Tibet Summit Resources Co.Ltd(600338)
Management system of raised funds
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to regulate the management and use of the raised funds of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “the company”) and protect the 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 stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) This system is formulated in accordance with the provisions and requirements of relevant laws, regulations and other normative documents and in combination with the actual situation of the company.
Article 2 the “raised funds” mentioned in this system refers to the funds raised by the company from investors through public offering of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and non-public offering of securities, but does not include the funds raised by the company through the implementation of equity incentive plan.
The “capital raising investment project” referred to in this system refers to the investment projects considered and approved by the general meeting of shareholders, including those that are adjusted or changed after fulfilling the procedures to be fulfilled. If a raised investment project is adjusted or changed, the statistical caliber of idle and surplus shall be calculated according to the amount of the adjusted or changed raised investment project. However, if the resolution of the general meeting of shareholders on adjusting or changing the raised investment project is otherwise arranged, such arrangement shall prevail. The “idle raised funds” mentioned in this system refers to the raised funds that are temporarily idle but should be used for the project in the future according to the progress of the raised investment project before the change, termination or completion of the company’s raised investment project. The “surplus raised funds” mentioned in this system refers to the remaining part of the raised funds planned to be used for the project after the change, termination or completion of the company’s raised investment project.
The “over raised funds” mentioned in this system refers to the part of the net amount of funds actually raised by the company that exceeds the amount of funds planned to be raised.
Article 3 after the raised funds are in place, the company shall timely go through the capital verification procedures, issue the capital verification report by an accounting firm with securities practice qualification, and immediately organize the use of the raised funds in accordance with the use plan of the raised funds promised in the prospectus or other public offering documents, unless the general meeting of shareholders decides otherwise on the purpose of the raised funds.
Article 4 the raised funds shall be limited to the use of the raised funds announced by the company, so as to ensure the standardized, open and transparent use of the funds.
Article 5 the company shall carefully use the raised funds, and handle the relationship between investment timing, investment amount, investment progress and project benefits based on the principle of input-output benefits.
Article 6 where the company suffers losses (including economic losses and reputation losses) due to the use of raised funds in violation of this system, the relevant responsible person shall bear corresponding responsibilities in accordance with relevant laws and regulations and the provisions of this system.
Chapter II deposit of raised funds
Article 7 in order to facilitate the management and use of the raised funds and strengthen the supervision over the use of the raised funds, the company implements a special account storage system for the raised funds.
Article 8 the board of directors of the company shall set up a special account in the bank (hereinafter referred to as the “special account for raised funds”) to deposit the raised funds in a centralized manner, and sign a tripartite supervision agreement on the storage of the special account for raised funds with the sponsor and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”) within one month after the arrival of the raised funds. When the raised investment project is implemented by the subsidiary of the company, the special account for raised funds can be set under the name of the subsidiary according to the resolution of the board of directors, and the subsidiary and the company shall sign a four-way supervision agreement with the sponsor and commercial banks. The management of the special account for raised funds between the company and the subsidiary, the sponsor and the commercial bank shall be implemented in accordance with relevant laws and regulations and the Quartet supervision agreement.
The three-party or four party supervision agreement for the storage of raised funds in the special account shall at least include the following contents:
(I) the company (including the subsidiaries responsible for the implementation of raised investment projects) shall centrally deposit the raised funds in the special account for raised funds;
(II) the commercial bank shall provide the company (including the subsidiary responsible for the implementation of the raised investment project) with the bank statement of the special account for raised funds every month, and send a copy to the recommendation institution;
(III) if the company (including the subsidiary responsible for implementing the raised investment project) withdraws more than RMB 50 million 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”), it shall notify the recommendation institution in time;
(IV) the recommendation institution may inquire the information of the special account for raised funds at the commercial bank at any time;
(V) liabilities for breach of contract of the company (including subsidiaries responsible for implementing raised investment projects), commercial banks and sponsors.
The company shall report to the Shanghai stock exchange for filing and make an announcement within 2 trading days after the signing of the above agreement. If the above agreement is terminated in advance due to the change of the sponsor or commercial bank before the expiration of the validity period, the company shall sign a new agreement with relevant parties within two weeks from the date of termination of the above agreement, and report to Shanghai stock exchange for filing and announcement within two trading days after the signing of the new agreement.
Article 9 the establishment of the special account for raised funds shall be approved by the board of directors of the company. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 10 if the amount of raised funds is large and there are many raised investment projects, and the company considers it necessary to open a special account for raised funds in more than one bank in combination with the credit arrangement of investment projects, the company may open a special account for raised funds in more than one bank with the approval of the board of directors on the principle that the raised funds of the same investment project are stored in the special account of the same bank, However, the number of special accounts for raised funds shall not exceed the number of projects invested with raised funds.
Article 11 the company shall actively urge commercial banks to perform the agreement. If a commercial bank fails to issue a statement of account to the recommendation institution in time for three consecutive times or notify the special account of large withdrawals, or fails to cooperate with the recommendation institution in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
Chapter III use of raised funds
Article 12 the raised funds must be used in strict accordance with the use plan of the raised funds promised and disclosed in the prospectus or other public offering documents or otherwise decided by the general meeting of shareholders, and the special funds shall be used for special purposes. In case of any situation that seriously affects the normal progress of the use plan of the raised funds, the company shall timely report to the Shanghai Stock Exchange and make an announcement.
Article 13 the use of the raised funds of the company shall be subject to hierarchical approval. The approval authority shall be subject to the approval of the chairman of the company in accordance with the relevant provisions of the articles of association and other internal decision-making systems. If the approval authority exceeds the approval authority of the chairman of the company, it shall be reported to the board of directors or the general meeting of shareholders for approval in accordance with the relevant provisions of the articles of association and other internal decision-making systems.
Article 14 the financial management center of the company (including the financial department of the subsidiary responsible for implementing the raised investment project) must establish and improve relevant accounting records and accounts for activities involving the use of raised funds.
The application for the use of the company’s raised funds shall be submitted by the unit or department using the funds according to the determined use plan of the raised funds. The application for the use of the raised funds shall at least include the reasons for the use of the funds, the amount and whether the use of the funds is consistent with the determined use plan of the raised funds, and shall be attached with the payment sheet filled in by the unit or department using the funds, as well as the corresponding contract Progress report or project final account report, invoice and other data. The person in charge (leader in charge) of the fund using unit or department shall sign and report to the company’s financial management center for review, which shall be implemented by the company’s financial management center after being approved and approved by the company’s leader in charge, chief financial officer, general manager and chairman level by level; If a subsidiary of the company is responsible for implementing a raised investment project, it shall be reported to the financial department of the subsidiary after being signed by the person in charge of the fund using unit or department of the subsidiary (leader in charge), and then reported to the financial department of the company for review after being approved by the leader in charge, chief financial officer, general manager and chairman of the subsidiary level by level, and then approved by the leader in charge, chief financial officer, general manager After the chairman’s approval level by level, the financial management center of the company shall notify the financial department of the subsidiary in writing for implementation. The application for the use of raised funds beyond the scope of authority of the chairman of the company shall be submitted to the board of directors or the general meeting of shareholders for approval in accordance with the provisions of the articles of association and other relevant internal decision-making systems. The payment can be made by the financial management center only after the formalities are complete.
If the arrangement for the use of the raised funds in the application for the use of the raised funds is inconsistent with the determined plan for the use of the raised funds, it shall be indicated and explained in the application. The raised funds shall not be used until the relevant approval procedures are performed in accordance with the system and approved by the competent decision-making body within the company.
If an application for the use of the raised funds is not made in accordance with the above provisions, the raised funds shall not be used, and the financial department shall not make payment.
Each expenditure involving the raised funds shall be reported to the office of the board of directors for filing.
Article 15 projects invested with raised funds shall be implemented according to the schedule promised in the use plan of raised funds, and the company shall use the raised funds in a cautious and responsible manner. The units and departments using the raised funds shall, according to the determined use plan of the raised funds, refine the specific investment arrangement and work progress based on the principle of grasping the investment opportunity, investment amount, investment progress and project benefits, so as to ensure that all work can be completed according to the planned progress. The investment arrangement and work progress prepared by the unit and department using the raised funds shall be reported to the chairman, general manager and financial director of the company for joint review and confirmation in accordance with the company’s internal decision-making procedures. If the prepared investment arrangement and work progress are inconsistent with the pre-determined plan for the use of raised funds, the unit and department using the raised funds shall be instructed to re prepare it.
If the determined specific investment arrangement and work progress are changed within the determined use plan of raised funds, it shall be re approved in accordance with the above decision-making procedures. When it is proposed to change the determined use plan of raised funds specified in the prospectus or other public offering documents, it shall be handled in accordance with the provisions of Articles 16 and 17 of the system, and a resolution must be made by the general meeting of shareholders.
The financial department of the company shall regularly summarize and report to the Secretary of the board of directors the progress of the raised investment project and the implementation of the raised fund use plan.
Article 16 if the raised capital investment project cannot be promoted or completed according to the promised expected plan and progress due to changes in the market, legal environment or other unforeseen objective factors, the unit and department using the raised capital shall modify the raised capital use plan and the corresponding specific investment arrangement and work progress according to the specific circumstances as soon as possible, And perform the internal decision-making procedures in accordance with the decision-making authority of the articles of association and other relevant systems and the provisions of this system. When the Company re performs the internal approval procedures, it shall explain the reasons for changing the use plan of raised funds and the impact on the original use plan and expected income of raised funds.
Article 17 in case of any of the following circumstances in a raised investment project, the company shall re demonstrate the feasibility and expected income of the raised investment project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised investment project (if any) in the latest periodic report:
(I) major changes have taken place in the market environment involved in the raised investment project, making it difficult to predict the investment prospect;
(II) the raised investment project has been put on hold for more than 1 year;
(III) exceeding the completion period of the investment plan of the raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other major abnormalities in the raised investment project.
When the Company re demonstrates the raised investment project according to the provisions of this article, it shall report to the board of directors for deliberation and decision. If the company decides to change the raised investment project due to the above abnormalities, it shall comply with the relevant provisions of Chapter IV of the system. Article 18 If the raised investment project or the company changes the raised investment project for the purpose of acquiring the assets or equity of individuals, legal persons or other organizations with actual control over the company and their affiliates, it shall be handled in accordance with the provisions on the treatment of related party transactions. It is prohibited for the controlling shareholders of the company, individuals, legal persons or other organizations with actual control over the company and other related persons to occupy or misappropriate the raised funds, and it is prohibited to obtain illegitimate interests for related persons by using the raised investment projects.
Article 19 when the company selects an investment project or under the circumstances specified in Article 16 of the system, it must be fully discussed and demonstrated before submitting it to the board of directors for collective decision. During the discussion, the board of directors should pay attention to the role of independent directors and respect the opinions of independent directors. The board of directors shall fully listen to the opinions of the recommendation institution on investment projects, raised funds and use plans on the basis of due diligence. The board of directors shall discuss the opinions of the recommendation institution. The company shall scientifically and prudently carry out the feasibility analysis of new raised investment projects, make sure that the investment projects have good market prospects and profitability, take practical and effective measures to prevent investment risks and improve the use efficiency of raised funds.
Article 20 the company shall not commit any of the following acts when using the raised funds:
（1） Raised investment projects are financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, which are directly or indirectly invested in companies whose main business is trading securities; （2） Changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
（3） The raised funds are directly or indirectly provided 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 21 if the company invests self raised funds into projects invested with raised funds in advance, it may replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds. The replacement shall be reviewed 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. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors. The issuance application documents have disclosed that it is planned to replace the self raised funds invested in advance with the raised funds, unless the amount invested in advance is determined.
Article 22 the temporarily idle raised funds can be managed in cash, and the invested products 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 operation 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 report to Shanghai stock exchange for filing and announcement within 2 trading days.
Article 23 the use of idle raised funds to invest in cash management 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 2 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;
