Shanghai Sk Automation Technology Co.Ltd(688155)
Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to further strengthen the management and application of the funds raised by Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “company”, “listed company” or “science and innovation company”) and protect the interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) The measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules” and the “Stock Listing Rules”) These measures are formulated in combination with the actual situation of the company in accordance with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the articles of association of Shanghai Sk Automation Technology Co.Ltd(688155) companies (hereinafter referred to as the “articles of association”).
If the investment project of raised funds is implemented through the company’s subsidiaries or other enterprises controlled by the company, the subsidiaries or other enterprises controlled by the company shall abide by these measures.
When a project invested with raised funds is constructed by establishing a joint venture with others, the joint venture shall formulate corresponding measures for the management of raised funds with reference to these measures.
Article 2 the term “raised funds” as mentioned in these Measures refers to the funds raised by the company through the issuance of securities to unspecified objects (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and the issuance of securities to specific objects, but does not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 the raised funds shall be used for the purposes listed in the prospectus or other public offering documents. If the company changes the use of funds listed in the prospectus or other public offering documents, a resolution must be made by the general meeting of shareholders.
Article 4 a recommendation institution or an independent financial consultant shall, in accordance with the provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the science and innovation board and these measures, continuously supervise the management and use of the funds raised by the science and innovation company.
Article 5 where the company suffers losses (including economic losses and reputation losses) due to violation of these measures, the company shall punish the relevant responsible person according to the specific circumstances, and the relevant responsible person shall bear the corresponding civil compensation liability when necessary.
Chapter II deposit of raised funds in special account
Article 6 after the raised funds are in place, the company shall timely go through the capital verification procedures, and immediately organize the use of the raised funds in accordance with the investment direction of the raised funds promised in the prospectus or other public offering documents.
Article 7 the principle of centralized storage and convenient supervision shall be adhered to in the storage of raised funds.
Article 8 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”), and the raised funds of the company shall be deposited in the special accounts approved by the board of directors for centralized management.
The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 9 the company shall, within one month after the receipt of the raised funds, 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”). The agreement shall at least include the following contents:
(I) the company shall centrally deposit the raised funds in the special account for raised funds;
(II) the commercial bank shall provide the scientific and technological innovation company with the bank statement of the special account for raising funds every month, and send a copy to the recommendation institution or independent financial adviser;
(III) the recommendation institution or the independent financial consultant may inquire the information of the special account for raised funds at the commercial bank at any time;
(IV) liabilities for breach of contract of science and innovation companies, commercial banks, recommendation institutions or independent financial advisers.
If the above agreement is terminated in advance due to the change of the sponsor, independent financial adviser or commercial bank before the expiration of the term of validity, the company shall sign a new agreement with the relevant parties within one month from the date of termination of the agreement. Article 10 Where a company implements a raised investment project through a holding subsidiary or other entities, a tripartite supervision agreement shall be signed jointly by the company, the company implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers. The company and the company implementing the raised investment project shall be regarded as one of the common parties.
Chapter III use of raised funds
Article 11 the company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents. In case of any situation that seriously affects the normal progress of the use plan of the raised funds, the company shall make a timely announcement. Article 12
If the plan for raising and using funds needs to be approved by the general meeting of shareholders, the effective procedures for raising and using funds from the company shall be approved before the general meeting of shareholders is held.
Article 13 the board of directors of the company shall fully demonstrate the feasibility of the investment project with raised funds, be sure that the investment project has good market prospects and profitability, effectively prevent investment risks and improve the efficiency of the raised funds. Article 14 in principle, the raised funds of the company shall be used for the main business and invested in the field of scientific and technological innovation. The company shall not commit any of the following acts when using the raised funds:
(I) except for financial enterprises, the raised funds are used to carry out entrusted financial management (except cash management), entrusted loans and other financial investments, securities investment, derivatives investment and other high-risk investments, as well as direct or indirect investment in companies whose main business is the purchase and sale of securities;
(II) changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
(III) provide the raised funds directly or indirectly to the controlling shareholder, actual controller and other related persons for use, so as to facilitate the related persons to obtain illegitimate interests by using the raised investment project;
(IV) other acts in violation of the provisions on the management of raised funds.
Article 15 the company shall ensure the authenticity and fairness of the use of the raised funds. The controlling shareholders and actual controllers of the company shall not directly or indirectly occupy or misappropriate the funds raised by the company, and shall not use the company’s raised funds and the investment projects of the raised funds (hereinafter referred to as “raised investment projects”) to obtain illegitimate interests.
Article 16 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.
Article 17 If there is any difference between the actual investment progress of the raised project 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 18 in case of the following circumstances in the project invested with raised funds, the company shall re demonstrate the feasibility and expected income of the project invested with raised funds, decide whether to continue to implement the project, and disclose the progress of the project, the causes of abnormalities and the adjusted project invested with raised funds (if any) in the latest periodic report:
(I) significant changes have taken place in the market environment involved in the raised investment project;
(II) the raised investment project has been put on hold for more than one year;
(III) the completion period of the investment plan of the raised funds is exceeded and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances occur in the project invested with raised funds.
Article 19 If the company decides to terminate the original investment project with raised funds, it shall select a new investment project in a timely and scientific manner.
Article 20 if the company invests self raised funds into projects invested with raised funds in advance, it can replace the self raised funds with the raised funds within 6 months after the arrival of the raised funds. The matter of replacement shall be examined and approved by the board of directors of the company, and an assurance report shall be issued by an accounting firm, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall express their explicit consent. The company shall make an announcement within 2 trading days after the meeting of the board of directors.
Article 21 the temporarily idle raised funds can be managed in cash, and the invested products must meet the following requirements: (I) high safety;
(II) conditions with good liquidity shall not affect the normal operation 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 report to Shanghai stock exchange for filing and announcement within 2 trading days.
Article 22 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, the recommendation institution or the independent financial adviser shall express their explicit consent. The company shall announce the following contents within two 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, recommendation institutions or independent financial advisers.
Article 23 If a company uses idle raised funds to supplement working capital temporarily, it shall meet the following conditions:
(I) the purpose of the raised funds shall not be changed in a disguised form, and the normal progress of the investment plan of the raised funds shall not be affected; (II) it is 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 for the trading of stocks and their derivatives, convertible corporate bonds, etc; (III) the time for a single replenishment of working capital shall not exceed 12 months.
(IV) the funds previously raised for temporary replenishment of working capital that have been returned and have expired (if applicable). If the company uses idle raised funds to supplement working capital temporarily, it shall be deliberated 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 report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
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 report to the Shanghai Stock Exchange and make an announcement within two trading days after the return of all the capital.
Article 24 the part of the net amount of the company’s actual raised funds exceeding the amount of the planned raised funds (hereinafter referred to as “over raised funds”) can be used to permanently supplement the working capital or repay the bank loan, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, and it shall promise not to make high-risk investment and provide financial assistance to objects other than holding subsidiaries within 12 months after supplementing the working capital.
The provisions of the preceding paragraph shall not apply to the joint investment of the company and professional investment institutions in investment funds related to its main business, or market-oriented investment funds such as industrial investment funds in poor areas and poverty alleviation public welfare funds.
Article 25 If the shareholders’ meeting or the board of directors of the independent bank or the board of directors of the independent bank approves the way of voting, it shall provide the supplementary working capital for the company to be used for the permanent repayment of the loan, or the independent bank or the board of directors shall give a clear opinion on the way of voting. The company shall report to the Shanghai Stock Exchange within 2 trading days after the meeting of the board of directors and announce the following contents:
(I) the basic information of the raised funds, including the time of raising, the amount of raised funds, the net amount of raised funds, the amount of over raised funds, etc;
(II) commitment not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital;
(III) opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
Article 26 If the company uses the over raised funds for the projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, conduct the feasibility analysis of the investment projects scientifically and prudently, submit them to the board of directors for deliberation and approval, and the independent directors, the board of supervisors, the recommendation agency or the independent financial consultant shall give explicit consent and timely fulfill the obligation of information disclosure.
If the company plans to use the over raised funds for a single time to reach 50 million yuan and more than 10% of the total over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
Article 27 after the completion of a single or all raised capital investment project, the company’s use of the surplus raised capital (including interest income) of the project for other purposes shall be subject to the deliberation and approval of the board of directors and the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised funds (including interest income) are less than 10 million yuan, the above procedures may be exempted, but the company shall disclose the use of relevant raised funds in the annual report.
Chapter IV alteration of investment projects with raised funds
Article 28 the funds raised by the company shall be used for the purposes listed in the prospectus or the prospectus. In case of any change of the company’s raised investment project, the change can only be made after the deliberation and approval of the board of directors and the general meeting of shareholders and the express consent of the independent director, the board of supervisors, the recommendation institution or the independent financial adviser.
Article 29 If the company only changes the implementation location of the raised investment project, it may be exempted from the procedures in the preceding paragraph, but it shall be deliberated and approved by the board of directors of the company, and the reasons for the change and the opinions of the sponsor or independent financial adviser shall be announced within two trading days.
Article 30 in principle, the raised investment projects after the change of the company shall be invested in the main business.
Article 31 the company shall scientifically and prudently analyze the feasibility of the investment project with newly raised funds, make sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 32 If the company intends to change the purpose of raising funds, it shall report to Shanghai Stock Exchange within two trading days after submitting it to the board of directors for deliberation and announce the following contents:
(I) basic information of the original project and specific reasons for the change;
(II) basic information and risk tips 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 the change of raised investment projects;
(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 Shanghai Stock Exchange.
If a new project involves related party transactions, asset purchases or foreign investment, it shall also be disclosed with reference to the provisions of relevant rules.
Article 33 Where the company plans to transfer or replace the raised investment projects to the outside world (all the raised investment projects have been transferred to the outside world during the company’s major asset restructuring)
