Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to regulate the use and management of the raised funds of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as the “company”) and improve the efficiency of the use of the raised funds, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem (hereinafter referred to as the guidelines for standardized operation) and other relevant provisions of the articles of association, in combination with the actual situation of the company, These measures are hereby formulated.
Article 2 the term “raised funds” as mentioned in these Measures 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 listed companies through the implementation of equity incentive plans.
Article 3 the company shall improve its scientific decision-making level and management ability, conduct scientific analysis and prudent decision-making on the feasibility of investment projects with raised funds in strict accordance with relevant laws, regulations, normative documents and the articles of association, and strive to improve the profitability of the company.
The use of raised funds should be based on the principles of legality, compliance and pursuit of benefits, achieve careful planning, careful calculation and standardized operation, correctly grasp the investment opportunity and progress, correctly handle the relationship between investment amount, input-output and investment benefits, and control investment risks.
Article 4 the board of directors of the company is responsible for establishing and improving the system and ensuring the effective implementation of the measures. The measures for the administration of raised funds shall clearly stipulate the storage, use, change, supervision and accountability of the special account for raised funds. The management system of raised funds shall make clear provisions on the application for the use of raised funds, hierarchical examination and approval authority, decision-making procedures, risk control measures and information disclosure procedures.
Article 5 the directors, supervisors and senior managers of the company shall be diligent and responsible, urge the company to standardize the use of the raised funds, consciously maintain the safety of the raised funds, and shall not participate in, assist or connive at the company to change the purpose of the raised funds without authorization or in a disguised form.
Article 6 Where an investment project with raised funds is implemented through a subsidiary of the company or other enterprise controlled by the company, the company shall ensure that the subsidiary or other enterprise controlled by the company complies with the provisions on the management of raised funds. Article 7 after the raised funds are in place, the company shall go through the capital verification procedures in time, and the accounting firm with securities practice qualification shall issue the relevant capital verification report.
Article 8 where the company suffers losses (including economic losses and reputation losses) due to violation of these measures, the relevant responsible person shall be punished according to the specific circumstances; If necessary, the relevant responsible person shall bear the corresponding civil liability for compensation. Chapter II storage of raised funds
Article 9 the raised funds of the company shall follow the principle of centralized storage and easy supervision. The company carefully selects commercial banks to open special accounts for raised funds (hereinafter referred to as special accounts) and implements a special storage system for raised funds. The raised funds must 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.
If the company has more than two times of financing, special accounts for raised funds shall be set up 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 10 the company shall, within one month after the raised funds are in place, sign a tripartite supervision agreement (hereinafter referred to as the tripartite agreement) with the recommendation institution or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as the commercial bank). The tripartite 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 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.
The company shall timely announce the main contents of the agreement after the signing of the above agreement.
If the company implements the investment project with raised funds through the holding subsidiary, the company, the holding subsidiary implementing the investment project with raised funds, 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.
Article 11 the company shall adhere to the principles of efficient use and effective control. In principle, the number of special accounts for raised funds shall not exceed the number of investment projects with raised funds.
Chapter III use of raised funds
Article 12 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the prospectus or the commitments in 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 13 when the company invests in projects with raised funds, the capital expenditure must strictly comply with the provisions of the company’s fund management and these measures, and perform the examination and approval procedures. The company’s application, approval, execution authority and procedures for the use of raised funds are as follows: all fund expenditures of raised funds projects are first applied by the company’s raised funds use department (or subsidiary) → approved by the leaders of the company’s raised funds use department (or subsidiary) → approved by the company’s finance department → approved by the company’s general manager (Chairman).
The company strengthened the risk control of the use of raised funds through the above hierarchical approval procedures. The use of raised funds shall follow the hierarchical approval procedures: if the amount of raised funds used for a single time is less than 20% (inclusive), it shall be approved by the general manager of the company; If the amount of raised funds used for a single time is more than 20%, it shall be approved by the chairman of the company.
Article 14 the funds raised by the company 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 15 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 funds to invest in projects to obtain improper interests.
Article 16 when using the raised funds, the company shall perform the application and approval procedures in strict accordance with the relevant provisions of the company on fund management.
Article 17 Where the raised funds are used to purchase the assets or equity of individuals, legal persons or other organizations that have actual control over the company and their affiliates, the following provisions shall be followed: in principle, the acquisition shall be able to effectively avoid horizontal competition, reduce the continuous related transactions after the acquisition, or help the company expand new business, but it must be conducive to the long-term development of the company and effectively protect the interests of small and medium-sized investors;
Article 18 the temporarily idle raised funds can be managed in cash, and the term of their 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 idle raised funds are used for cash management, the following contents shall be announced in a timely manner after being deliberated and approved by the board of directors of the company:
(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 idle raised funds of the company are temporarily used to supplement working capital, they shall be limited to the production and operation related to the main business, and shall meet the following conditions:
(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 time for a 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 21 if the idle raised funds of the company are temporarily used to supplement working capital, the following contents shall be announced in time 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 investment projects with raised funds 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 22 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 23 in case of any of the following circumstances in a project invested with raised funds, the company shall re verify 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) it exceeds the completion period of the investment plan of the latest raised funds, and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) abnormal conditions 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 24 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 25 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 consultant shall give clear 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 26 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 25, 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 27 the company shall, in accordance with the development plan and the 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 the over raised funds)
