Comparison table for revision of raised funds management system of the company
(revised in January 2022)
Before revision and after revision
Article 1 is to regulate Tibet Summit Resources Co.Ltd(600338) industrial shares. Article 1 is to regulate Tibet Summit Resources Co.Ltd(600338) the management and use of the raised funds (hereinafter referred to as “the company”) according to the management and application rules of the regulatory company (hereinafter referred to as “the company”), protect the interests of investors, use and protect the interests of investors, In accordance with the company law of the people’s Republic of China, the company law of the people’s Republic of China, the securities law of the people’s Republic of China and
Securities Law of the people’s Republic of China, listing rules of Shanghai Stock Exchange (hereinafter referred to as “Stock Exchange”)
1. Listing rules of the exchange (hereinafter referred to as “Listing Rules of stock certificates”) and guidelines for the supervision of listed companies No. 2
Listing Rules), listing on Shanghai Stock Exchange – supervision on the management and use of raised funds by listed companies
Measures for the management of raised funds of the company (revised in 2013) and requirements for raised funds of listed companies on Shanghai Stock Exchange
Revised) and other relevant laws, regulations and other normative documents management measures (revised in 2013) and other relevant laws and regulations
In combination with the actual situation of the company, the provisions and requirements of normative documents such as rules and regulations, and the company’s
This system is formulated according to the actual situation. This system is formulated according to the actual situation.
Article 2 the term “raised funds” as mentioned in this system refers to the term “raised funds” as mentioned in this system, It refers to the public offering of securities (including the public offering of securities by initial public companies) in accordance with the CSRC (including IPO management rules, issuance of shares, allotment of shares, additional issuance, issuance of convertible shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, supplementary corporate bonds, issuance of convertible corporate bonds with separate transactions, issuance of convertible corporate bonds with separate transactions, etc.) And the funds raised from investors through non-public issuance of securities, but
The funds raised by investors, but excluding the funds raised by the company through the implementation of the equity incentive plan
Funds raised by equity incentive plan. Kim.
The “investment projects with raised funds” referred to in this system (hereinafter referred to as “projects with raised funds”)
Hereinafter referred to as “raised investment project”) refers to the project approved by the general meeting of shareholders
Past investment projects, including those that should be performed
2 investment items adjusted and changed after the order. Occurrence of raised investment projects
The statistical caliber of adjustment, change, idle and savings shall be based on
The amount of the raised investment project after adjustment and change is calculated, but
If the resolution of the general meeting of shareholders to change the raised investment project is otherwise
Arranged, from its arrangement. The term “idle” in this system
“Raised funds” refers to the change of the company’s raised investment projects
Before termination or completion, according to the progress of the raised investment project, when
It is temporarily idle but should be used for the raising of the project in the future
Funds. The term “surplus raised funds” as mentioned in this system is
It refers to the amount calculated after the change, termination or completion of the company’s raised investment project
The remaining part of the raised funds allocated to the project.
The “over raised funds” mentioned in this system refers to the actual capital of the company
The net amount of raised funds exceeds the planned amount of raised funds
Sub fund.
Article 3 after the raised funds are in place, the company shall and Article 3 after the raised funds are in place, the company shall timely go through the capital verification procedures according to the time of supervision, the capital verification procedures shall be handled by the accounting firm with securities practice qualification, the accounting firm with securities practice qualification shall issue the capital verification report, and the capital verification report shall be issued by the accounting firm, And shall be completed immediately in accordance with the prospectus. 3. The company shall immediately make commitments in accordance with the prospectus, share allotment prospectus or other public offering documents
Or the use plan of the raised funds promised in the prospectus and other documents, and organize the use of the raised funds
The fund use plan shall organize the use of the raised funds, unless the general meeting of shareholders decides otherwise on the purpose of the raised funds.
Unless otherwise decided by the general meeting of shareholders
Purpose.
Article 8 the board of directors of the company shall set up a special account in the bank. Article 8 the board of directors of the company shall set up a special account in the bank. According to the supervision account (hereinafter referred to as the “special account for raised funds”), (hereinafter referred to as the “special account for raised funds”), the raised funds shall be centrally deposited in accordance with the financial management rules for raised funds, and shall be centrally deposited in the raised funds, The funds shall be deposited with the sponsor and the bank within two weeks after the funds are received
Commercial banks that raise funds (hereinafter referred to as “commercial banks”) shall cooperate with sponsor institutions and commercial banks that deposit the raised funds within three months
The three banks (hereinafter referred to as “commercial banks”) sign a special account for the raised funds to deposit the raised funds
Third party regulatory agreement.
Store the tripartite supervision agreement in the special account for the investment project with raised funds. Projects invested by the company with raised funds
(hereinafter referred to as the “raised investment project”) is implemented by the company’s subsidiaries
If the subsidiary is responsible for the implementation, the fund-raising account can be set under the name of the subsidiary according to the resolution of the board of directors,
The special account can be set up in the sub branch according to the resolution of the board of directors
Under the name of the company, and signed by the subsidiary and the company and the sponsor, and by the subsidiary and the company and the sponsor and commercial bank
Institutions and commercial banks sign four party supervision agreements. Sign a quadripartite supervision agreement. The company, the subsidiary and the sponsor
The company, the subsidiary, the sponsor, the commercial bank and the commercial bank shall manage the special account for raised funds in accordance with
The bank’s management of the special account for raised funds shall be in accordance with relevant laws and regulations and the Quartet supervision agreement
According to the laws and regulations and the quadripartite supervision agreement, the three-party or quadripartite supervision agreement shall include at least four lines.
Three party or four party storage in the special account for raised funds:
The regulatory agreement shall at least include the following contents: (I) the company (including the subsidiary responsible for implementing the raised investment project)
(I) the company (including the Department responsible for the implementation of projects invested with raised funds) shall centrally deposit the raised funds in the special account for the raised funds
(a subsidiary of the company) shall deposit the raised funds in a centralized account;
In the special account for raised funds; (II) the commercial bank shall be responsible to the company (including
(II) a commercial bank shall provide a special account for raised funds to the company (including the subsidiary implementing the raised investment project) every month
(including the subsidiaries responsible for the implementation of the raised investment project) provide bank statements and copy them to the recommendation institution;
The bank statement of the special account for raised funds shall be copied to China Insurance (III) Corporation (including the subsidiary responsible for the implementation of the raised investment project)
Recommendation agency; (company) accumulated from the special account for raised funds once or within 12 months
(III) the amount withdrawn by the company (including those responsible for the implementation of raised investment projects) exceeds RMB 50 million and reaches
(subsidiaries of) accumulated net amount after deducting issuance expenses from the total amount of funds raised by issuance in one time or within 12 months
If the amount withdrawn from the special account for raised funds exceeds 20% of 5000 (hereinafter referred to as “net raised funds”), it shall
Notify the recommendation institution in time;
(IV) the recommendation institution may inquire about the raising of funds at the commercial bank at any time
Net amount after issuance expenses (hereinafter referred to as “special account for raising funds”;
(V) the company (including the subsidiary responsible for the implementation of the raised investment project) shall be notified in a timely manner of 20% of the net capital
Recommendation institution; Liability for breach of contract of commercial banks and recommendation institutions. of
(IV) the recommendation institution may make an agreement with the commercial bank at any time.
Query the information of the special account for raised funds;
(V) the company is responsible for the implementation of raised investment projects
Subsidiaries of), commercial banks and sponsors
Contractual liability.
Article 12 the raised funds must be in strict accordance with the prospectus. The raised funds must be in strict accordance with the commitments made in the prospectus, share allotment prospectus or prospectus or other public offering documents, Phi management rules and other documents For the use of the raised funds disclosed or otherwise disclosed by the general meeting of shareholders or otherwise decided by the general meeting of shareholders, the planned use of the raised funds after 5 decisions are made shall be implemented, and the special funds shall be used for special purposes. Serious impact
Earmarked. In case of any situation that seriously affects the normal use plan of the raised funds, the company shall
In case of normal use of the plan, the company shall timely report to the Shanghai Stock Exchange and make an announcement.
Timely report to Shanghai Securities Exchange and make an announcement.
Article 15 projects invested by raising funds shall be implemented according to the use plan of raised funds, according to the plan progress promised in the supervision plan, and at the same time, according to the plan progress promised by the public. At the same time, the company shall use the raised funds in a cautious and responsible manner in accordance with the strict management rules, and the company shall use the raised funds in a cautious and responsible manner. Raise funds to complete the fund. The units and departments using the raised funds shall be based on the determined conditions for the use of the raised funds
According to the determined use plan of the raised funds to grasp the investment opportunity, investment amount and investment progress
Based on the principle of investment opportunity, investment amount, investment progress and project benefits, refine the specific investment arrangement and work schedule
Based on the principle of project benefit, refine the specific investment arrangement and progress to ensure that all work can be completed according to the planned progress.
Work progress to ensure that all work can raise funds as planned, and the investment arrangement prepared by the user unit and department
Degree complete. The units and departments using the raised funds shall report the compilation and work progress to the public in accordance with the company’s internal decision-making procedures
The investment arrangement and work progress of the system shall be submitted to the chairman and general manager of the company for approval in accordance with the internal decision-making procedures of the company. The prepared investment arrangement and work progress are different from those determined in advance
The manager and the person in charge of Finance shall jointly review and confirm. If the plan for the use of the raised funds prepared is inconsistent, it shall be instructed to raise funds
The investment arrangement and work progress shall be re prepared with the pre-determined fund using units and departments.
If the use plan of the raised funds is inconsistent, it shall be responsible for changing it within the determined use plan of the raised funds
If the user unit and Department of the raised funds re compiles the determined specific investment arrangement and work progress, it shall
System. Re approve according to the above decision-making procedures. Proposed change of prospectus
It shall be set forth in the statement in the determined use plan of raised funds or other public offering documents
When changing the specific investment arrangements already determined and the use plan of raised funds determined by Gongming, it shall be in accordance with this
If the progress is made, it shall be handled in accordance with the provisions of Articles 16 and 17 of the above decision-making procedure and must be
New approval. The proposal to change the prospectus and share allotment shall be subject to the resolution of the general meeting of shareholders.
Specified in the prospectus or prospectus and other documents
When determining the use plan of raised funds, it shall be in accordance with
Provisions of Articles 16 and 17 of the system
handle.
Article 20 the company shall not use the raised funds. Article 20 the company shall not use the raised funds in the following ways: the management rules: (1) the raised investment project is the holding of trading financial assets; (1) the raised investment project is the holding of trading financial assets and financial assets that can be completed and sold Financial assets lent to others for sale, lent to others, entrusted financial management, etc
