Beijing Quanshi World Online Network Information Co.Ltd(002995)
Management system of raised funds
April, 2002
catalogue
Chapter I General Provisions Chapter II special account storage of raised funds Chapter III use of raised funds 5 chapter IV change of investment projects with raised funds Chapter V Management and supervision of raised funds 10 Chapter VI Supplementary Provisions eleven
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company") and improve the efficiency of the use of the raised funds, 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 of listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies and other laws and regulations This system is formulated in combination with the actual situation of the company in accordance with the provisions of the normative documents, the rules issued by the stock exchange, such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the provisions of Beijing Quanshi World Online Network Information Co.Ltd(002995) 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 listed companies through the issuance of shares and their derivatives.
Article 3 the board of directors of the company shall be responsible for establishing and improving the management system of the company's raised funds and ensuring the effective implementation of the system. The management system of raised funds shall clearly stipulate the storage, use, change and supervision of the special account of raised funds, as well as the application for the use of raised funds, hierarchical examination and approval authority, decision-making procedures, risk control measures, information disclosure procedures and accountability.
Article 4 if the investment project with raised funds (hereinafter referred to as "raised investment project") 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 raised funds management system.
The funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents. If the company changes the use of funds listed in the prospectus or other public offering documents, a resolution must be made by the general meeting of shareholders.
After the raised funds are in place, the company shall go through the capital verification procedures in time, and the capital verification report shall be issued by an accounting firm with corresponding business qualifications.
The company shall truthfully, accurately and completely disclose the actual use of the raised funds. The board of directors shall comprehensively check the progress of the investment projects of the raised funds every half year, issue and disclose the special report on the storage and actual use of the company's raised funds.
During the annual audit, the company shall employ an accounting firm to verify the storage and use of the raised funds. Article 5 a sponsor shall, in accordance with the provisions of the measures for the administration of recommendation business for securities issuance and listing, perform the responsibility of recommendation for the management and use of the funds raised by a listed company, and do a good job in continuous supervision.
Chapter II deposit of raised funds in special account
Article 6 the raised funds of the company shall be deposited in the special account for raised funds (hereinafter referred to as the "special account") determined by the board of directors for centralized management, and the special account shall not be used for non raised funds or other purposes; If the company sets up more than two special accounts, the company shall explain the reasons.
If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
The actual net amount of raised funds exceeding the amount of planned raised funds (hereinafter referred to as "over raised funds") shall also be deposited in the special account for the management of raised funds.
Article 7 the company shall 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") within one month after the arrival of the raised funds. The agreement shall at least include the following contents:
(I) the company shall 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 (hereinafter referred to as "net raised funds") from the special account in one time or within 12 months, the company and commercial banks shall timely notify the sponsor or independent financial adviser;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the sponsor or independent financial adviser;
(V) the sponsor or independent financial consultant can inquire about the special account information 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) rights, obligations and liabilities for breach of contract of the company, commercial banks, sponsors or independent financial advisers. (VIII) if the commercial bank fails to issue a statement of account or notify the sponsor or independent financial adviser of the large withdrawal of the special account in time for three times, and fails to cooperate with the sponsor or independent financial adviser to inquire and investigate the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
The company shall timely announce the main contents of the tripartite supervision agreement after the signing of the above tripartite supervision agreement.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, the commercial bank, the sponsor or the independent financial consultant shall jointly sign a tripartite supervision agreement, and the company and its holding subsidiary shall be regarded as a common party.
If the above three-party supervision agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new three-party supervision agreement with relevant parties within one month from the date of termination of the three-party supervision agreement and make a timely announcement.
Chapter III use of raised funds
Article 8 the funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents. In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, the listed company shall make a timely announcement.
Article 9 in principle, the raised funds shall be used for the company's main business. The raised investment funds of the company shall not be used for high-risk investments such as securities investment and derivatives trading or provide financial assistance to others, nor shall they be directly or indirectly invested in companies whose main business is the trading 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 10 when using the raised funds, the user department (unit) shall fill in the application form for the use of funds, which shall be jointly signed by the chairman of the board and the person in charge of finance, and implemented by the financial department. When the matters mentioned in Article 16 of the system occur, the securities investment department shall be notified in time to fulfill the review procedures and information disclosure obligations.
Article 11 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 persons, and take effective measures to prevent the related persons from using the raised investment projects to obtain improper interests.
Article 12 the board of directors of the company shall comprehensively check the progress of the investment projects of the raised funds every half year, issue a special report on the storage and use of the raised funds every half year and every year, and hire an accounting firm to issue an assurance report on the storage and use of the raised funds every year. The company shall disclose the assurance report issued by the accounting firm and the periodic report in the qualified media at the same time.
Article 13 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 project and decide whether to continue to implement the project:
(I) significant changes have taken place in the market environment involved in the raised investment project;
(II) the raised investment project 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 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 14 If the company decides to terminate the original raised investment project, it shall select a new investment project in a timely and scientific manner.
Article 15 Where the company replaces the self raised funds that have been invested in the raised investment projects in advance with the raised funds, it shall be implemented only 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 sponsor or the independent financial consultant and the performance of the obligation of information disclosure. The replacement time shall not exceed 6 months from the arrival time of the raised funds.
If the company has disclosed in the issuance application document that it plans 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 16 when the board of directors or the board of supervisors agree to use the raised funds as independent financial advisers, the following matters shall be clearly considered and approved by the board of directors:
(I) replace the self raised funds that have been invested in the investment projects 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) use the surplus raised funds.
(VII) over raised funds are used for projects under construction and new projects.
The change of the purpose of the raised funds of the company shall also be examined and approved by the general meeting of shareholders.
Where relevant matters involve related party transactions, asset purchases, foreign investment, etc., the deliberation procedures and information disclosure obligations shall also be performed in accordance with Chapter VI of the stock listing rules of Shenzhen Stock Exchange.
Article 17 If the surplus funds (including interest income) are less than 10% of the net funds raised by the project after the completion of a single or all raised funds investment project, the company shall perform the corresponding procedures in accordance with paragraph 1 of Article 16 when using the surplus funds.
If the surplus funds (including interest income) reach or exceed 10% of the net funds raised by the project, the company's use of the surplus funds shall also be deliberated and approved by the general meeting of shareholders.
If the surplus fund (including interest income) is less than 5 million yuan or less than 1% of the net fund raised by the project, the above procedures may be exempted, and its use shall be disclosed in the annual report.
Article 18 the company can use the temporarily idle raised funds for cash management, and the term of its investment products shall not exceed 12 months, and 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 Shenzhen stock exchange for filing and announcement.
Article 19 Where a company uses idle raised funds for cash management, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors, the sponsor or the independent financial adviser shall give explicit consent. The company shall timely announce the following contents after the deliberation and approval of the board of directors:
(I) basic information of the funds raised this time, including the time, amount, net amount and investment plan of the funds raised;
(II) the use of the raised funds and the reasons for the idle of the 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 of investment products, safety analysis provided by product issuers, and risk control measures taken by the company to ensure capital safety;
(V) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
The company shall, in case of major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 20 if the company uses the temporarily idle raised funds to supplement the working capital temporarily, it 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 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 funds raised for temporary replenishment of working capital have been returned;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
Article 21 Where the company uses idle raised funds to supplement working capital, the following contents shall be announced in time after being deliberated and approved by 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 of idle funds raised and the period for replenishing the 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 purpose 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, sponsors or independent financial advisers;
(VI) other contents required by Shenzhen Stock Exchange.
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.
Chapter IV alteration of investment projects with raised funds
Article 22 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(I) cancel or terminate the original fund-raising projects and implement new projects;
(II) change the implementation subject of the project invested by raised funds (except for the change of the implementation subject between the company and its wholly-owned subsidiaries);
(III) change the implementation method of the project invested by the raised funds;
(IV) deep
