360 Security Technology Inc(601360)
Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of 360 Security Technology Inc(601360) (hereinafter referred to as “the company”), clarify the internal control system for the storage, use, change, supervision and accountability of the raised funds, and improve the use efficiency of the raised funds, According to 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 (hereinafter referred to as the measures for the administration of initial public offering), the measures for the administration of securities issuance of listed companies, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies These measures are formulated in accordance with the provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules), the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (hereinafter referred to as the administrative measures), and the guidelines for self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, in combination with the actual situation of the company.
Article 2 the funds raised in these Measures refer to the funds raised by the company from investors through public offering of securities (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 non-public offering of securities, but do not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 where the investment projects with raised funds (hereinafter referred to as “investment projects with raised funds”) are implemented through subsidiaries of the company or other enterprises controlled by the company, the provisions of these Measures shall apply.
Article 4 after the raised funds are in place, the company shall go through the capital verification procedures in time, and an accounting firm that meets the provisions of the Securities Law shall issue a capital verification report.
Article 5 the use of raised funds shall be based on the principles of legality, compliance and the pursuit of benefits, correctly grasp the opportunity and investment progress, correctly handle the relationship between investment amount, input-output and investment benefits, and control investment risks.
The board of directors of the company shall disclose the use of the raised funds in a timely manner in accordance with the relevant provisions of laws and regulations such as the company law, the securities law, the listing rules, the measures for the administration of initial public offering and the administrative measures. The board of directors of the company shall formulate a detailed plan for the use of funds, organize the specific implementation of investment projects with raised funds, and make the use of funds open, transparent and standardized.
Consciously maintain the safety of the company’s 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 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 projects invested with raised funds to obtain illegitimate interests.
Article 6 where the company suffers losses (including economic losses and reputation losses) in the management and use of the raised funds due to violation of these measures, the relevant responsible person shall be punished; If necessary, relevant responsible persons shall bear corresponding legal liabilities.
Chapter II deposit of raised funds in special account
Article 7 the raised funds of the company shall be deposited in a special account established with the approval of the board of directors (hereinafter referred to as the “special account for raised funds”) for centralized management and use.
The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 8 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the recommendation institution 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 raising funds every month and send a copy to the recommendation institution;
(III) if the company withdraws more than 50 million yuan from the special account for raised funds in one time or within 12 months, and reaches 20% of the net amount of the total amount of raised funds after deducting the issuance expenses (hereinafter referred to as the “net amount of raised funds”), the company shall notify the recommendation institution in time;
(IV) the recommendation institution can inquire the information of the special account for raised funds at the commercial bank at any time;
(V) liability for breach of contract of the company, commercial bank and recommendation institution.
The company shall report to the stock exchange for filing and make an announcement within 2 trading days after the signing of the above agreement.
If the above agreement is terminated in advance due to the change of the sponsor or commercial bank before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within two weeks from the date of termination of the agreement, and report to the stock exchange for filing and announcement within two trading days after the signing of the new agreement.
Chapter III use and management of raised funds
Article 9 the company shall comply with the following requirements when using the raised funds:
(I) when the company invests in the project, the capital expenditure must be approved in strict accordance with the company’s capital management system;
(II) the company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents; (III) 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 stock exchange and make an announcement;
(IV) in case of any of the following situations in the 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 causes of abnormalities and the adjusted raised investment project (if any) in the latest periodic report:
1. Major changes have taken place in the market environment involved in the raised investment project;
2. The raised investment project has been shelved for more than one year;
3. Exceeding the completion period of the investment plan of the raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
4. Other abnormal circumstances occur in the raised investment project.
Article 10 in principle, the funds raised by the company shall be used for its main business. The company shall not commit any of the following acts when using the raised funds:
(I) raised investment projects are financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, which are directly or indirectly invested in companies whose main business is the trading of securities; (II) change the purpose of the funds raised through entrustment or other disguised forms of pledge;
(III) directly or indirectly provide the raised funds to the controlling shareholder, actual controller and other related persons for use, so as to obtain illegitimate benefits for related persons by using the raised investment project;
(IV) other acts in violation of these measures and other relevant provisions on the management of raised funds.
Article 11 if the company invests the raised investment project with the self 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 and the recommendation institution shall express their explicit consent. The company shall report to the stock exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 12 the company may conduct cash management on the temporarily idle raised funds, and its investment products must meet the following conditions:
(I) high security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
(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 report to the stock exchange for filing and announcement within 2 trading days.
Article 13 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, in case of major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 14 the company’s temporary use of idle raised funds to supplement working capital shall meet the following requirements: (I) the purpose of raised funds shall not be changed in a disguised form;
(II) it shall not affect the normal operation of the investment plan of the raised funds;
(III) it is limited to the production and operation related to the main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements; (IV) the time for a single replenishment of working capital shall not exceed 12 months;
(V) the funds previously raised for temporary replenishment of working capital that have expired have been returned (if applicable); (VI) the recommendation institution issues explicit consent opinions;
(VII) the independent directors express their explicit consent;
(VIII) the board of supervisors gives clear consent.
If the company uses idle raised funds to supplement working capital temporarily, it shall be reviewed and approved by the board of directors of the company, and report to the stock exchange and make an announcement within 2 trading days.
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 the stock exchange and make an announcement within 2 trading days after all funds are returned.
Article 15 the part of the net amount of the company’s actual raised funds that exceeds 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.
Article 16 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, and the online voting method shall be provided for shareholders, and the independent directors, the board of supervisors and the recommendation institution shall express their explicit consent. The company shall report to the stock exchange and 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, amount of funds raised, net amount of funds raised, over raised amount and investment plan;
(II) use of raised funds;
(III) the necessity and detailed plan for permanently replenishing working capital or repaying bank loans with over raised funds;
(IV) commitment not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital;
(V) the impact of permanently replenishing working capital or repaying bank loans with over raised funds on the company;
(VI) opinions issued by independent directors, board of supervisors and recommendation institutions.
Article 17 Where the company uses the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, apply the relevant provisions of the measures on the investment direction change of the raised funds, scientifically and prudently analyze the feasibility of the investment projects, and timely fulfill the obligation of information disclosure.
Article 18 after the completion of a single raised investment project, if the company uses the surplus raised funds (including interest income) of the project for other raised investment projects, it shall be reviewed and approved by the board of directors and can only be used after the independent directors, the recommendation institution and the board of supervisors Express their explicit consent. The company shall report to the 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 1 million or less than 5% of the committed investment amount of the raised funds of the project, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the annual report.
If the surplus raised funds (including interest income) of a single raised investment project of the company are used for non raised investment projects (including supplementary working capital), the corresponding procedures and disclosure obligations shall be performed with reference to the change of raised investment projects.
Article 19 after all the projects invested by raising funds are completed, if the surplus raised funds (including interest income) are more than 10% of the net raised funds, the company can use the surplus raised funds only after the deliberation and approval of the board of directors and the general meeting of shareholders and the explicit consent of the independent directors, the recommendation institution and the board of supervisors. The company shall report to the 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% of the net raised funds, they can be used only after being deliberated and approved by the board of directors and the opinions of independent directors, recommendation institutions and the board of supervisors. The company shall report to the 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 5 million or less than 5% of the net raised funds, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the latest periodic report.
Chapter IV change of investment direction of raised funds
Article 20 the funds raised by the company shall be used for the purposes listed in the prospectus or the prospectus. In case of any change in the raised investment project, it must be deliberated and approved by the board of directors and the general meeting of shareholders, and the change can be made only after the independent directors, the recommendation institution and the board of supervisors issue explicit consent.
If the company only changes the implementation place 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, report to the stock exchange within 2 trading days, and announce the reasons for the change and the opinions of the recommendation institution.
Article 21 the changed raised investment project shall be invested in the main business.
The company shall scientifically and prudently carry out the feasibility analysis of new raised investment projects, make sure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 22 If the company intends to change the raised investment project, it shall report to the stock exchange within 2 trading days after submitting it to the board of directors for deliberation and announce the following contents:
(I) basic information of the original raised investment project and specific reasons for the change;
(II) basic information and risk analysis of investment and raising projects;
(III) investment plan of the new raised investment project;
(IV) description that the new raised investment project has been obtained or has yet to be approved by relevant departments (if applicable);
(V) opinions of independent directors, the board of supervisors and the recommendation institution on the change of raised investment projects;
