Management System of Funds Raised by Listed Companies of Shanghai Stock Exchange (June 2008), Management Measures of Funds Raised by Listed Companies of Shenzhen Stock Exchange (June 5438+ 10), Management Rules of Funds Raised by Listed Companies on SME Board (revised in February 2008) and Guidelines for Standardized Operation of Listed Companies on Growth Enterprise Market of Shenzhen Stock Exchange.
1. Number of special accounts for raised funds
A special account (deposited in a special account) Number of special accounts ≤ Number of fundraising projects Principle: Number of special accounts ≤ Number of fundraising projects.
For financing more than twice, a special account for raising funds shall be set up separately.
The principle that the number of special accounts for raised funds can be increased with the consent of the Exchange is: the number of special accounts ≤ the number of raised items.
Over-raised funds should also be deposited in the special account [wing 1]
If there are more than two times of financing, special accounts for raised funds shall be set up respectively.
2. The time limit for signing the tripartite agreement after the raised funds are received.
Within two weeks (the new agreement should also be signed within two weeks after the change expires or terminates) and within one month (the new agreement should also be signed within one month after the expiration or termination of SMEs in Shanghai and Shenzhen).
3. The contents of the tripartite agreement shall at least include (after the agreement is signed, it shall be reported to the Exchange for the record and the main contents of the agreement shall be published).
(1) A listed company shall deposit the raised funds into a special account. (two) the account number of the special account, the fund-raising projects involved, the deposit amount and term; (3) A commercial bank shall issue a bank statement to the listed company every month and send a copy to the sponsor institution. (4) The sponsor institution may inquire about the information of the special account in the commercial bank at any time; (five) the rights and obligations of listed companies, commercial banks and sponsors and the liability for breach of contract.
1 time or 12 months, the trigger point for notifying the cumulative expenditure of special accounts (the unified caliber is the net amount of raised funds)
If the listed company withdraws more than RMB 50 million from the special account at one time or within 65,438+02 months and reaches 20% of the net raised funds, the listed company shall promptly notify the sponsor institution; If the listed company withdraws more than 50 million yuan or 20% of the total special account at one time or within 12 months, the listed company and commercial bank shall promptly notify the sponsor; If the listed company withdraws more than100000 yuan or 5% of the net raised funds from the special account at one time or within 12 months, the listed company and the commercial bank shall promptly notify the sponsor institution; If a listed company withdraws more than RMB 654.38+million or 654.38+00% of the net raised funds at one time or within 654.38+02 months, the listed company and commercial bank shall promptly notify the sponsor institution;
If a commercial bank fails to issue a bank statement to the sponsor for three consecutive times or fails to notify the special account of the large withdrawal in time, or fails to cooperate with the sponsor to inquire and investigate the information of the special account, the sponsor or the listed company may unilaterally terminate the agreement, and the listed company may cancel the special account for raising funds after the agreement is terminated;
4. It is forbidden to raise funds.
1. Except for financial enterprises, the investment projects of raised funds shall not be financial investments such as holding trading financial assets and available-for-sale financial assets, lending them to others, and entrusting wealth management. , and may not directly or indirectly invest in companies whose main business is buying and selling securities.
2. A listed company may not use the raised funds for pledge, entrusted loans or other investments that change the use of the raised funds in disguise.
3. Prevent the raised funds from being occupied or misappropriated by related parties such as controlling shareholders and actual controllers, and take effective measures to prevent related parties from using the raised funds to invest in projects to obtain illegitimate interests.
5. The difference between the raised funds actually used in that year and the expected use of the investment plan in that year exceeds 30%.
No provision 1, the investment plan of raised funds should be adjusted.
2. Original and current investment plans, actual investment progress, reasons for changes in investment plans, etc. It should be disclosed in the periodic report. 1. The investment plan of raised funds should be adjusted.
2, and in the special report on the annual use of raised funds, explain the original and current investment plans, actual investment progress, reasons for changes in investment plans, etc.
6. Replace the self-raised funds previously invested in fundraising projects with raised funds.
(1) is not disclosed in the issuance application documents, and the amount is uncertain.
Perform the corresponding procedures and disclosure obligations with reference to the changes in the raised funds. 1. Special audit of accounting firm.
2. The sponsor institution issues a clear consent opinion.
3. The board of directors deliberated and adopted 1. The certified public accountant issued an authentication report.
2. The sponsor gives clear consent.
3. The Board of Directors deliberated and approved.
4. Independent directors expressly agree.
5. The Board of Supervisors issued a clear consent.
6. The replacement time shall not exceed 6 months from the date of receipt of the raised funds.
(2) The issuance application documents have disclosed that it is planned to replace the pre-invested self-raised funds with raised funds, and the pre-invested amount has been determined.
1, special audit of accounting firm
2. After the sponsor expresses his opinion,
3. The Board of Directors deliberated and approved.
Within 2 trading days after the replacement, report to this Exchange and make an announcement. No need to go through the procedure
There is no clear report and no procedure is needed.
Report to the Exchange and make an announcement within 2 trading days after the replacement is completed.
7. A listed company that temporarily uses idle raised funds to supplement its working capital shall meet the following requirements:
(a) shall not change the purpose of the raised funds in disguise, and shall not affect the normal operation of the raised funds investment plan;
(2) The amount of one-time supplementary liquidity shall not exceed 50% of the net raised funds;
(three) a single supplementary liquidity time shall not exceed 6 months;
(4) The pre-raised funds that have been used to temporarily supplement the working capital have been returned (if applicable).
Procedure:
1, which was reviewed and approved by the board of directors.
2. Independent directors express their opinions.
3. The sponsors express their opinions.
4. The Board of Supervisors expresses opinions.
Report and announce (1) within 2 trading days without changing the use of raised funds in disguise; (two) does not affect the normal operation of the raised funds investment plan;
(There is no relevant regulation for deep motherboard)
(three) a single supplementary liquidity time shall not exceed 6 months;
(There is no relevant regulation for deep motherboard)
(4) Limited to the production and operation related to the main business.
Procedure:
1, which was reviewed and approved by the board of directors.
2. Opinions expressly agreed by independent directors.
3. Opinions expressly agreed by the sponsor.
Report and announce (1) within 2 trading days without changing the use of raised funds in disguise; (two) does not affect the normal operation of the raised funds investment plan;
(3) The amount of one-time supplementary liquidity shall not exceed 50% of the net raised funds;
(four) a single supplementary liquidity time shall not exceed 6 months;
(5) The raised funds used to temporarily supplement the working capital have been returned (if applicable).
Procedure:
1, which was reviewed and approved by the board of directors.
2. Opinions expressly agreed by independent directors.
3. Opinions expressly agreed by the sponsor.
4. Opinions explicitly agreed by the Board of Supervisors
Report and announce within 2 trading days. (a) shall not change the purpose of the raised funds in disguise;
(two) does not affect the normal operation of the raised funds investment plan;
(There is no relevant regulation on GEM)
(three) a single supplementary liquidity time shall not exceed 6 months;
(4) The raised funds used to temporarily supplement the working capital have been returned (if applicable);
(5) A clear agreement issued by the sponsor, independent directors and the board of supervisors.
(six) only used for production and operation related to the main business.
It was reviewed and approved by the board of directors of the company and reported and announced within 2 trading days.
8, a single fund-raising project savings to raise funds (including interest income)
(1) is used for other fundraising projects.
1, reviewed and approved by the board of directors,
2. After the independent directors express their opinions,
3. After the proposer expresses his opinion,
4. After the Board of Supervisors expresses its opinions,
If it is less than1100,000 yuan or less than 5% of the promised investment amount of the funds raised by the project, it is exempted from disclosure procedures and annual reports. Without the regulation of 1 approved by the board of directors,
2. The sponsors give clear and consistent opinions.
If it is less than 500,000 yuan or less than 65,438+0% of the promised investment amount of the funds raised by the project, the disclosure procedure and annual report are exempted. After the completion of a single or all-raised investment project, when a listed company uses a small amount of remaining funds for other purposes, it shall perform the following procedures:
(a) the independent director issued a clear consent;
(2) The recommendation institution issues a clear consent opinion;
(3) It was reviewed and approved by the board of directors.
(2) Non-fund-raising projects
Perform the corresponding procedures and disclosure obligations with reference to the changes in the raised funds. There is no provision for fulfilling the corresponding procedures and disclosure obligations with reference to the change of raised funds. Same as above: GEM does not distinguish whether the balance is used for fundraising or non-fundraising, nor does it distinguish the scale of the remaining funds.
9. Balance of raised funds
Article 13 After the completion of all raised funds projects, if the remaining raised funds (including interest income) exceed 65,438+00% of the net raised funds, the listed company shall not use the remaining raised funds until the project is completed.
(1) After the independent directors and the board of supervisors expressed their opinions,
(2) The sponsor expresses opinions.
(3) Deliberating and passing by the board of directors and the general meeting of shareholders.
If the remaining raised funds (including interest income) are less than 10% of the net raised funds, they shall be reviewed and approved by the board of directors, and can only be used after the independent directors, sponsors and the board of supervisors express their opinions.
If the remaining raised funds (including interest income) are less than 5 million yuan or less than 5% of the net raised funds, they are exempted from going through the formalities and disclosed in the latest periodic report. No provision Article 28 If the remaining raised funds (including interest income) exceed 65,438+00% of the net raised funds after the completion of all raised funds projects, the listed company shall meet the following conditions in using the remaining funds:
(1) Independent directors and the Board of Supervisors express their opinions;
(2) A clear agreement issued by the sponsor institution;
(3) Deliberating and passing by the board of directors and the general meeting of shareholders.
If the remaining raised funds (including interest income) are less than 65,438+00% of the net raised funds, they can be used only after being reviewed and approved by the board of directors and explicitly agreed by the sponsor.
If the remaining raised funds (including interest income) are less than 3 million yuan or less than 65,438+0% of the net raised funds, the application shall be disclosed in the annual report. be the same as the above
10- 1 Procedures and principles for the change of fund-raising projects
Changes in the fund-raising projects of listed companies shall be reviewed and approved by the board of directors and the shareholders' meeting. Opinions of the independent directors, the board of supervisors and the sponsor institution on changing the raised funds; Invest in main business.
10-2 is regarded as the change of fund-raising project:
(1) Cancel the original fund-raising project and implement new projects;
(two) change the main body of the raised funds investment project;
(3) Change the implementation mode of investment projects with raised funds;
(four) to raise investment funds to replace the pre-invested self-raised funds (not disclosed in the issuance documents)
(5) If the listed company uses the project surplus (including interest income) to raise funds for non-fundraising projects (including supplementary liquidity), (1) cancel the original fundraising project and implement new projects;
(two) change the main body of the raised funds investment project;
(3) Change the implementation mode of investment projects with raised funds;
(4) Changing the place of implementation of investment projects with raised funds;
(five) the difference between the actual investment and the planned investment exceeds 30% of the planned amount; The same as the provisions of the Shanghai Stock Exchange (1) cancels the original fundraising project and implements new projects;
(two) change the main body of the raised funds investment project;
(3) Change the implementation mode of investment projects with raised funds;
10-3 change of fundraising project-change of location only
The procedures listed in the preceding paragraph may be exempted, but they shall be reviewed and approved by the board of directors of the listed company and the opinions of the sponsor institutions shall be sought. This clause of the Shenzhen Stock Exchange is relatively strict, and it is determined that the change of fund-raising projects is the same as that of the Shanghai Stock Exchange, which should be reviewed and approved by the board of directors of listed companies, and the opinions of sponsors should be sought.
1 1- 1 Management and supervision of raised funds by listed companies-frequency of inspection
Semi-annual and quarterly.
1 1-2 Management and supervision of raised funds by listed companies-inspection institutions
Internal audit department of the board of directors
1 1-3 Management and supervision of raised funds by listed companies-handling
1. Check the fundraising project "Special Report on Deposit and Actual Use of Funds Raised by the Company" comprehensively.
2. The report was reviewed and approved by the Board of Directors and the Board of Supervisors.
3. Report to this Exchange and make an announcement within 2 trading days. 1. Check the deposit and use of raised funds at least once and report to the audit committee.
2. The audit committee shall report any irregularities to the board of directors.
3. The board of directors shall report to this Exchange and make an announcement within 2 trading days.
1 1-4 management and supervision of raised funds by listed companies-annual inspection
After the end of each fiscal year, the special report of the board of directors on the deposit and actual use of the funds raised by the company (the same half year) 1. The board of directors shall issue a special explanation on the deposit and use of raised funds in the current year.
2. The special audit report issued by the accounting firm shall be disclosed in the annual report.
12- 1 Management and supervision of raised funds by sponsors-frequency of inspection
On-site investigation once every six months and once every quarter. There is no clear agreement on site investigation.
12-2 management and supervision of raised funds by sponsors-inspection and handling
Where a recommendation institution finds any irregularities in the management of raised funds, it shall report to the Exchange in a timely manner.
12-3 management and supervision of raised funds by sponsors-annual treatment
The sponsor institution directly issues a special verification report on the deposit and use of the annual raised funds, and submits it to this Exchange when the listed company discloses the annual report. 1. The sponsor institution and the sponsor representative shall verify the special explanation of the board of directors and the special audit report issued by the accountant and issue verification opinions.
2. The annual report shall be disclosed and submitted to the Exchange at the same time. 1. The sponsor institution shall conduct on-site verification on the deposit and use of the annual raised funds, and issue a special verification report within 10 trading days after the disclosure of the verification report.
2. A listed company shall report to this Exchange and make an announcement within 2 trading days after receiving the verification report.
13, supervision by other institutions
1. The Audit Committee of the Board of Directors, the Board of Supervisors or more than half of the independent directors may employ certified public accountants to conduct special audits on the deposit and use of raised funds and issue special audit reports.
2. The board of directors shall report to this Exchange and make an announcement within 2 trading days after receiving the special audit report of certified public accountants. With the consent of more than half of the independent directors, independent directors may hire an accounting firm to conduct a special audit on the use of raised funds.