Sinomine Resource Group Co.Ltd(002738) measures for the administration of raised funds
(revised in May 2022)
Chapter I General Provisions
Article 1 in order to regulate the management and application of the raised funds of Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” or “the company”) and improve the use efficiency of the raised funds, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2022] No. 15), stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as “Stock Listing Rules”), guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation guidelines”), and other relevant laws These measures are hereby formulated in accordance with the relevant provisions of laws, regulations, normative documents and Sinomine Resource Group Co.Ltd(002738) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised by the company from investors 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, corporate bonds, warrants, etc.) and non-public issuance of Securities for specific purposes.
Article 3 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 these measures. Article 4 the company shall use the raised funds prudently to ensure that the use of the raised funds is consistent with the prospectus or the commitments in the prospectus. No one has the right to change the use of the raised funds unless a resolution is made by the general meeting of shareholders according to law.
Article 5 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 6 when formulating the fund-raising plan, the company shall carefully consider its ability to use funds and asset liability structure. Each fund-raising shall comply with the provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and other relevant normative documents.
Article 7 the company shall truthfully, accurately and completely disclose the actual use of the raised funds, and employ an accounting firm to verify the storage and use of the raised funds at the same time of the annual audit.
Article 8 during the period of continuous supervision, the recommendation institution and its recommendation representative shall carry out continuous supervision on the management of the company’s raised funds in accordance with the provisions of the stock listing rules and these measures.
Article 9 Where the company suffers losses due to violation of these measures, the relevant responsible person shall be punished according to the specific situation; If necessary, the relevant responsible person shall bear the corresponding civil liability for compensation.
Chapter II special account storage of raised funds
Article 10 the company implements the centralized special account storage system for the raised funds. The company shall carefully select commercial banks and open a special account for the raised funds (hereinafter referred to as the “special account”). The raised funds of the company 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.
If the company has more than two times of financing, special accounts shall be set up respectively.
Article 11 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution or 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 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 amount withdrawn from the special account by the company at one time or within 12 months exceeds 50 million yuan or 20% of the net amount of the total amount of the issued funds after deducting the issuance expenses (hereinafter referred to as the “net amount of the raised funds”), the company and the commercial bank shall notify the recommendation institution in time;
(IV) the commercial bank shall issue a statement of account to the company every month and send a copy to the recommendation institution or independent financial adviser; (V) the recommendation institution or independent financial consultant can inquire the special account information at the commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution or independent financial consultant, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution 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, recommendation institutions or independent financial advisers. (VIII) if the commercial bank fails to issue a statement of account or notify the special account of large amount withdrawal to the recommendation institution or independent financial adviser in time for three times, and fails to cooperate with the recommendation institution or independent financial adviser to inquire and investigate the special account information, the company may terminate the agreement and cancel the special account for raised funds.
The company shall report to Shenzhen stock exchange for filing and announce the main contents of the agreement after all the agreements are signed.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers shall jointly sign a tripartite supervision agreement, and the company and its holding subsidiary shall be regarded as a common party.
If the above-mentioned agreement is terminated in advance due to changes in the recommendation institution or commercial bank 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 a timely announcement.
Chapter III use of raised funds
Article 12 the company shall use the raised funds in strict accordance with the investment plan of the raised funds promised in the issuance application documents, and use the raised funds for special purposes. 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.
Article 13 in principle, the funds raised by the company shall be used for the main business, and 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 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 14 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 15 the company shall organize the implementation of the fund-raising project according to the plan schedule promised in the issuance application document. The specific implementation Department (unit) shall prepare a specific work schedule to ensure that all work can be completed according to the plan schedule, and regularly report the specific work plan and actual completion schedule to the financial department and the Secretary of the board of directors.
The Secretary of the board of directors is responsible for relevant information disclosure.
Article 16 the board of directors of the company shall comprehensively check the progress of raised investment projects every six months.
If the difference between the actual use of the raised funds in the year of the raised investment project and the estimated use amount of the last disclosed raised funds investment plan in the current year exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the latest raised funds investment plan, the current actual investment progress, the adjusted investment plan and the reasons for the change of the investment plan in the special report on the storage and use of the 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 project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised capital investment plan (if any) in the latest periodic report:
(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 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 raised investment project.
Article 18 If the company decides to terminate the original raised investment project, it shall select a new investment project as soon as possible and scientifically. Article 19 Where the company replaces the self raised funds that have been invested in the raised investment projects in advance with the raised funds, it can only be implemented after the deliberation and approval of the board of directors of the company, the assurance report issued by the accounting firm, the express consent of the independent directors, the board of supervisors and the recommendation institution and the performance of the obligation of information disclosure.
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 20 Where the idle raised funds of the company are temporarily used to supplement working capital, they 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 and disclose, 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 previously raised funds for temporary replenishment of working capital have been returned (if applicable);
(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.
The idle funds that can be used for the company’s main business, such as the purchase of new shares or the placement of new shares, shall not be used directly or indirectly for the purpose of the company’s main business, but shall not be used for the purpose of the company’s main business, such as the purchase of new shares or the placement of new shares.
Article 21 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;
(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 replenishing working capital, the company shall return this part of funds to the special account for raised funds and make an announcement within 2 trading days after all funds are returned.
Article 22 the temporarily idle raised funds can be managed in cash. The term of investment products shall not exceed 12 months, and must meet the requirements of high safety and good liquidity, which shall not affect the normal progress of the investment plan of 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 23 Where the company uses idle raised funds for cash management, it shall announce the following contents within 2 trading days after the deliberation and approval 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) 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) the income distribution mode, investment scope and safety of investment products, including but not limited to the principal guarantee commitment provided by the product issuer, the risk control measures taken by the company to ensure the safety of funds, etc;
(V) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
After the initial disclosure, when there are major adverse factors such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company shall disclose in time, prompt the risks, and disclose the risk control measures taken or planned to be taken to ensure the safety of funds.
Article 24 in case of using idle raised funds to invest in products in the current period, the company shall disclose the income in the reporting period and the investment share, contracting party, product name, term and other information at the end of the reporting period.
Article 25 Where a company purchases assets from specific objects by issuing securities as payment, it shall ensure that the ownership transfer procedures of the above assets are completed before the listing of new shares, and the law firm hired by the company shall issue a special legal opinion on the completion of the asset transfer procedures.
Article 26 Where a company purchases assets from a specific object by issuing securities or raising funds for the acquisition of assets, the relevant parties shall strictly abide by and perform the relevant commitments related to the acquisition of assets, including but not limited to the realization of the profit forecast of the asset and the profit forecast of the company after the acquisition of assets.
Chapter IV change of purpose of raised funds
Article 27 the company shall be deemed to have changed the purpose of the raised funds in the following circumstances:
(I) cancel the original fund-raising projects and implement new projects;
(II) change the implementation subject of the raised investment project (except when the implementation subject changes from a listed company to a wholly-owned subsidiary or a wholly-owned subsidiary changes to a listed company);
(III) change the implementation mode of raised investment projects;
(IV) other circumstances identified by Shenzhen Stock Exchange as changes in the purpose of the raised funds.
Article 28 the company shall not change the investment direction of the raised funds until the proposal on changing the purpose of the raised funds is reviewed and approved by the board of directors and the general meeting of shareholders.
Article 29 in principle, the purpose of the raised funds after the change of the company shall be invested in the main business of the company. Article 30 the board of directors of the company shall prudently analyze the feasibility of the new raised investment project to be changed, make sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of the raised funds.
Article 31 the company shall change the investment project of raised funds after submitting it to the board of directors for deliberation
