Fund raising management system of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the “company”), protect the rights and interests of investors and improve the use efficiency of the raised funds, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the measures for the administration of the registration of initial public offering of shares on GEM (for Trial Implementation), and the measures for the administration of the registration of securities issuance of companies listed on GEM (for Trial Implementation) This system is formulated in accordance with the provisions of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and the actual situation of the company
Article 2 this system is applicable to the management of the company’s raised funds. The raised funds mentioned in this system refer to the funds raised from investors and used for specific purposes by the company through the issuance of shares (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, separately traded convertible corporate bonds, warrants, etc.) and non-public issuance of securities, but do not include the funds raised by the company through the implementation of equity incentive plan.
The company shall establish and improve the system for the storage, use, change, supervision and accountability of the raised funds, and clarify the hierarchical approval authority, decision-making procedures, risk control measures and information disclosure requirements for the use of the raised funds, so as to ensure the normal progress of the raised funds.
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 board of directors of the company is responsible for improving the system and ensuring the effective implementation of the system. If the raised capital investment project (hereinafter referred to as “raised investment project”) 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 3 the raised funds shall be used in accordance with the investment plan of the raised funds promised in the issuance application documents, the resolutions and approval procedures of the general meeting of shareholders and the board of directors, and the actual use and effect of the raised funds shall be disclosed as required.
Article 4 the use of raised funds shall adhere to the principles of careful planning, practicality, standardized operation and openness and transparency. The company shall fulfill the obligation of information disclosure on the investment direction of the raised funds and fully protect the investors’ right to know.
Article 5 the chief executive officer (president) shall be responsible for the centralized management of the raised funds and their investment projects; The Secretary of the board of directors is responsible for the information disclosure related to the management, use and change of the raised funds; The financial department is responsible for the daily management of the raised funds, including the opening and management of special accounts, the storage, use and account management of the raised funds. During the period of continuous supervision, the recommendation institution and its recommendation representative shall perform the recommendation responsibilities for the matters specified in this system, and carry out 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, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and the provisions of this system.
Chapter II special deposit account for raised funds
Article 6 the company’s raised funds shall be deposited in a centralized manner to facilitate supervision.
Article 7 after the raised funds are in place, the company shall go through the capital verification procedures in time, and an accounting firm with securities practice qualification shall issue a capital verification report.
Article 8 the company shall open a special account for raised funds (hereinafter referred to as “special account”) in a commercial bank, which shall not deposit non raised funds or be used for other purposes.
The company’s raised funds shall be deposited in a special account determined by the board of directors for centralized management. In principle, the number of special accounts for raised funds shall not exceed the number of projects invested by raised funds. If the company has raised funds for more than two times, special accounts for raised funds shall be set up respectively. If the actual net amount of raised funds exceeds the planned amount of raised funds (hereinafter referred to as “over raised funds”), it shall also be deposited in the special account for the management of raised funds.
Article 9 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution 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 tripartite 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, the deposit amount and term;
(III) if the company withdraws more than 10 million yuan or 10% of the total amount of the special account from the special account at one time or within 12 months, the company and the commercial bank shall notify the recommendation institution in time;
(IV) the commercial bank shall issue a statement of account to the company every month and send a copy to the recommendation institution;
(V) the recommendation institution can inquire the information of the special account at the commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution 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 and recommendation institutions;
（8） If a commercial bank fails to issue a bank statement to the recommendation institution in time for three times or notify the special account of large withdrawals, or fails to cooperate with the recommendation institution in querying and investigating the special account materials, 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 all the agreements are signed.
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 and the recommendation institution 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 due to the change of the recommendation institution 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, and report it to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for filing and announcement.
Article 10 where the company fails to fulfill the obligation of supervision or obstructs the commercial bank from fulfilling the agreement, the recommendation institution shall report to the Shenzhen Stock Exchange in time after knowing the relevant facts.
Chapter III use of raised funds
Article 11 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 timely report to the Shenzhen Stock Exchange and make an announcement. 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 12 the board of directors of the company shall prepare the corresponding use plan of the raised funds according to the use plan of the raised funds approved by the general meeting of shareholders of the company, and ensure that the use of the raised funds complies with the resolutions of the general meeting of shareholders of the company.
Article 13 the company must strictly perform the application and approval procedures for the use of the raised funds. All expenditures involving each raised fund shall be paid after being approved by the CEO (president) and the chief financial officer (or by the personnel with relevant authority specified in the approval process confirmed by the CEO and the chief financial officer) within the scope of authorization of the board of directors; If it exceeds the scope authorized by the board of directors, it shall be reported to the board of directors for approval.
Article 14 in principle, the funds raised by the company shall be used for its main business. Projects invested by raising 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 or other investment that changes the purpose of the raised funds in a disguised form. In order to avoid idle funds and give full play to the use efficiency of the raised funds, the raised funds can be converted into time deposits or agreement deposits on the premise of ensuring the implementation of the raised investment projects.
Article 15 the company shall comprehensively check the progress of raised investment projects after the end of each half fiscal year.
If the difference between the actual use of the raised funds in the year of the raised investment project and the estimated use amount of the raised funds investment plan disclosed last time exceeds 30%, the company shall adjust the investment plan of the raised funds, and disclose the latest annual investment plan of the raised funds, the current actual investment progress, the estimated annual investment plan after adjustment and the reasons for the change of the investment plan in the special description of the annual use of the raised funds.
Article 16 in case of any of the following circumstances in a raised investment project, the company shall assess the feasibility and expected income of the project
(I) significant changes have taken place in the market environment involved in the raised investment project;
(II) the raised investment project 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 raised investment projects are abnormal.
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 17 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 adviser shall express their explicit 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 18 If the company decides to terminate the original raised investment project, it shall select a new investment project in a timely and scientific manner. Article 19 Where the company replaces the self raised funds that have been invested in the raised investment projects in advance with the raised funds, it can only be implemented after the deliberation and approval of the board of directors, the assurance report issued by the accounting firm, the express consent of the independent directors, the board of supervisors and the recommendation institution and the performance of the obligation of information disclosure. 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 20 Where a company changes the implementation location of a raised investment project, it shall be examined and approved by the board of directors of the company, report to the Shenzhen Stock Exchange within 2 trading days, and announce the reasons for the change and the opinions of the recommendation institution.
If the company changes the implementation methods such as the implementation subject of the raised investment project and the purchase method of major assets, it is deemed to change the investment direction of the raised funds.
Article 21 if 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 and disclose, and shall meet the following conditions: (I) it shall not change the use of the raised funds in a disguised manner or affect the normal progress of the investment plan of the raised funds;
(II) the time for a single replenishment of working capital shall not exceed 12 months;
(III) the previously raised funds for temporary replenishment of working capital have been returned (if applicable);
The above matters shall be reviewed and approved by the board of directors of the company, and shall be reported to Shenzhen Stock Exchange and announced within 2 trading days.
When idle raised funds are used to supplement working capital, they are limited to the production and operation related to the main business, and shall not be directly or indirectly used for the placement and purchase of new shares, or for investing in stocks and their derivatives, convertible corporate bonds, etc.
Before the supplementary working capital expires, the company shall return this part of the capital to the special account for raised capital, and report to the Shenzhen Stock Exchange and make an announcement within 2 trading days after the return of all the capital.
Article 22 Where the company uses idle raised funds to supplement working capital, it shall disclose the following contents:
(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 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 investment projects with raised funds will not be affected;
(V) opinions issued by independent directors, board of supervisors and recommendation institutions;
(VI) other contents required by SZSE.
Article 23 If the company’s over raised funds reach or exceed the planned amount of raised funds, the company shall properly arrange the use plan of the over raised funds according to the company’s development plan and actual production and operation needs, and timely disclose it after being submitted to the board of directors for deliberation and approval. The use plan announcement shall include the following contents:
(I) basic information of the raised funds, including the arrival time of the raised funds, the amount of the raised funds, the amount of the actual net raised funds exceeding the planned raised funds, the name and amount of the invested projects, the cumulative planned amount and the actual amount used;
(II) introduction to the projects planned to be invested, including the basic information of each project, whether related party transactions are involved, feasibility analysis, economic benefit analysis, investment schedule, description that the project has been obtained or has yet to be approved by relevant departments and risk tips (if applicable);
(III) independent opinions of independent directors, sponsors or independent financial advisers on the rationality, compliance and necessity of the use plan of over raised funds.
If the amount of over raised funds planned to be used for a single time reaches 50 million yuan and more than 10% of the total amount of over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors and the recommendation institution shall express independent opinions on the rationality and necessity of the use plan of the over raised funds, and disclose them at the same time with the relevant announcements of the company. If they comply with the provisions of the Shenzhen Stock Exchange GEM Listing Rules and should be submitted to the general meeting of shareholders for deliberation, they shall also be submitted to the general meeting of shareholders for deliberation.
Actual raised funds exceed
