ST联合: 国旅文化投资集团股份有限公司募集资金使用与管理制度（2025年修订）

Core Viewpoint - The document outlines the regulations and management system for the use of raised funds by Guotour Cultural Investment Group Co., Ltd, emphasizing the importance of proper fund allocation, compliance with laws, and safeguarding investor rights [1][2][3]. Fund Management and Usage - The company must establish internal control systems for the management, usage, and supervision of raised funds, ensuring effective risk prevention and enhancing fund utilization efficiency [2][3]. - The board of directors and senior management are responsible for ensuring the safety of raised funds and must not alter the intended use without proper authorization [2][3]. - Funds must be used specifically for main business operations and should not be diverted for financial investments or to benefit related parties [6][11]. Fund Storage - Raised funds should be stored in a dedicated account approved by the board, and any excess funds must also be managed within this account [3][4]. - A tripartite supervision agreement must be signed with the financial advisor and the bank where the funds are stored, detailing the management and usage of the funds [4][5]. Fund Usage Guidelines - The company must adhere to the specified purposes outlined in the prospectus and cannot change the use of funds without proper procedures [6][10]. - If a project is delayed or requires changes, the company must reassess its feasibility and disclose the reasons and new plans [12][18]. - Temporary cash management of idle funds is allowed under strict conditions, ensuring it does not affect the main investment plans [9][10]. Reporting and Supervision - The company is required to disclose the actual usage of raised funds accurately and completely, with regular reports to the board and relevant authorities [15][16]. - Independent audits and reviews by financial advisors must be conducted at least biannually to ensure compliance and proper management of the funds [15][16]. Changes in Fund Usage - Any changes in the intended use of raised funds must be approved by the board and disclosed to shareholders, ensuring transparency and adherence to regulations [21][22]. - The company must provide detailed information regarding any new projects or changes in investment plans, including feasibility analyses and risk assessments [23][24].