Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Use and management system of raised funds
(February 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the fund-raising behavior of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”), standardize the use of the raised funds and effectively protect the interests of the majority 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, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as the “Listing Rules”), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and administrative regulations This system is formulated in accordance with the relevant provisions of normative documents and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised by the company for specific purposes by issuing securities to unspecified objects or to specific objects (including stocks, convertible corporate bonds, etc.), but does not include the funds raised by the listed company through the implementation of the equity incentive plan.
Article 3 the funds raised by the company shall be stored, used and managed in accordance with the provisions of this system, and the use of funds shall be standardized, open and transparent.
Article 4 the board of directors of the company shall be responsible for the use and management of the raised funds, and the board of supervisors, independent directors and recommendation institutions of the company shall exercise supervision over the management and use of the raised funds.
Chapter II storage of raised funds
Article 5 the company shall establish a special storage system for raised funds. The raised funds shall be deposited in a special account approved by the board of directors (hereinafter referred to as the special account) for centralized management. The special account shall not be used for non raised funds or other purposes.
If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
Article 6 after the raised funds are in place, the company shall go through the capital verification procedures in time, and the capital verification report shall be issued by an accounting firm with securities practice qualification.
Article 7 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the recommendation institution or independent financial consultant and the commercial bank storing the raised funds, and timely report to Shenzhen stock exchange for filing and announce the main contents of the agreement.
The tripartite supervision agreement shall include the following contents:
(I) the company shall deposit the raised funds in a special account;
(II) the account number of the special account for raised funds, the investment projects of the raised funds involved in the special account and the deposit amount;
(III) if the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account in one time or within 12 months, the company and the commercial bank shall timely notify the recommendation institution or independent financial adviser; (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 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;
(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 consultant in time for three times, and fails to cooperate with the recommendation institution or independent financial consultant in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
If the above-mentioned 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.
Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite supervision agreement shall be jointly signed by the company, the holding subsidiary implementing the investment project with raised funds, commercial banks, recommendation institutions or independent financial advisers. The company and its holding subsidiary shall be regarded as a common party.
Article 8 the company shall actively urge commercial banks to fulfill the agreement. If a commercial bank fails to issue a statement of account to the recommendation institution in time for three consecutive times or notify the special account of large withdrawals, or fails to cooperate with the recommendation institution in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
Chapter III use and investment direction change of raised funds
Article 9 the company shall use the raised funds prudently to ensure that the use of the raised funds is consistent with the commitments in the prospectus or the prospectus, and shall not change the investment direction of the raised funds at will or change the purpose of the raised funds in a disguised form.
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, the company shall make a timely announcement.
Article 10 the raised funds shall not be used to carry out entrusted financial management (except cash management), entrusted loans and other financial investments, as well as high-risk investments such as securities investment and derivatives investment, and shall not be directly or indirectly invested in companies whose main business is the purchase and sale of securities.
The company shall not use the raised funds for pledge or other investments that change the purpose of the raised funds in a disguised form.
Article 11 the company shall ensure the authenticity and fairness of the use of the raised funds, prevent the raised funds from being illegally occupied or misappropriated by the controlling shareholders, actual controllers and their affiliates, and take effective measures to prevent the related parties from using the raised funds to invest in projects to obtain improper interests.
Article 12 the use of raised funds shall be applied for and approved in accordance with the following procedures:
(I) the specific user department fills in the application form;
(II) opinions signed by the person in charge of the financial department;
(III) approval by the general manager;
(IV) implemented by the financial department.
Article 13 the board of directors of the company shall comprehensively check the progress of the investment projects of the raised funds every half year, issue a special report on the storage and use of the raised funds for the half year and the year, and disclose it together with the regular report until the raised funds are used up and there is no use of the raised funds during the reporting period.
If there is any difference between the actual investment progress of the project invested with raised funds and the investment plan, the company shall explain the specific reasons. 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 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 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 14 in case of any of the following circumstances in a project invested with raised funds, the company shall re demonstrate the feasibility and expected income of the project and decide whether to continue to implement the project:
(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 latest raised capital investment plan and the amount of raised capital investment does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances occur in the project invested with raised funds.
The company shall disclose the progress of the project and the reasons for abnormalities in the latest periodic report. If it is necessary to adjust the investment plan of raised funds, the adjusted investment plan of raised funds shall be disclosed at the same time.
Article 15 when the company uses the raised funds for the following matters, it shall be deliberated and approved by the board of directors, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent:
(I) replace the self raised funds that have been invested in the investment projects 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) adjust the schedule of the project invested by the raised funds;
(VII) use the surplus raised funds.
If the company changes the purpose of the raised funds and uses the surplus raised funds to meet the deliberation standards of the general meeting of shareholders, it shall also be deliberated and approved by the general meeting of shareholders.
Article 16 if the company uses the surplus raised funds (including interest income) for other purposes after the completion of a single or all raised funds investment project, and the amount is less than 5 million yuan and less than 5% of the net raised funds of the project, it may be exempted from the procedures specified in Article 15, and its use shall be disclosed in the annual report.
If the use of surplus raised funds (including interest income) reaches or exceeds 10% of the net raised funds of the project and is higher than 10 million yuan, it shall also be deliberated and approved by the general meeting of shareholders.
Article 17 Where the company replaces the self raised funds that have been invested in the investment projects with the raised funds in advance, the accounting firm shall issue an authentication report. The company may replace the self raised funds with the raised funds within six months after the receipt of the raised funds.
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 18 a listed company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, meet the requirements of high safety and good liquidity, and shall not affect the normal progress 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 19 Where a listed company uses idle raised funds for cash management, it shall timely announce the following contents after the meeting of the board of directors:
(I) basic information of the funds raised this time, including the arrival time of the funds raised, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of the raised funds, idle conditions and reasons, whether there is any behavior of changing the purpose of the raised funds in a disguised form and measures to ensure that the normal progress of the raised funds project will not be affected;
(III) the issuer, type, investment scope, term, amount, income distribution mode, expected annualized rate of return (if any), and the specific analysis and description of the safety and liquidity of the investment products by the board of directors;
(IV) opinions issued by independent directors, the board of supervisors, recommendation institutions or independent financial advisers.
When the company finds that the financial situation of the issuer of investment products is deteriorating and the invested products are facing losses and other major risks, it shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 20 if the company decides to terminate the original investment project with raised funds, it shall select a new investment project in a timely and scientific manner.
Article 21 if the idle raised funds of the company are temporarily used to supplement working capital, it is limited to the main business
Professional related production, operation and use, and shall meet the following requirements:
(I) it shall not change the purpose of the raised funds in a disguised form or affect the normal operation of the investment projects of the raised funds;
(II) the funds raised for temporary replenishment of working capital have been returned;
(III) the amount of single replenishment of working capital shall not exceed 12 months;
(IV) the idle raised funds shall not be directly or indirectly used for high-risk investments such as securities investment and derivatives trading.
Article 22 idle raised funds used to supplement working capital must be deliberated and approved by the board of directors.
If the company uses idle raised funds to supplement working capital, it shall timely announce the following contents after the deliberation and approval of the board of directors:
(I) basic information of the funds raised this time, including the arrival time of the funds raised, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of raised funds, idle conditions and reasons;
(III) the reasons for the shortage of working capital, the amount and period 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, whether there is any behavior of changing the investment direction of raised funds in a disguised form, and measures to ensure that the normal progress of raised funds projects 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. If the company is expected to be unable to return this part of the funds to the special account for raised funds on schedule, it shall perform the review procedures in accordance with the requirements of the preceding paragraph before the due date and make a timely announcement. The contents of the announcement shall include the whereabouts of the funds, the reasons why they cannot be returned, the reasons and time limit for continuing to supplement working capital, etc. Article 23 a listed company shall, in accordance with the company’s development plan and actual production and operation needs, properly arrange the use plan of the part of the net amount of funds actually raised exceeding the amount of funds planned to be raised (hereinafter referred to as over raised funds), scientifically and prudently analyze the feasibility of the project, and timely disclose it after being submitted to the board of directors for deliberation and approval. The use plan announcement shall include the following contents:
(I) basic information of the raised funds, including the arrival time of the raised funds, the amount of the raised funds, the amount of the actual net raised funds exceeding the planned raised funds, the name and amount of the invested projects, the cumulative planned amount and the actual amount used;
(II) introduction to the projects planned to be invested, including the basic information of each project, whether related party transactions are involved, feasibility analysis, economic benefit analysis, investment schedule, description that the project has been obtained or has yet to be approved by relevant departments and risk tips (if applicable);
(III) independent opinions of independent directors, sponsors or independent financial advisers on the rationality, compliance and necessity of the use plan of over raised funds.
If the amount of over raised funds planned to be used for a single time reaches 50 million yuan and more than 10% of the total amount of over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
Article 24 Where a listed company uses the over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the board of directors and the general meeting of shareholders. The independent directors, the recommendation institution or the independent financial adviser shall express their explicit consent and disclosure, and shall meet the following requirements:
(I) the amount used for permanent replenishment of working capital and repayment of bank loans, every twelve years
