Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Management system for the use of raised funds
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to regulate the management of the raised funds of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (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 (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of initial public offering and listing, and the measures for the administration of securities issuance of listed companies This system is formulated in combination with the actual situation of the company, including laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as 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.
Article 3 the company shall use the raised funds prudently, ensure that the use of the raised funds is consistent with the commitments in the issuance application documents, and shall not change the investment direction of the raised funds at will.
The company shall truthfully and accurately 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, it shall be announced in time.
Where the investment project of raised funds is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other enterprises controlled by the company comply with this system.
Article 4 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.
The recommendation institution shall be responsible for the management of the company’s raised funds during the period of continuous supervision. The recommendation institution and the recommendation representative shall perform the continuous supervision of the company’s raised funds management in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant provisions of this system.
Chapter II deposit of raised funds in special account
Article 5 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special 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.
When the company has more than two times of financing, it shall set up a special account for raised funds independently. The funds required for the same investment project shall be deposited in the same special account.
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 for management. Article 6 after the raised funds are in place, the company shall timely handle the capital verification, hire an accounting firm to issue a capital verification report, and sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the sponsor or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as the “commercial bank”) within one month. 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 items of raised funds involved in the special account and the deposit amount;
(III) if the company withdraws more than 50 million yuan from the special account or 20% of the total amount of the special account in one or 12 months, the company and 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) 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;
(VII) rights, obligations and liabilities for breach of contract of the company, commercial banks, sponsors or independent financial advisers; (VIII) if the commercial bank fails to issue a statement of account or notify the sponsor or independent financial consultant of the large amount withdrawal of the special account for three times, and fails to cooperate with the sponsor in querying and investigating the information of the special account, the company may terminate the agreement and cancel the special account for raised funds.
After the signing of the above agreement, the company shall report to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for filing and announce the main contents of the agreement.
Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite agreement shall be signed by the company, the holding subsidiary implementing the investment project with raised funds, a commercial bank, a sponsor or an independent financial consultant, and the company and its holding subsidiary shall be regarded as a common party.
If the above three-party 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 three-party agreement, and make an announcement after reporting to Shenzhen stock exchange for filing.
Chapter III use of raised funds
Article 7 the funds raised by the company shall be used for the purposes listed in the prospectus or other public offering documents. Where a company changes the use of funds listed in the prospectus or other documents for public offering and raising, a resolution must be made by the general meeting of shareholders.
Article 8 in principle, the funds raised by the company shall be used for its main business. 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 temporarily idle raised funds can be managed in cash, and the invested products must meet the following conditions:
(I) principal guaranteed products with high security such as structured deposits and certificates of deposit;
(II) 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 timely report to Shenzhen stock exchange for filing and 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 and the recommendation institution shall express their explicit consent. The company shall announce the following contents within 2 trading days 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) use of 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, investment scope and safety of investment products;
(V) opinions issued by independent directors, board of supervisors and recommendation institutions.
The company shall not use the raised funds for pledge, entrusted loan or other investment that changes the purpose of the raised funds in a disguised form.
Article 9 the financial department of the company shall make specific provisions on the application, examination and approval, execution authority and procedures for the use of raised funds.
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 10 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 every half year and every year, and hire an accounting firm to issue an assurance report on the storage and use of the raised funds every year. The company shall disclose the assurance report issued by the accounting firm and the periodic report in the qualified media at the same time.
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 recently disclosed raised funds investment plan 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 11 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 projects 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) other abnormal circumstances 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 12 If the company invests the raised capital investment project in advance with the self raised capital, it can replace the self raised capital with the raised capital within 6 months after the arrival of the raised capital. The replacement shall be deliberated and approved by the board of directors, and the accounting firm shall issue an assurance report, which shall be clearly agreed and disclosed by the independent director, the board of supervisors, the sponsor or the independent financial consultant.
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 13 the raised funds temporarily idle may be used to supplement the working capital temporarily. The temporary replenishment of working capital is limited to the production and operation related to the main business, and shall meet the following conditions:
(I) the purpose of the raised funds shall not be changed in a disguised form;
(II) it shall not affect the normal progress of the investment plan of the raised funds;
(III) the maximum duration of a single replenishment of working capital shall not exceed 12 months;
(IV) the amount of single replenishment of working capital shall not exceed 50% of the amount of raised capital;
(V) the previously raised funds used for temporary replenishment of working capital have been returned;
(VI) it shall not be directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc;
(VII) after being deliberated and approved by the board of directors of the company, the independent directors, the board of supervisors and the recommendation institution express their explicit consent and disclose them.
Article 14 the company’s use of idle raised funds to supplement working capital shall be examined and approved by the board of directors, and shall report to the Shenzhen Stock Exchange within 2 trading days and announce the following contents:
(I) basic information of the funds raised this time, including the time, amount, net amount and investment plan of the funds raised;
(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 investment direction 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 SZSE.
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.
Article 15 the company shall, according to the actual production and operation needs of the enterprise, submit it to the board of directors or the general meeting of shareholders for deliberation and approval, and use the over raised funds in a planned manner in the following order:
(I) supplementary funds raised for the project;
(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 uses the over raised funds for projects under construction and new projects, it shall use them according to the progress of projects under construction and new projects. When the company uses the over raised funds for projects under construction and new projects, the sponsor or independent financial consultant and independent directors shall issue special opinions. If the project involves related party transactions, asset purchases, foreign investment, etc., it shall also perform the review procedures and information disclosure obligations in accordance with Chapter VI of the stock listing rules of the exchange. If the company uses the over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the general meeting of shareholders. The independent directors, the board of supervisors, the sponsors or independent financial advisers shall express their explicit consent and disclosure, and shall meet the following requirements:
(I) the company shall promise not to make high-risk investments such as securities investment and derivatives trading within 12 months after replenishing working capital, and provide financial assistance to objects other than holding subsidiaries and disclose to the public;
(II) the company shall repay the bank loan or supplement the working capital according to the actual demand, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds.
Chapter IV change of investment direction of raised funds
Article 16 Where the company has any of the following circumstances, it shall be deemed that the investment direction of the raised funds has changed:
(I) cancel or terminate the original fund-raising projects and implement new projects;
(II) change the implementation subject of the project invested by raised funds (except for the change of the implementation subject between the company and its wholly-owned subsidiaries);
(III) change the implementation method of the project invested by the raised funds;
(IV) other situations where the raised funds are recognized by SZSE.
Article 17 the company shall not change the investment direction of the raised funds until it is reviewed by the board of directors and approved by the general meeting of shareholders. In principle, the investment direction of the raised funds after the change of the company shall be invested in the main business.
Article 18 the board of directors of the company shall scientifically and prudently select new investment projects, conduct feasibility analysis on new investment projects, and be sure that the investment projects have good market prospects and profitability, can effectively prevent investment risks and improve the use efficiency of raised funds.
Article 19 Where the company intends to change the investment direction of the raised funds, it shall report to the Shenzhen Stock Exchange and 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;
