Management system of raised funds
January 2002
catalogue
Chapter I General Provisions Chapter II deposit of raised funds in special account Chapter III use of raised funds Chapter IV change of purpose of raised funds Chapter V Management and supervision of raised funds 9 Chapter VI Supplementary Provisions ten
Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management and use of Ligao Foods Co.Ltd(300973) (hereinafter referred to as “the company”), improve the use efficiency of the company’s raised funds and effectively protect the interests of the majority of investors, 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 securities issuance by listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “Listing Rules”) This system is formulated by laws, administrative regulations, rules, normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “guidelines for the standardized operation”) and the Ligao Foods Co.Ltd(300973) articles of Association (hereinafter referred to as the “articles of Association”) in combination with the actual situation of the company.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised by the company for specific purposes by issuing securities to unspecified objects or to specific objects (including stocks, convertible corporate bonds, etc.), but does not include the funds raised by the listed company through the implementation of the equity incentive plan.
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 the prospectus, and shall not change the investment direction of the raised funds at will.
Article 4 the company shall truthfully, accurately and completely disclose the actual use of the raised funds, and employ an accounting firm to verify the storage and use of the raised funds at the same time of the annual audit. The board of directors of the company shall fully demonstrate the feasibility of the investment project with raised funds, be sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 5 after the raised funds are in place, the company shall timely go through the capital verification procedures, and an accounting firm with securities practice qualification shall issue a capital verification report.
Article 6 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 7 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 system.
Chapter II deposit of raised funds in special account
Article 8 the company shall carefully select a commercial bank and open a special account for raised funds (hereinafter referred to as “special account”), and the raised funds shall be deposited in a special account approved by the board of directors for centralized management and use, and the special account shall not deposit non raised funds or be used for other purposes.
If the company has more than two times of financing, it shall set up special accounts for raised funds respectively.
Article 9 the company shall, within one month after the raised funds are in place, sign a three-party supervision agreement (hereinafter referred to as the “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 agreement shall at least include the following contents:
(I) the company shall centrally 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 commercial banks 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 consultant, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution 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, 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 agreement after the signing of the above 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 supervision agreement, and the company and its holding subsidiary shall be regarded as a common party.
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 one month from the date of termination of the agreement and make a timely announcement.
Article 10 where multiple special accounts for raised funds are set up, the company shall explain the reasons and put forward measures to ensure the efficient use of raised funds and effectively ensure the safety of raised funds.
Chapter III use of raised funds
Article 11 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 make a timely announcement. Article 12 in principle, the funds raised by the company shall be used for its main business. Except for financial enterprises, the raised funds shall not be used to carry out entrusted financial management (except cash management), entrusted loans and other financial investments, as well as high-risk investments such as securities investment and derivatives investment, and shall not be directly or indirectly invested in companies whose main business is the purchase and sale 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’s fund-raising expenditure must go through the approval procedures in strict accordance with the relevant systems of the company’s fund management and the provisions of this system. For each expenditure involving the raised funds, the relevant departments shall submit an application for the use of the raised funds, which shall be submitted to the Finance Department of the company after being signed by the project leader. After being reviewed by the finance department, it shall be paid after being signed by the chief financial officer and the general manager level by level. Investments beyond the scope authorized by the general manager shall be approved by the chairman, the board of directors or the general meeting of shareholders.
The application for the use of raised funds mentioned in this system refers to the report submitted by the user department or unit on the use of raised funds, including the application purpose, amount, time of withdrawal or allocation of funds, etc.
Article 14 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 improper interests.
Article 15 the board of directors of the company shall comprehensively check the progress of the investment projects with raised funds every half a year, issue semi annual and annual special reports on the storage and use of raised funds, and disclose them together with the regular reports until the raised funds are used up and there is no use of raised funds during the reporting period.
If there is any difference between the actual investment progress of the project invested with raised funds and the investment plan, the company shall explain the specific reasons. If the difference between the actual use of the raised funds for the investment project of the raised funds and the estimated use amount of the latest disclosed investment plan of the raised funds in the current year exceeds 30%, the company shall adjust the investment plan of the raised funds, and disclose the latest annual investment plan of the raised funds, 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 16 the company shall continue to pay attention to the implementation progress and benefits of the investment projects with raised funds. Under any of the following circumstances, 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 investment plan of the latest raised funds and the investment amount of the raised funds 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 raised capital investment plan, the adjusted raised capital investment plan shall be disclosed at the same time.
Article 17 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 consultant shall express their explicit consent:
(I) replace the self raised funds that have been invested in the project 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) adjust the planned progress of the investment project with raised funds;
(VII) use the surplus raised funds.
If the company changes the purpose of the raised funds and uses the surplus raised funds to meet the deliberation standards of the general meeting of shareholders, it shall also be deliberated and approved by the general meeting of shareholders.
Article 18 where the company replaces the self raised funds invested in the investment projects with the raised funds in advance, it can be carried out within six months after the arrival of the raised funds. The replacement matters shall be considered and approved by the board of directors of the company, the accounting firm shall issue an assurance report, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent and fulfill the obligation of information disclosure before implementation.
If the company has disclosed in the issuance application document that it intends 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 19 Where the idle raised funds of the company are temporarily used to supplement working capital, they shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent and disclosure, and shall meet the following conditions:
(I) it shall not 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) used for the temporary return of the previously raised working capital;
(III) the time for single replenishment of working capital shall not exceed 12 months;
(IV) the idle raised funds shall not be directly or indirectly used for high-risk investments such as securities investment and derivatives trading.
When idle raised funds are used to supplement working capital, they are 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.
Article 20 Where a company uses idle raised funds to supplement working capital temporarily, it shall timely announce the following contents after the deliberation and approval of the board of directors:
(I) basic information of the raised funds, including the arrival time of the raised funds, the amount of the raised funds, the net amount of the raised funds and the investment plan;
(II) use of raised funds, idle conditions and reasons;
(III) reasons for insufficient working capital, amount and period 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 investment direction 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 SZSE.
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. If the company is expected to be unable to return this part of the funds to the special account for raised funds on schedule, it shall perform the review procedures in accordance with the requirements of the preceding paragraph before the due date and make a timely announcement. The contents of the announcement shall include the whereabouts of the funds, the reasons why they cannot be returned, the reasons why they continue to be used to supplement working capital and the time limit, etc. Article 21 for the part of the company’s raised funds exceeding the amount of the planned raised funds (hereinafter referred to as the over raised funds), the company shall properly arrange the use plan of the over raised funds according to the company’s development plan and actual production and operation needs, and timely disclose it after being submitted to the board of directors for deliberation and approval.
The use plan announcement shall include the following contents:
(I) basic information of the raised funds, including the arrival time of the raised funds, the amount of the raised funds, the amount of the actual net raised funds exceeding the planned raised funds, the name and amount of the invested projects, the cumulative planned amount and the actual amount used;
(II) introduction to the projects planned to be invested, including the basic information of each project, whether related party transactions are involved, feasibility analysis, economic benefit analysis, investment schedule, description that the project has been obtained or is yet to be approved by relevant departments and risk tips (if applicable);
(III) independent opinions of independent directors and sponsors on the rationality, compliance and necessity of the use plan of over raised funds.
If the planned single use of over raised funds reaches 50 million yuan and more than 10% of the total amount of over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
Article 22 Where the company plans to use the over raised funds to repay bank loans or supplement working capital, it shall be deliberated and approved by the board of directors and the general meeting of shareholders. The independent directors, the recommendation institution or the independent financial adviser shall give explicit consent and disclosure, and shall meet the following requirements:
(I) the amount used for permanent replenishment of working capital and repayment of bank loans shall not exceed 30% of the total amount of over raised funds in every twelve months;
(II) the company shall not make securities investment, derivatives trading and other high-risk investments or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital. The company shall make a clear commitment in the announcement.
Article 23 Where the over raised funds are used to supplement the working capital temporarily, it shall be deemed as using the idle raised funds to supplement the working capital temporarily.
Article 24 the company can conduct cash management on the temporarily idle raised funds (including over raised funds), and its investment products must meet the following conditions:
(I) high safety and meeting the capital preservation requirements;
(II) good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
(III) term of investment products
