Primeton Information Technologies Inc(688118)
Use system of raised funds
catalogue
Chapter I General Provisions Chapter II special account storage of raised funds Chapter III use of raised funds Chapter IV change of investment direction of raised funds Chapter V Management and supervision of raised funds 7 Chapter VI Supplementary Provisions nine
Primeton Information Technologies Inc(688118)
Use system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the funds raised by Primeton Information Technologies Inc(688118) (hereinafter referred to as “the company”), improve the use efficiency of the funds raised, promote the healthy development of the enterprise and safeguard the legitimate interests of all shareholders, 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 securities issuance of listed companies Relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange’s science and Innovation Board No. 1 – standardized operation This system is formulated in accordance with the provisions of normative documents and the articles of association of Puyuan Information Technology Co., Ltd. (hereinafter referred to as 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 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 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 4 the controlling shareholders and actual controllers of the company shall not directly or indirectly occupy or misappropriate the company’s raised funds, and shall not use the company’s raised funds and investment projects of raised funds (hereinafter referred to as “raised investment projects”) to obtain illegitimate interests.
Article 5 the recommendation institution and the recommendation representative shall, in accordance with the relevant laws and regulations and the relevant provisions of this system, perform the recommendation responsibilities for the management and application of the company’s raised funds, carry out continuous supervision, urge the company to make rational use of the raised funds and continuously disclose the use.
Article 6 these Rules shall apply to projects invested with raised funds implemented through subsidiaries of the company or other enterprises controlled by the company.
Chapter II special deposit account for raised funds
Article 7 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts” or “special accounts for raised funds”). The raised funds 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. Where there are two or more financing, special accounts for raised funds shall be set up respectively. The part of the net amount of the actual 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 8 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”) on the storage of the raised funds in the special account with the recommendation institution or independent financial adviser 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 company with the bank statement of the special account for raised 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) liability for breach of contract of the company, commercial bank, recommendation institution or independent financial consultant. Where a company implements a raised investment project through a holding subsidiary or other entity, 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.
If the above agreement is terminated in advance due to the change of commercial banks, recommendation institutions or independent financial advisers 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.
Article 9 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 timely report to the Shanghai Stock Exchange and make an announcement.
Article 10 in case of any of the following circumstances in a raised investment project, the company shall re demonstrate the feasibility and expected income of the raised investment project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for the abnormalities and the adjusted raised investment project (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 1 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 of the raised investment project.
Article 11 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) 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 12 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 replacement matters shall be deliberated and approved by the board of directors of the company, the accounting firm shall issue an assurance report, 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 13 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 the stock exchange for filing and announcement.
Article 14 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 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, recommendation institutions or independent financial advisers. Article 15 if the company uses idle raised funds to supplement working capital temporarily, it shall meet the following requirements:
(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 replenishing working capital, the company shall return this part of funds to the special account for raised funds, and report to Shanghai Stock Exchange and make an announcement within 2 trading days after the return of all funds.
Article 16 the company’s over raised funds can be used for permanent replenishment of working capital or repayment of bank loans, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, and shall promise not to make high-risk investment or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing 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 17 Where the over raised funds are used for permanent replenishment of working capital or repayment of bank loans, they shall be deliberated and approved by the board of directors and the general meeting of shareholders of the company, and the online voting method shall be provided for the shareholders. The independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their consent. The company shall announce the following contents within 2 trading days after the meeting of the board of directors:
(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 18 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 institution or the independent financial consultant shall express their 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 19 after the completion of a single or all raised investment project, if the company uses the surplus raised funds (including interest income) of the project for other purposes, it shall be deliberated and approved by the board of directors and approved by the independent directors
