Funneng Shares (600483): Signing The Three Party Regulatory Agreement To Raise Funds

Fujian Fu Neng Limited by Share Ltd's announcement on signing the three party supervision agreement on raising funds

The board of directors and all directors of the company guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and shall be jointly and severally liable for the authenticity, accuracy and completeness of the contents.

I. Basic Situation of fund-raising funds

Approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), the approval of the Fujian Fu Neng Limited by Share Ltd public issuance of Switching Company bonds has been approved by the Fujian Securities Regulatory Commission ([2018]1732). In December 7, 2018, Fuyang Neng Limited by Share Ltd (hereinafter referred to as the "company") publicly issued 28 million 300 thousand convertible bonds, the issue price was 100 yuan each, and the total amount raised was RMB 2830000000 yuan. After deducting the 21440000 yuan of the sponsorship underwriting fee, the company actually received RMB 2808560000 yuan of the convertible bond subscription fund in December 14, 2018, deducting the 2623000 yuan of other issuance costs, and the net amount actually raised was RMB 2805937000 yuan. The above raised funds have been verified in the capital verification report (xksb Zi [2018] No. zk10254) issued by Lixin Certified Public Accountants (special general partnership). The company has deposited the above-mentioned raised funds in the relevant special account for raised funds approved by the board of directors. Please refer to the announcement on signing the tripartite regulatory agreement on raised funds (Announcement No.: 2018-066) disclosed by the company on the website of Shanghai Stock Exchange on December 28, 2018.

As of June 30, 2019, the company has used the above-mentioned raised funds of 553919340.31 yuan, and the total accumulated amount of raised funds is 648225271.74 yuan. The balance of the raised funds at the end of the period is RMB 2182091380.10 (including the net amount of bank deposit interest income deducting bank handling fee expenditure), of which the balance deposited in the raised funds account at the end of the period is RMB 2182091380.10, and the balance of financing products purchased by idle raised funds at the end of the period is RMB 0.00. Please refer to the special report on the deposit and actual use of raised funds in the first half of 2019 (Announcement No.: 2019-050) disclosed by the company on the website of Shanghai Stock Exchange on August 28, 2019.

Two, the opening of newly raised funds and the signing of the "three party supervision agreement on raising funds".

In order to facilitate the management and use of fund-raising funds, the company held the fifteenth ad interim meeting of the ninth board of directors in October 15, 2019. It passed the "motion on increasing the accounts of convertible bonds raising funds". It agreed that the company would increase 2 funds in the Industrial Commercial Bank of China Ltd Fuzhou Gulou Branch Bank and the Bank of China Limited by Share Ltd Fujian branch.

Gold special account. In November 11, 2019, the company and the above-mentioned banks (hereinafter referred to as "Party B") and Ping An Securities Limited by Share Ltd (hereinafter referred to as the "party"), according to the China Securities Regulatory Commission "listed companies supervision guidelines No. second - listed companies to raise funds management and use of regulatory requirements", the Shanghai Stock Exchange "listed companies to raise funds management measures" and other laws and regulations, and the company's "fund raising management system" and other provisions, signed in Fuzhou, "the three party financing supervision agreement", "the three party financing supervision agreement" and the Shanghai stock exchange's "raise fund account storage three party regulatory agreement" model (there is no significant difference).

As of the date of this announcement, the company's new information on raising funds is as follows:

Three, the main contents of the three party supervision agreement.

(I) Party A has opened a special account for the raised funds (hereinafter referred to as "special account") in Party B, which is only used for the storage and use of the raised funds of Party A's public issuance of convertible corporate bonds, and shall not be used for other purposes.

(two) both parties shall abide by the laws, regulations and regulations of the People's Republic of China law on negotiable instruments, the payment and settlement method, and the management of renminbi settlement accounts.

(3) as the recommendation agency of Party A, Party C shall appoint a recommendation representative or other staff to supervise the use of the raised funds of Party A in accordance with the relevant provisions. Party C shall perform its supervision duties in accordance with the measures for the administration of securities issuance and listing recommendation business, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange and the management system for funds raised formulated by Party A, and shall have the right to exercise its supervision power by means of on-site investigation, written inquiry, etc. Party A and Party B shall cooperate with Party C's investigation and inquiry. Party C shall check the storage of the special account of raised funds at the same time when conducting on-site investigation on Party A every half year.

(IV) Party A authorizes Zhu Xiangjian and Guo Xuan, the recommendation representatives designated by Party C, to visit Party B at any time to inquire and copy the information of Party A's special account; Party B shall timely, accurately and completely provide them with the required information of the special account.

The recommendation representative shall provide his / her own legal identity certificate when inquiring about the special account of Party A to Party B; other staff designated by Party C shall provide his / her own legal identity certificate and company introduction letter when inquiring about the special account of Party A to Party B.

(V) Party B shall issue a statement to Party A on a monthly basis (before the 5th day of each month) and send a copy to Party C. Party B shall ensure that the statement is true, accurate and complete.

(six) Party A accumulatively withdraws more than 50 million yuan from the account or deducts the issuance fee within one or 12 months.

After 20% of the net amount (whichever is lower), Party B shall notify Party C by fax in time, and provide a list of expenses for the account.

(7) Party C has the right to change the designated recommendation representative in accordance with the relevant provisions. If Party C changes the recommendation representative, it shall notify Party B in writing of the relevant supporting documents, and at the same time notify Party A and Party B in writing of the contact information of the replaced recommendation representative in accordance with the requirements of Article 12 of the agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.

(VIII) if Party B fails to timely issue a statement to Party C for three consecutive times and fails to cooperate with Party C in the investigation of the special account, Party A has the right to unilaterally terminate this Agreement and cancel the special account for raised funds.

(IX) if Party C finds that Party A and Party B fail to perform this Agreement as agreed, it shall timely report to Shanghai Stock Exchange after knowing relevant facts.

(x) this Agreement shall come into force from the date when the legal representatives of Party A, Party B and Party C or their authorized representatives sign and affix the official seals of their respective units, and shall become invalid from the date when all the funds in the special account have been expended and the account has been closed according to law.

Notice hereby.

Board of directors of Fujian fortune Limited by Share Ltd

November 12, 2019