Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table for revision of management system for use of raised funds
Note: adding “delete line” indicates that the clause has been deleted, and “bold font” indicates that the clause has been added or modified.
Before and after revision
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”), improve the efficiency of the use of the raised funds, and improve the efficiency of the use of the raised funds in accordance with the management of the raised funds of the people’s Republic of China (“the company”), according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The company law of the people’s Republic of China on Shenzhen Stock Exchange, the securities law of the people’s Republic of China, the rules on the listing of GEM stocks of the exchange with the previously raised funds, the provisions on the standardized use report of GEM listed companies of Shenzhen Stock Exchange, the Listing Rules of gem stocks of Shenzhen Stock Exchange, Shenzhen operation guidelines and the provisions of the articles of association, Formulate this system. This system is formulated in accordance with the self regulatory guidelines for listed companies on the stock exchange No. 2 – standardized operation of companies listed on the gem and the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “raised funds” as mentioned in this system refers to the company’s public issuance of securities. Article 2 the term “raised funds” as mentioned in this system refers to the company’s issuance of shares and their derivatives (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, split varieties, funds raised from investors and used for specific purposes, but excluding convertible corporate bonds and warrants for equity off trading) and funds raised from non-public issuance of securities from investors’ incentive plan. Funds raised and used for specific purposes.
Article 3 the board of directors of the company is responsible for establishing and improving the management system of the company’s raised funds. Article 3 the board of directors of the company is responsible for establishing and improving the management system of the use of the company’s raised funds and ensuring the effective implementation of the system. And ensure the effective implementation of the system.
Article 4 Where an investment project with raised funds (hereinafter referred to as “raised investment project”) is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary of the subsidiary or other enterprises controlled by the company implements the project, The company shall ensure that the subsidiary or other controlled enterprises comply with the raised funds management system. The company or other controlled enterprises shall abide by the management system for the use of raised funds.
Article 6 the company shall, within one month after the receipt of the raised funds, sign a three-party supervision or independent financial consultant agreement with the recommendation institution, and the company shall, within one month after the receipt of the raised funds, sign a three-party supervision agreement with the commercial bank where the recommendation institution deposits the raised funds (hereinafter referred to as the “commercial bank”) The commercial bank that deposits the raised funds (hereinafter referred to as the “commercial bank agreement” (hereinafter referred to as the “agreement”). The agreement shall at least include the following contents: the bank shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”). The agreement shall at least include (I) the company shall deposit the raised funds in a special account; The following:
(II) the account number of the special account for raised funds, the items of raised funds involved in the special account and deposit (I) the company shall deposit the raised funds in the special account;
amount of money; (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 RMB (III) if the amount withdrawn from the special account by the company in one time or within 12 months exceeds RMB 10 million or 10% of the net raised funds, the company and commercial banks shall timely notify RMB 50 million or 20% of the net raised funds, The company and the commercial bank shall timely the recommendation institution; Notify the recommendation institution or independent financial advisor;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution; (IV) the commercial bank issues the bank statement to the company every month and sends a copy to the recommendation institution (V) the recommendation institution can inquire about the special account information at the commercial bank at any time; Or independent financial advisor;
(VI) the supervision responsibilities of the recommendation institution, the notification and cooperation responsibilities of the commercial bank, and (V) the recommendation institution or independent financial adviser can inquire about the supervision methods of the special recommendation institution and the commercial bank on the use of the raised funds of the company at any time at the commercial bank; Household information;
(VII) rights, obligations and liabilities for breach of contract of the company, commercial banks and recommendation institutions; (VI) the supervision responsibilities of the recommendation institution or independent financial adviser, the report of the commercial bank (VIII) the commercial bank fails to issue a statement of account or notify the special account of its responsibilities and cooperation in time for three times, and the large withdrawal of the company’s raised funds by the recommendation institution or independent financial adviser and the commercial bank, And the supervision mode of the use of funds in the case of failure to cooperate with the recommendation institution to query and investigate the information of the special account;
The company may terminate the agreement and cancel the special account for raised funds. (VII) the rights of the company, commercial banks, recommendation institutions or independent financial advisers, and the company shall timely announce the main contents of the agreement after all the agreements are signed. Obligations and liabilities for breach of contract;
If the company implements a raised investment project through a holding subsidiary, the company and the holding subsidiary implementing the raised investment (VIII) commercial bank that fails to timely issue a statement of account or notify the special account project to the recommendation institution three times shall jointly sign a tripartite supervision agreement with the recommendation institution to the large amount withdrawal, And failing to cooperate with the recommendation institution or independent financial consultant to inquire with the company and its holding subsidiaries shall be regarded as a common party. In case of investigating the information of the special account, 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 announce the main contents of the agreement in a timely manner after the signing of the above-mentioned agreement.
If a new agreement is signed with the relevant parties within one month from the date of signing and reported to Shenzhen Securities and Exchange Corporation in time to implement the raised investment project through the holding subsidiary, the company and the implementation raised investment exchange (hereinafter referred to as “Shenzhen Stock Exchange”) shall make an announcement after filing. If the holding subsidiaries, commercial banks, sponsors or independent financial advisers of the project jointly sign a tripartite supervision agreement, the company and its holding subsidiaries 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.
Article 8 the raised investment projects of the company shall not be held for trading financial assets and available for sale. Article 8 the raised investment projects of the company shall not be financial assets for sale such as entrusted wealth management and entrusted loans, financial investments such as lending to others and entrusted wealth management, direct or financial investments, and high-risk investments such as securities investment and derivatives investment, It shall not invest directly or indirectly in a company whose main business is the trading of securities. The investor indirectly invests in a company whose main business is trading securities.
The company shall not change the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means. Purpose.
Article 9 the company shall ensure the authenticity and fairness of the use of the raised funds. 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 other related persons, and take measures to prevent the raised funds from being occupied or misappropriated by the controlling shareholders, actual controllers and their related persons, And take effective measures to prevent related parties from using the raised investment project to obtain improper interests. Take effective measures to prevent related parties from using raised investment projects to obtain improper interests.
Article 11 the board of directors of the company shall comprehensively check the progress of raised investment projects every six months. Article 11 the board of directors of the company shall comprehensively check the progress of raised investment projects every six months. Issue a semi annual and annual special report on the deposit and use of raised funds, and disclose it at the same time with the actual use of raised funds in the year of the raised investment project and the latest periodic report on raised funds. Until the use of raised funds is completed and there is no raised investment plan within the reporting period, the difference between the expected use amount of the current year exceeds 30%, The company shall adjust the use of the raised funds. If there is a difference between the actual investment progress of the raised project and the investment plan in the special report on the annual storage and use of the raised funds, the company shall explain the latest annual investment plan of the raised funds, the current actual investment progress and the specific reasons expected after adjustment. The actual use of the raised funds in the year of the raised investment project, the latest disclosed annual investment plan of the raised investment project, and the reasons for the change of the investment plan. If the difference in the estimated use amount of the fund investment plan in the current year exceeds 30%, the company shall adjust the investment plan of the raised fund, and disclose the latest annual investment plan of the raised fund in the special report and regular report on the storage and use of the raised fund The current actual investment progress, the adjusted annual investment plan and the reasons for the change of the investment plan.
Article 14 Where the company replaces the self raised funds that have been invested in the project with the raised funds in advance, the self raised funds that have been invested in the project with the raised funds shall be examined and approved by the board of directors of the company. If the accounting firm issues an authentication report, the funds shall be examined and approved by the board of directors of the company It can be implemented only after the accounting firm issues the assurance report, the independent directors, the board of supervisors and the recommendation institution express their explicit consent, and fulfill the obligations of information disclosure and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser express their explicit consent. See and fulfill the obligation of information disclosure before implementation. The company may, within six months after the receipt of the raised funds, replace the self raised funds with the raised funds within six months after the company has disclosed in the issuance application document that it plans to replace the pre investment with the raised funds.
If self raised funds and the amount of investment is determined in advance, it shall be announced to the public before the replacement is implemented. 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 Where the idle raised funds of the company are temporarily used to supplement the working capital, it shall be. Article 15 Where 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 and the recommendation institution shall express their explicit consent, which 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
See and make an announcement within 2 trading days, and the following conditions shall be met: ask for express consent and make an announcement within 2 trading days, and the following article (I) shall not change the purpose of the raised funds or affect the investment plan of the raised funds in a disguised manner:
Normal operation; (I) the purpose of the raised funds shall not be changed in a disguised form or the investment plan of the raised funds shall not be affected; (II) the raised funds previously used for temporary replenishment of working capital have been returned (if appropriate);
Use); (II) the previously raised funds used for temporary replenishment of working capital have been returned (if applicable) (III) the time for single replenishment of working capital shall not exceed 12 months. Use);
Idle raising
