount and investment plan;
(II) use of raised funds;
(III) the necessity and detailed plan for permanently replenishing working capital or repaying bank loans with over raised funds;
(IV) commitment not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital;
(V) the impact of permanently replenishing working capital or repaying bank loans with over raised funds on the company; (VI) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
Article 25 the board of directors of the company shall disclose the use and effect of the over raised funds in the special report on the deposit and actual use of the company’s raised funds, and the sponsor shall express verification opinions on this in the special verification report on the deposit and use of the annual raised funds of listed companies.
Article 26 in addition to the provisions of this section, the use and management of over raised funds shall be compared
