Wuhan Tianyu Information Industry Co.Ltd(300205)
Management system for the use of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) and improve the efficiency of the use of the raised funds, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the provisions on the report on the use of the previously raised funds, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”)“ This system is formulated in accordance with the provisions of the articles of association.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised from investors and used for specific purposes by the company through the issuance of shares and their derivatives, but does not include the funds raised by the implementation of the equity incentive plan.
Article 3 the board of directors of the company is responsible for establishing and improving the management system for the use of the company’s raised funds and ensuring the effective implementation of the system.
Article 4 if the investment project of 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 the management system for the use of raised funds.
Chapter II deposit of raised funds in special account
Article 5 the raised funds of the company shall be deposited in a special account (hereinafter referred to as “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 raised funds for more than two times, it shall set up special accounts for raised funds respectively.
The net amount of the actually raised funds exceeding the amount of the planned raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the special account for the management of the raised funds.
Article 6 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”) within one month after the arrival of the raised funds. The agreement shall at least 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 raised investment projects involved in the special account and the deposit amount;
(III) if the amount withdrawn from the special account by the company in one time or within 12 months exceeds 50 million yuan or 20% of the net raised funds, the company and commercial banks 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 to the recommendation institution or notify the special account of large amount withdrawal for three times, and fails to cooperate with the recommendation institution or independent financial consultant to inquire and investigate the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
The company shall timely announce the main contents of the agreement after the signing of the above agreement.
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 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 a timely announcement.
Chapter III use of raised funds
Article 7 the company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. 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 8 the raised investment projects of the company shall not be financial investments such as entrusted financial management and entrusted loans, as well as high-risk investments such as securities investment and derivatives investment, and shall not be invested directly or indirectly in companies whose main business is the trading of securities.
The company shall not change the purpose of the raised funds in a disguised form through pledge or other means.
Article 9 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 their affiliates, and take effective measures to prevent the affiliates from using the raised investment projects to obtain improper interests.
Article 10 the company’s authority and procedures for the approval and execution of the use of raised funds are as follows:
(I) the use plan of the company’s raised funds can only be implemented after being reviewed and approved by the board of directors or the general meeting of shareholders in accordance with the relevant provisions of the system;
(II) when the raised funds are actually used, the specific user department (unit) shall fill in the application form, which can be used only after being approved by the deputy general manager in charge and reviewed by the audit department and the finance department.
Article 11 the board of directors of the company shall comprehensively check the progress of the raised investment projects every six months, issue semi annual and annual special reports on the storage and use of the raised funds, and disclose them together with the regular reports 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 raised investment project 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 investment project and the estimated use amount of the last disclosed investment plan of the raised funds in the current year exceeds 30%, the company shall adjust the investment plan of the raised funds, 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 12 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 and decide whether to continue to implement the project:
(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 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 raised investment project.
The company shall disclose the progress of the project, the reasons for abnormalities and the adjusted investment plan of raised funds (if any) in the latest periodic report.
Article 13 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 14 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 issuance of the assurance report by the accounting firm, the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant and the performance of the obligation of information disclosure.
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 15 if the idle raised funds of the company are temporarily used to supplement the working capital, 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 and make an announcement within 2 trading days, 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.
When idle raised funds are used to supplement working capital, they are limited to the production and operation related to the main business, and shall not be directly or indirectly arranged for the placement and purchase of new shares, or used for securities investment such as stocks and their derivatives, convertible corporate bonds, derivatives trading and other high-risk investments.
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. 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 16 if the company’s over raised funds reach or exceed the planned amount of raised funds, the company shall properly arrange the use plan of the over raised funds according to the company’s development plan and actual production and operation needs, and timely disclose it after being submitted to the board of directors for deliberation and approval.
Independent directors, sponsors or independent financial advisers shall express independent opinions on the rationality, compliance and necessity of the use plan of over raised funds, and disclose them at the same time with the relevant announcements of the company.
If the planned single use of over raised funds 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.
In principle, the over raised funds shall be used for the company’s main business, and shall not be used for holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management (except cash management) and other financial investments, or carrying out 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.
Article 17 Where the over raised funds are used to supplement the working capital temporarily, it shall be regarded as using the idle raised funds to supplement the working capital temporarily.
Article 18 the company may conduct cash management on the temporarily idle raised funds (including over raised funds), and its investment products must meet the following conditions:
(I) the term of investment products shall not exceed 12 months
(II) high safety, meeting the capital preservation requirements;
(III) good liquidity 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 company uses idle raised funds for cash management, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall give explicit consent.
The company 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 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 is faced with major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Chapter IV change of purpose of raised funds
Article 20 in any of the following circumstances, the company shall be deemed to have changed the purpose of the raised funds:
(I) cancel the original raised investment projects and implement new projects;
(II) change the implementation subject of the raised investment project (except for the change of the implementation subject between the company and its wholly-owned subsidiaries); (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 21 the company shall not change the purpose of the raised funds until the board of directors and the general meeting of shareholders have deliberated and approved the proposal on changing the purpose of the raised funds.
Article 22 the board of directors of the company shall prudently analyze the feasibility of the new raised investment project to be changed, and be sure that the investment project has good market prospect and profitability, can effectively prevent investment risks and improve the use efficiency of raised funds.
The purpose of the raised funds after the change of the company shall be invested in the main business of the company.
Article 23 If the company intends to change the purpose of the raised funds, it shall announce the following contents within 2 trading days after submitting it to the board of directors for deliberation:
(I) basic information of the original project and specific reasons for the change;
(II) basic information, feasibility analysis, economic benefit analysis and risk prompt of the new project;
(III) investment plan for new projects;
(IV) description that the new project has been obtained or has yet to be approved by relevant departments (if applicable);
(V) opinions of independent directors, board of supervisors, recommendation institutions or independent financial advisers on changing the purpose of raised funds;
(VI) explanation that the change of raised investment project needs to be submitted to the general meeting of shareholders for deliberation;
(VII) other contents required by Shenzhen Stock Exchange.
If a new project involves related party transactions, asset purchases or foreign investment, it shall also be disclosed in accordance with the provisions of relevant rules.
Article 24 If the company intends to change the raised investment project into a joint venture, it shall carefully consider the necessity of joint venture on the basis of fully understanding the basic situation of the joint venture party, and the company shall hold shares to ensure effective control of the raised investment project.
Article 25 If the company changes the purpose of the raised funds for the acquisition of the assets (including interests) of the controlling shareholder or actual controller, it shall ensure that horizontal competition can be effectively avoided and related party transactions can be reduced after the acquisition.
The company shall disclose the reasons for the transaction with the controlling shareholder or actual controller, the pricing policy and basis of related party transactions, the impact of related party transactions on the company and the solutions to relevant problems.
Article 26 Where the company changes the implementation place of the raised investment project, it shall be deliberated and approved by the board of directors, and make an announcement within 2 trading days, explaining the change, the reasons, the impact on the implementation of the raised investment project, and the recommendation institution or independent financial consultant
