Fujian Cosunter Pharmaceutical Co.Ltd(300436) measures for the administration of raised funds
Chapter I General Provisions
Article 1 These measures are formulated to improve the governance of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”), standardize the use and management of raised funds, improve the use efficiency and efficiency of raised funds, and safeguard the legitimate rights and interests of the company, shareholders, creditors and all employees.
Article 2 These measures are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, administrative regulations, normative documents and the Fujian Cosunter Pharmaceutical Co.Ltd(300436) articles of Association (hereinafter referred to as the “articles of association”).
Article 3 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, but does not include the funds raised by the company through the implementation of the equity incentive plan.
Article 4 these measures are the company’s basic code of conduct for the use and management of raised funds. 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 these measures.
Chapter II principles for the use and management of raised funds
Article 5 the raised funds can only be used for the projects to which the raised funds are invested as announced by the company. The board of directors shall formulate a detailed fund use plan to ensure the standardized, open and transparent use of funds.
Article 6 the board of directors shall disclose the use of the raised funds in a timely manner in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
Article 7 no one has the right to change the investment direction of the raised funds unless a resolution is made by the general meeting of shareholders according to law.
Article 8 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 their affiliates, and take effective measures to prevent the affiliates from using the raised funds to invest in projects to obtain improper interests.
Chapter III placement and storage of raised funds
Article 9 after the raised funds are in place, the company shall go through the capital verification procedures in time, and the accounting firm shall issue the capital verification report, and deposit the total amount of the raised funds in the special account in a timely and complete manner.
Article 10 in order to facilitate the use of raised funds and supervise the use, the company establishes a special storage system for raised funds.
Article 11 the raised funds shall be deposited in a special account (hereinafter referred to as “special account”) determined by the board of directors for centralized management. The special account shall not deposit non raised funds or be used for other purposes. The number of special accounts for raised funds shall not exceed the number of investment projects of raised funds.
Where the company has raised funds for more than two times, it shall set up special financing accounts respectively.
Article 12 the company shall 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”) within one month after the raised funds are in place. 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 investment projects of the 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 a statement of account 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.
The company shall report to Shenzhen stock exchange for filing and announce the main contents of the agreement after all the agreements are signed.
Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite supervision agreement shall be jointly signed by the company, the holding subsidiary implementing the investment project with raised funds, commercial banks, recommendation institutions or independent financial advisers. 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, and make an announcement after reporting to Shenzhen stock exchange for filing.
Article 13 the company shall actively urge commercial banks to fulfill the agreement. If a 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 adviser in time for three consecutive times, and fails to cooperate with the recommendation institution or independent financial adviser to inquire and investigate the information of the special account, the company has the right to terminate the agreement and cancel the special account for raised funds.
Chapter IV use and management of raised funds
Article 14 the company shall use the raised funds prudently to 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 or change the purpose of the raised funds in a disguised form.
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, the company shall make a timely announcement.
The investment projects of raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management (except cash management), entrusted loans, etc., and shall not be invested directly or indirectly in companies whose main business is the purchase and sale of securities. The company shall not use the raised funds for pledge or other investments that change the purpose of the raised funds in a disguised form. Article 15 the company shall use the raised funds responsibly and prudently, and grasp the relationship between investment opportunity, investment amount, investment progress and project benefits based on the principle of minimum investment cost and maximum output benefit.
Article 16 when the company invests in a project, the capital expenditure must be approved in strict accordance with the company’s capital management system. For each expenditure involving the raised funds, the relevant department shall propose the fund use plan. Within the scope of authorization of the board of directors, it shall be reported to the finance department after being signed by the competent manager. After being reviewed by the finance department, it shall be paid after being signed by the project leader, financial leader and general manager level by level; Those beyond the scope authorized by the board of directors shall be reported to the board of directors for approval.
Article 17 investment projects shall be implemented according to the schedule promised by the board of directors. The project Department of the company shall establish a project management system to inspect and supervise the application of funds, project progress and project quality, and establish project archives.
The Finance Department of the company shall establish and improve relevant accounting records and original accounts for activities involving the use of raised funds, and regularly inspect and supervise the use and effect of funds.
Article 18 the company shall comprehensively check the progress of the investment projects invested by the raised funds every half a year, issue a special report on the storage and use of the raised funds semi annually and annually, and disclose it at the same time with the regular report until the raised funds are used up and there is no use of the raised funds during the reporting period.
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 last disclosed raised funds investment plan in the current year exceeds 30%, the company shall adjust the raised funds investment plan, 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 19 in case of any of the following circumstances in a project invested with raised funds, the company shall inspect the feasibility and expected income of the project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted investment plan of raised funds (if any) in the latest periodic report:
(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 situations in the investment projects with raised funds.
Article 20 if the company decides to terminate the original investment project with raised funds, it shall carefully and scientifically select new investment projects, conduct feasibility analysis on the new investment projects, ensure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 21 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 can only be implemented after the deliberation and approval of the board of directors of the company, the authentication report issued by the accounting firm, the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant and the performance of the obligation of information disclosure. The company may replace the self raised funds with the raised funds within 6 months after the receipt of the raised funds.
The issuance application documents have disclosed that it is planned to replace the self raised funds invested in advance with the raised funds, except that the amount invested in advance is determined, but it shall be announced to the public before the replacement is implemented.
Article 22 Where a company changes the place and mode of implementation of the investment project with raised funds, it shall make a timely announcement after being deliberated and approved by the board of directors of the company, explaining 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 23 the company may temporarily use the idle raised funds to supplement the working capital, but 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 and disclosure, 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 previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(III) the time for a single replenishment of working capital shall not exceed 12 months.
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 directly or indirectly arranged for high-risk investments such as securities investment and derivatives trading.
Article 24 If the company uses idle raised funds to supplement working capital, it shall be examined and approved by the board of directors, and report to Shenzhen Stock Exchange within 2 trading days and announce the following contents:
(I) the use of the raised funds, including the arrival time, amount, net amount and investment plan of the raised funds; (II) use of raised funds, idle conditions and reasons;
(III) the reasons for the shortage of working capital, the 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, whether there is any behavior of changing the investment direction of raised funds in a disguised form, and measures to ensure that the normal progress of raised funds projects 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 2 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 and time limit for continuing to supplement working capital, etc.
Article 25 If the raised funds of the company reach or exceed the amount of the planned 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, scientifically and prudently conduct the feasibility analysis of the project, and timely disclose it after it is submitted to the board of directors for deliberation.
Independent directors, sponsors or independent financial advisers shall express independent opinions on the rationality and necessity of the use plan of the over raised funds, and disclose them at the same time with the relevant announcements of the company. If they comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and should be submitted to the general meeting of shareholders for deliberation, they shall also be submitted to the general meeting of shareholders for deliberation.
In principle, the over raised funds shall be used for the company’s main business. The over raised funds shall not be used for holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management (except cash management) and other financial investments, or carrying out 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.
Article 26 Where the company plans to use the over raised funds to repay bank loans or supplement working capital, in addition to meeting the above provisions, it shall also meet the following requirements and disclose the following contents in the announcement:
(I) the amount of over raised funds used for permanent replenishment of working capital and repayment of bank loans shall not exceed 30% of the total amount of over raised funds every 12 months;
(II) the company has not used its own funds for holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management (except cash management) and other financial investments, or engaged in securities investment, derivative investment, venture capital and other high-risk investments within the last 12 months;
(III) the company promises not to make high-risk investment (including financial investment) or provide financial assistance to objects other than holding subsidiaries within 12 months after repaying bank loans or replenishing working capital;
(IV) approved by more than two-thirds of all directors of the board of directors and all independent directors, and approved by the general meeting of shareholders of the company;
(V) the recommendation institution or the independent financial consultant shall check whether the use plan of the over raised funds meets the above conditions and clearly agree. If the over raised funds are used to supplement the working capital temporarily, it shall be regarded as using the idle raised funds to supplement the working capital temporarily.
Article 27 in addition to repaying bank loans and replenishing working capital, the company’s planned use of over raised funds in a single time reaches 50 million yuan and more than 10% of the total amount of over raised funds must be reviewed and approved by the general meeting of shareholders.
Article 28 the disclosure of the plan for the use of over raised funds shall include:
(I) basic information of raised funds and over raised funds, including the arrival time, amount, over raised amount, name and amount of projects invested by over raised funds, cumulative planned use amount and actual use amount of over raised funds;
(II) introduction to the projects planned to be invested with over raised funds, item by item stating the basic information of the projects planned to be invested, whether related party transactions are involved, feasibility analysis, economic benefit analysis, investment schedule, description that the project has been obtained or has yet to be approved by relevant departments and risk presentation (if applicable);
