Innuovo Technology Co.Ltd(000795)
Management system of raised funds
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the raising of funds by Innuovo Technology Co.Ltd(000795) (hereinafter referred to as “the company”), standardize the use of the raised funds and effectively protect the interests of investors, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The China Securities Regulatory Commission issued the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws This system is formulated in accordance with the requirements of laws and regulations, normative documents and the articles of association and in combination with the actual situation of the company.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised by the company from investors for specific purposes through the issuance of shares (including initial public offering, post listing allotment, additional issuance, issuance of convertible corporate bonds, separately traded convertible corporate bonds, warrants, etc.) and their derivatives.
Article 3 the application documents for the use of the raised funds shall not be changed in line with the commitment of the company to use the raised funds prudently.
If the investment project of raised funds 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 this system.
Article 4 anyone who violates this system and causes losses to the company shall be punished to the relevant responsible person according to the specific situation, and the relevant responsible person shall bear the corresponding responsibility according to law.
Chapter II deposit of raised funds in special account
Article 5 in order to facilitate the management, use and supervision of the use of the raised funds, the company implements the storage system of the special account for the raised funds (hereinafter referred to as the “special account”).
Article 6 the raised funds of the company shall be deposited in a special account approved by the board of directors for centralized management, and the special account shall not be used for non raised funds or other purposes. The funds required for the same investment project shall be stored in the same special account, and the number of special accounts for raised funds shall not exceed the number of investment projects with raised funds. If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively. If the actual net amount of raised funds exceeds the planned amount of raised funds, it shall also be deposited in the special account for raised funds.
Article 7 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the sponsor or independent financial adviser and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”) within one month after the raised funds are in place. The agreement shall at least include the following contents:
(I) the company shall centrally deposit the raised funds in a special account;
(II) the account number of the special account for raised funds, the items of raised funds 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 10% of the net amount of the total amount of the issued funds after deducting the issuance expenses (hereinafter referred to as the “net amount of the raised funds”), the commercial bank shall timely notify the sponsor or independent financial adviser;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the sponsor or independent financial adviser; (V) the sponsor or independent financial consultant can inquire about the special account information at the commercial bank at any time;
(VI) if a commercial bank fails to issue a bank statement to the sponsor or independent financial adviser in time or notify the special account of large withdrawals for three times, and fails to cooperate with the sponsor or independent financial adviser in querying and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds;
(VII) the supervision responsibilities of the sponsor or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the sponsor or independent financial adviser and the commercial bank on the use of the company’s raised funds;
(VIII) rights, obligations and liabilities for breach of contract of the company, commercial banks, sponsors or independent financial advisers. 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, the commercial bank, the sponsor or the independent financial consultant shall jointly sign a tripartite 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 the 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 company shall actively urge commercial banks to fulfill the agreement.
Chapter III use of raised funds
Article 9 the raised funds must be used in strict accordance with the investment projects, investment amount and investment time promised in the prospectus or prospectus, and shall be used for a special purpose. In case of any situation that may seriously affect the normal operation of the investment plan of the raised funds, the company shall make a timely announcement.
Article 10 when using the raised funds, the company shall strictly perform the application and approval procedures and report to the office of the board of directors for the record.
Article 11 the investment projects with raised funds shall be implemented in strict accordance with the planned progress of the board of directors. The executive department shall refine the specific work progress to ensure that all work can be completed according to the planned progress, and regularly provide the work plan and actual progress to the finance department and the office of the board of directors. If the project cannot be completed as planned due to unforeseen objective factors, the company shall timely perform the reporting and announcement obligations in accordance with relevant regulations.
Article 12 the company may conduct cash management on the temporarily idle raised funds, and its investment products shall meet the following conditions:
(I) principal guaranteed products with high security such as structured deposits and certificates of deposit;
(II) the fund raising plan shall not affect the normal liquidity.
Investment products shall not be pledged, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. If the special settlement account for products is opened or cancelled, the company shall make a timely announcement.
The use of idle raised funds to invest in products shall be examined and approved by the board of directors of the company, and the independent directors, the board of supervisors, sponsors or independent financial advisers shall express their explicit consent. The company 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 time of raising, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) the use of the raised funds and the reasons for the idle of the raised funds;
(III) the amount and term of idle raised funds investment products, whether there is any behavior of changing the purpose of raised funds in a disguised form, and measures to ensure that the normal progress of raised funds projects will not be affected;
(IV) income distribution mode and investment scope of investment products, principal guarantee commitment and safety analysis provided by the product issuer, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
In case of 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.
Article 13 the company’s use of idle raised funds to supplement working capital temporarily is limited to the production and operation related to its main business, 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 funds raised for temporary replenishment of working capital have been returned;
(III) the maximum time for a single replenishment of working capital shall not exceed 12 months;
(IV) do not use idle raised funds to directly or indirectly conduct securities investment, derivatives trading and other high-risk investment.
Article 14 Where the company uses idle raised funds to temporarily 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 time of raising, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of raised funds;
(III) the amount and term 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, the reasons for the shortage of working capital, whether there is any behavior of changing the purpose of raised funds in a disguised form, and the measures to ensure that the normal progress of the raised funds project will not be affected;
(V) opinions issued by independent directors, board of supervisors, sponsors 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 a timely announcement after all the capital is returned.
Article 15 the part of the net amount of funds actually raised by the company that exceeds the amount of funds planned to be raised (i.e. over raised funds) shall be submitted to the board of directors or the general meeting of shareholders for deliberation and approval according to the actual production and operation needs of the enterprise, and then used in a planned manner in the following order:
(I) supplement the fund gap of the project invested by the raised funds;
(II) for projects under construction and new projects;
(III) repayment of bank loans;
(IV) temporarily replenish working capital;
(V) cash management;
(VI) permanent replenishment of working capital.
If the company’s over raised funds are used for permanent replenishment of working capital or repayment of bank loans, the cumulative amount shall not exceed 30% of the total amount of over raised funds within 12 months, and shall be deliberated and approved by the company’s general meeting of shareholders, and the online voting method shall be provided. The independent directors, board of supervisors, sponsors or independent financial advisers shall express their explicit consent and disclose. The company shall promise not to make high-risk investment or provide financial assistance to others within 12 months after replenishing working capital and disclose it.
If the over raised funds are used for projects under construction and new projects, the independent directors, the board of supervisors, the sponsors or independent financial advisers shall express their explicit consent. The obligation to review and disclose assets, related party transactions, etc. shall also be performed in accordance with the listing rules.
Article 16 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 related parties, and take effective measures to prevent related parties from using the raised funds to invest in projects to obtain illegitimate interests.
Article 17 the investment projects of raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and shall not be invested directly or indirectly in companies whose main business is the trading of securities.
The company shall not use the raised funds for pledge, entrusted loan, entrusted financial management or other investments that change the purpose of the raised funds in a disguised form.
Article 18 the company shall truthfully, accurately and completely disclose the actual use of the raised funds. The board of directors shall comprehensively check the progress of the investment projects with raised funds every half year, issue and disclose the special report on the storage and actual use of the company’s raised funds. During the annual audit, the company shall employ an accounting firm to issue an assurance report on the storage and use of the raised funds.
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. In case of using idle raised funds to invest in products in the current period, the company shall disclose the income in the reporting period and the investment share, signatory, product name, term and other information at the end of the reporting period.
Article 19 in case of any of the following circumstances in a project invested with raised funds, the company shall inspect the 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 investment plan of the previously raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal situations in the investment projects with raised funds.
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 20 if the company replaces the self raised funds that have been invested in the investment projects of the raised funds 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 assurance report issued by the accounting firm, the express consent of the independent director, the board of supervisors, the sponsor or the independent financial consultant and the performance of the obligation of information disclosure, The replacement time shall not exceed six months from the arrival time 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 21 if the company changes the implementation location of the investment project with raised funds, it shall make a timely announcement after being deliberated and approved by the board of directors of the company, explaining the situation and reasons of the change, the impact on the implementation of the investment project with raised funds, and the opinions issued by the sponsor or independent financial consultant.
Chapter IV change of investment direction of raised funds
Article 22 the funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents. If a listed company changes the use of funds listed in the prospectus or other public offering documents, it must make a resolution at the general meeting of shareholders.
Article 23 the following changes in the implementation of the company’s fund-raising projects compared with the company’s commitments at the time of fund-raising shall be deemed to change the purpose of the raised funds:
(I) cancel the original fund-raising projects and implement new projects;
(II) change the implementation subject of the investment project with raised funds (except for the change of the implementation subject between the listed company and its wholly-owned subsidiaries);
(III) change the implementation method of the project invested by the raised funds;
(IV) other circumstances identified by Shenzhen Stock Exchange as changes in the purpose of the raised funds.
Article 24 the investment direction of the raised funds after the change of the company shall, in principle, be invested in the main business.
Article 25 the board of directors of the company shall prudently analyze the feasibility of the investment project of the newly raised funds to be changed, be sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of the raised funds.
Article 26 the company changes the investment project of raised funds,
