Beijing Yanjing Brewery Co.Ltd(000729)
Management system of raised funds
(approved by the 2021 annual general meeting of shareholders in May 2022)
Chapter I General Provisions
Article 1 in order to strengthen the legitimacy, effectiveness and safety of the management of the company’s raised funds and standardize the management of the company’s raised funds, in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the stock 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 other relevant provisions, This system is hereby formulated 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 from investors and used for specific purposes by the company through public issuance of shares and their derivatives. Over raised funds refer to the part where the net amount of funds actually raised exceeds the amount of funds planned to be raised.
Article 3 the board of directors of the company is responsible for establishing and improving the management system of the company’s raised funds and ensuring the effective implementation of the system. The board of directors shall fully demonstrate the feasibility of the investment project with raised funds, be sure that the investment project has good market prospects and profitability, effectively prevent investment risks and improve the efficiency of the use of raised funds. The company establishes a leading group for the management of raised funds under the leadership of the board of directors, with the general manager of the company as the leader and the chief accountant, the Secretary of the board of directors, the company’s finance department, the office of the board of directors, the project preparation team and other departments as members. The leading group is responsible to the board of directors and accepts the consultation of the board of directors, the board of supervisors and shareholders. 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 4 if the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the corresponding subsidiaries or other enterprises controlled by the company shall abide by the provisions of this system.
Article 5 during the period of continuous supervision, the recommendation institution shall perform the recommendation responsibility for the management and use of the company’s raised funds. The recommendation institution shall do a good job of continuous supervision in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Chapter II deposit of raised funds in special account
Article 6 the company implements a special account storage system for the raised funds. After the raised funds are in place, the funds saved before and after use shall be deposited in a special account approved by the board of directors for centralized management and use. The special account shall not be used for non raised funds or other purposes to ensure the safety and specificity of the raised funds. The special account for the deposit of the raised funds of the company shall be carefully selected and decided by the board of directors of the company according to the credit, service, access convenience and other factors of the commercial bank. The funds of the same investment project shall be stored in the same special account. If there are more than two financing times, special accounts for raised funds shall be set up respectively. The number of special accounts for raised funds shall not exceed the number of projects invested with raised funds. The over raised funds shall also be deposited in the special account for the management of the raised funds.
When a listed company uses the raised funds for the following matters, it shall be examined 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:
(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 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 the provisions of the stock listing rules of Shenzhen Stock Exchange.
Article 7 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution, the independent financial adviser 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 account number of the special account for raised funds, the items of raised funds involved in the special account, the deposit amount and term; The company shall centrally deposit the raised funds in a special account;
(II) if the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, the company and commercial banks shall timely notify the recommendation institution or independent financial adviser; (III) the company shall obtain the bank statement from the commercial bank every month and send a copy to the recommendation institution or independent financial adviser;
(IV) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(V) if the company implements the investment project with raised funds through the holding subsidiary, the company, the holding subsidiary implementing the investment project with raised funds, commercial banks, recommendation institutions or independent financial advisers shall jointly sign a tripartite agreement, and the company and its holding subsidiary shall be regarded as a common Party;
(VI) if the commercial bank fails to issue the bank statement 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 cancel the special account for raised funds after terminating the agreement;
(VII) 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 raised funds of the company;
(VIII) rights and obligations of companies, commercial banks, recommendation institutions or independent financial advisers;
(IX) liability for breach of contract of the company, commercial bank, recommendation institution or independent financial consultant.
After signing the above agreement, the company shall report to Shenzhen stock exchange for filing and announce the main contents of the agreement. If the above-mentioned 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 an announcement after reporting to Shenzhen stock exchange for filing.
Chapter III use of raised funds
Article 8 the use of the raised funds must comply with the provisions of relevant laws, administrative regulations and normative documents, and use the raised funds in accordance with the investment plan of the raised funds promised in the prospectus or other public offering documents, which shall not be changed without the approval of the general meeting of shareholders. In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, the company shall timely report to the Shenzhen Stock Exchange and make an announcement.
After the raised funds are in place, the office of the board of directors shall timely understand the progress of their use, ensure that the purpose and progress of the funds are consistent with the investment plan determined by the general meeting of shareholders and the board of directors, and regularly and timely report to the board of directors on the use of funds.
Article 9 in principle, the raised funds shall be used for the main business. The investment projects of the raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and shall not be invested directly or indirectly 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 application and approval procedures for the use of funds must be performed in strict accordance with the company’s fund management system. The project preparatory group shall, according to the project contract and progress plan, submit the fund use application and fund use plan to the raised funds leading group. The finance department and the office of the board of directors shall be responsible for reviewing whether the application and plan are consistent with the investment project, investment amount, fund progress plan and other contents promised in the public offering and raising documents, reporting to the leader of the raised funds management leading group for approval, and the finance department shall be responsible for settlement.
In order to ensure the authenticity and fairness of the use of the company’s raised funds, it is prohibited for individuals, legal persons or other organizations with actual control over the company and their affiliates to occupy or misappropriate the raised funds, so as to prevent affiliates from using the raised funds to invest in projects to obtain illegitimate interests.
Article 11 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 with raised funds every half year, issue and disclose the semi annual and annual special report on the storage and actual use of the company’s raised funds.
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 recently disclosed raised funds investment plan 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.
The company shall use the over raised funds according to the actual production and operation needs of the enterprise, submit them to the board of directors or the general meeting of shareholders for deliberation and approval, and use them in a planned manner in the following order:
(I) supplement the fund gap of the project invested by the raised funds;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
The use of over raised funds for permanent replenishment of working capital and repayment of bank loans shall be reviewed and approved by the general meeting of shareholders of the company, and the online voting method shall be provided. The independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent and disclose. The company shall repay bank loans or supplement working capital according to the actual needs, and the cumulative amount within each 12 months shall not exceed 30% of the total amount of over raised funds. The company shall promise not to make securities investment, derivatives trading and other high-risk investments or provide financial assistance to others other than holding subsidiaries within 12 months after replenishing working capital.
Article 12 in case of any of the following circumstances, the company shall reassess or estimate 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 the raised funds in the latest periodic report: (I) significant changes have taken place in the market environment of the raised funds investment project;
(II) the project invested with raised funds has been shelved for more than one year;
(III) it exceeds 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 situations in the investment projects with raised funds.
Article 13 if the company decides to terminate the original investment project with raised funds, it shall select a new investment project as soon as possible. The board of directors of the company shall carefully analyze the feasibility, necessity and investment benefits of the investment projects with newly raised funds. Article 14 Where the company replaces the self raised funds that have been invested in the investment projects with the raised funds in advance, it can replace them within 6 months after the arrival of the raised funds. The replacement matters shall be implemented only after the accounting firm issues an assurance report, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant express their explicit consent, which shall be deliberated and approved by the board of directors of the company. If the issuance application documents have disclosed that it is planned to replace the self raised funds invested in advance with the raised funds, and the amount invested in advance is determined, it shall be announced to the public before the replacement is implemented.
Article 15 the company may use idle raised funds to supplement working capital, but the following conditions shall be met:
(I) the purpose of the raised funds shall not be changed in a disguised form;
(II) it shall not affect the normal progress of the investment plan of the raised funds;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) the independent directors, the board of supervisors and the recommendation institution must issue their own opinions with clear consent;
(V) the previously raised funds used for temporary replenishment of working capital have been returned.
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 used for the placement and purchase of new shares, or for high-risk investments such as stocks and their derivatives, convertible corporate bonds, etc.
The company can conduct cash management on the temporarily idle raised funds, and its investment 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 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 the stock exchange for filing and announcement.
(III) where the company uses idle raised funds to invest in products, it 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. The term of investment products shall not exceed 12 months. (IV) the company shall announce the following contents within 2 trading days after the meeting of the board of directors:
1. The 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;
2. The use of the raised funds and the reasons for the idle of the raised funds;
3. 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;
4. Income distribution mode and investment scope of investment products, safety analysis provided by product issuers, risk control measures taken by the company to ensure capital safety, etc;
5. Opinions issued by independent directors, board of supervisors, recommendation institutions 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 16 the company’s use of idle raised funds to supplement working capital shall be examined and approved by the board of directors of the company, and shall report to Shenzhen Stock Exchange within 2 trading days and announce the following contents:
(I) basic information of the funds raised this time, including the time, amount, net amount and investment plan of the funds raised;
(II) use of raised funds;
(III) the amount and term 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;
