Shanxi Coking Coal Energy Group Co.Ltd(000983)
Management system of raised funds
(Revised Version)
In order to standardize the management and application of the raised funds of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as the “company”), improve the use efficiency of the raised funds and protect the interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the rules for the listing of shares on Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares”) This system is formulated by relevant laws, regulations, normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “guidelines for the standardized operation”), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (hereinafter referred to as the “regulatory requirements”) and the articles of association.
Chapter I General Provisions
Article 1 the raised funds referred to in this system refer to the funds raised by the company from investors for specific purposes through public issuance of securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, separately traded convertible corporate bonds, warrants, etc.) and non-public issuance of securities.
Article 2 this system is applicable to projects invested with raised funds implemented through subsidiaries of the company or other enterprises controlled by the company.
Article 3 after the raised funds are in place, the company shall timely go through the capital verification procedures, and an accounting firm with securities practice qualification shall issue a capital verification report, and ensure that the use of the raised funds is consistent with that promised in the prospectus or the prospectus, and shall not change the investment direction of the raised funds at will. 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, it shall make a timely announcement.
Article 4 the board of directors of the company is responsible for formulating and improving the management system of raised funds, specifying 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 approval authority, decision-making procedures, risk control measures, information disclosure procedures and accountability, and ensuring the effective implementation of the system.
Article 5 where the company suffers losses due to the use of raised funds in violation of national laws, regulations, the articles of association and the provisions of this system, the relevant responsible person shall bear legal liabilities, including but not limited to civil compensation, in accordance with the provisions of laws and regulations.
Chapter II special account storage of raised funds
Article 6 the company shall carefully select a commercial bank and open a special account for raised funds (hereinafter referred to as “special account”), and the raised funds shall be deposited in 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. The company may open multiple special accounts according to the application of the investment projects with raised funds, and the number of special accounts with raised funds shall not exceed the number of investment projects with raised funds. If the company has two or more financing, it shall set up special accounts for raised funds respectively. The funds required for the same investment project shall be deposited in the same special account.
Article 7 the company shall, within one month after the raised funds are in place, 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”). 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 items of raised funds involved in the special account and the deposit amount;
(III) if the company withdraws more than 50 million yuan from the special account at one time or within 12 months, or 20% of the net amount of the total raised funds after deducting the issuance expenses, the company and the commercial bank shall notify the recommendation institution in time; (IV) the commercial bank shall issue the bank statement 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 recommendation institution or independent financial consultant shall check the storage of the raised funds in the special account at the same time when conducting on-site investigation on the company every quarter;
(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 company’s raised funds;
(VIII) rights, obligations and liabilities for breach of contract of the company, commercial banks, recommendation institutions or independent financial advisers;
(IX) if a commercial bank fails to issue a statement of account or notify the recommendation institution of large amount withdrawal from the special account for three times, and fails to cooperate with the recommendation institution or independent financial consultant to inquire and investigate the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
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 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.
Chapter III use of raised funds
Article 8 the company guarantees to use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. 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 Shenzhen Stock Exchange and make an announcement. Article 9 unless otherwise provided by national laws, regulations and normative documents, the fund-raising projects of the company shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management, etc., and shall not directly or indirectly invest 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 the company must 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 funds to invest in projects to obtain improper interests.
Article 11 the company shall track the progress of the project and the use of the raised funds to ensure that the investment project is implemented according to the company’s commitment plan.
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.
Article 12 in case of any of the following circumstances in the project invested with raised funds, the company shall re demonstrate 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 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 circumstances occur in the project invested with raised funds.
Article 13 Where the company replaces the self raised funds that have been invested in the investment project with the 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 accounting firm shall issue an assurance report on the replacement.
Article 14 when the company uses the raised funds for the following matters, it shall be considered and approved by the board of directors, and shall be implemented only after the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser express their explicit consent and fulfill the obligation of information disclosure:
(I) replace the self raised funds that have been invested in the project 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.
The company’s change of the purpose of the raised funds shall also be implemented after being deliberated and approved by the general meeting of shareholders. Where related 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 Chapters 9 and 10 of the stock listing rules.
Article 15 the company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, and must meet the following conditions:
(I) it has high security, meets the capital preservation requirements, and the product issuer can provide capital preservation commitments;
(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 make a timely announcement.
Article 16 Where the company uses the temporarily idle raised funds for cash management, it shall announce the following contents within two 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 and reasons for idle 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 and investment scope of investment products, principal guarantee commitment and safety analysis provided by the product issuer, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, the 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 17 the company may temporarily supplement the working capital with idle raised funds, which shall be limited to the production and operation related to the main business, and shall meet the following conditions:
(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 single replenishment of working capital shall not exceed 12 months;
(IV) the previously raised funds for temporary replenishment of working capital have been returned; (V) do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading;
Article 18 where the company uses idle raised funds to supplement working capital temporarily, it shall be deliberated and approved by the board of directors, and the following contents shall be announced within two trading days:
(I) basic information of the raised funds, including the time, amount, net amount and investment plan of the raised funds;
(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 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, 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 two trading days after all the capital is returned. Article 19 the company shall, according to the actual production and operation needs of the enterprise, submit it to the board of directors or the general meeting of shareholders for deliberation and approval, and use the over raised funds in a planned manner according to the following sequence:
(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.
Article 20 the company shall track the project progress and the use of raised funds to ensure that the investment project is implemented according to the company’s commitment plan. If the project cannot be carried out normally according to the investment plan due to unforeseen objective factors, the company shall timely perform the reporting and announcement obligations.
Article 21 the finance department shall be responsible for the management, appropriation and accounting of funds and the examination and determination of fund use applications. When using the raised funds, the company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. The application shall be submitted by the user department, reviewed by the financial department, approved by the general manager’s office meeting, and then signed by the chief financial officer.
Article 22 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 company’s assets, 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.
Chapter IV change of purpose of raised funds
Article 23 the investment projects of raised funds shall be consistent with the projects promised in the company’s issuance application documents, and shall not be changed in principle. 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) other circumstances identified by Shenzhen Stock Exchange as changes in the purpose of the raised funds.
Article 24 Where the company changes the implementation place of the investment project with raised funds, it shall be deliberated and approved by the board of directors, and shall make an announcement within two trading days, 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. If the change constitutes inside information, the company shall disclose it in time in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents and the Listing Rules of the stock exchange where the company’s shares are listed.
Article 25 Where the company intends to change the purpose of the raised funds, it shall make an announcement within two trading days after submitting it to the board of directors for deliberation and approval. In principle, the purpose of the raised funds after the change of the company shall be invested in the main business.
Article 26 the board of directors of the company shall scientifically and prudently select new investment projects, carry out feasibility analysis on new investment projects, and be sure that the investment projects have good market prospects and profitability, can effectively prevent investment risks and improve investment efficiency
