Management system of raised funds
Chapter I General Provisions
Article 1 in order to standardize the management of the raised funds of Sirio Pharma Co.Ltd(300791) (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, the securities law of the people’s Republic of China and the measures for the administration of initial public offering and listing Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant laws, regulations and normative documents, as well as the Shenzhen Stock Exchange GEM Listing Rules This system is formulated in combination with the actual situation of the company in accordance with the business rules issued by the stock exchange and the provisions of the Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as the “articles of association”) such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
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, but does not include the funds raised by the company through the implementation of the equity incentive plan. Article 3 the company shall improve its scientific decision-making level and management ability, conduct scientific analysis and prudent decision-making on the feasibility of investment projects with raised funds in strict accordance with relevant laws, regulations, normative documents and the articles of association, and strive to improve the profitability of the company.
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 board of directors of the company is responsible for establishing and improving the system and ensuring the effective implementation of the system. The management system for raised funds shall clearly stipulate the storage, use, change, supervision and accountability of the special account for raised funds. The management system of raised funds shall make clear provisions on the application for the use of raised funds, hierarchical examination and approval authority, decision-making procedures, risk control measures and information disclosure procedures.
If the investment project of raised funds is implemented through the holding 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 5 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 make a timely announcement.
The board of directors of the company shall formulate a detailed plan for the use of funds to ensure that the use of funds is standardized, open and transparent. After the raised funds are in place, the company shall timely go through the capital verification procedures, issue a capital verification report by an accounting firm with securities practice qualification, and organize the use of the raised funds in accordance with the use plan of the raised funds promised in the prospectus or the prospectus.
Chapter II deposit of raised funds in special account
Article 6 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”). 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.
If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
The net amount of the actually 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 7 the company shall sign a three-party supervision agreement (hereinafter referred to as the “agreement”) with the recommendation institution or independent financial adviser 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 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 investment projects of the raised funds involved in the special account and the deposit amount; (III) if the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, the company and commercial banks shall timely notify the recommendation institution or independent financial adviser;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution or independent financial adviser;
(V) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution or independent financial consultant, 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, recommendation institutions or independent financial advisers;
(VIII) if the commercial bank fails to issue a statement of account or notify the special account of large amount withdrawal to the recommendation institution or independent financial consultant in time for three times, and fails to cooperate with the recommendation institution or independent financial consultant to inquire and investigate the special account information, 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 the signing of the above agreement.
Where a company implements an investment project with raised funds through a holding subsidiary, a tripartite supervision agreement shall be jointly signed by the company, the holding subsidiary implementing the investment project with raised funds, commercial banks, recommendation institutions or independent financial advisers. The company and its holding subsidiary shall be regarded as a common party.
If the above 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 agreement and make a timely announcement.
Chapter III use of raised funds
Article 8 in principle, the funds raised by the company shall be used for its main business. The investment projects of the company’s raised funds shall not be used to carry out entrusted financial management (except cash management), entrusted loans, hold trading financial assets and financial assets available for sale, lend to others and other financial investments, as well as securities investment, derivatives investment and other high-risk investments, and shall not be directly or indirectly invested 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.
Article 9 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 the controlling shareholders, actual controllers and their affiliates, and take effective measures to prevent the related parties from using the raised funds to invest in projects to obtain improper interests.
Article 10 the company’s application, approval, execution authority and procedures for the use of raised funds are as follows:
(I) the use of raised funds is based on the use plan of raised funds;
(II) the plan for the use of raised funds shall be prepared and approved in accordance with the following procedures:
1. The Department in charge of the company’s investment projects with raised funds shall prepare the use plan of raised funds according to the feasibility study report of the investment projects with raised funds;
2. The use plan of raised funds shall be reviewed by the general manager’s office meeting;
3. The plan for the use of raised funds shall be examined and approved by the board of directors.
(III) the general manager of the company is responsible for organizing the implementation in accordance with the plan for the use of raised funds reviewed and approved by the board of directors. When using the raised funds, the specific user department (unit) shall fill in the application form, which shall be countersigned by the general manager and the chief financial officer, and then implemented by the financial department of the company.
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 project with raised funds;
(II) the project invested with raised funds has been shelved for more than one year;
(III) exceeding the completion period of the latest raised capital investment plan and the amount of raised capital investment does not reach 50% of the relevant plan amount;
(IV) other abnormal circumstances occur 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 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 consultant 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 13 if the company uses the surplus raised funds (including interest income) for other purposes after the completion of a single or all raised funds investment project, and the amount is less than 5 million yuan and less than 5% of the net raised funds of the project, it may be exempted from the procedures specified in Article 12, and its use shall be disclosed in the annual report.
If the use of surplus raised funds (including interest income) reaches or exceeds 10% of the net raised funds of the project and is higher than 10 million yuan, it shall also be deliberated and approved by the general meeting of shareholders.
Article 14 Where the company replaces the self raised funds that have been invested in the investment projects with the raised funds in advance, the accounting firm shall issue an authentication report, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall express their explicit consent and disclose it. 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 15 the company may conduct cash management on the temporarily idle raised funds, and its investment products must meet the following conditions:
(I) the term of investment products shall not exceed 12 months;
(II) the requirement of good liquidity shall not affect the normal progress of the investment plan of the raised funds;
(III) structured deposits, certificates of deposit and other principal guaranteed products with high security.
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 16 Where the company uses idle raised funds for cash management, it shall make a timely announcement after the meeting of the board of directors.
When the company finds that the financial situation of the issuer of investment products is deteriorating and the invested products are facing losses and other major risks, it shall timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 17 If the idle raised funds of the company are temporarily used to supplement the working capital, they shall be limited to the production and operation related to the main business, and shall meet the following conditions:
(I) it shall not change the purpose of the raised funds in a disguised form or affect the normal operation of the investment projects of the raised funds; (II) the funds raised for temporary replenishment of working capital have been returned;
(III) the time for a single replenishment of working capital shall not exceed 12 months;
(IV) 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, securities investment, derivatives trading and other high-risk investments.
Article 18 If the company uses idle raised funds to supplement working capital temporarily, it shall make a timely announcement after the deliberation and approval 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 make an announcement within two trading days after all the capital is returned. If the company is expected to be unable to return this part of the funds to the special account for raised funds on schedule, it shall perform the review procedures in accordance with the requirements of the preceding paragraph before the due date and make a timely announcement. The contents of the announcement shall include the whereabouts of the funds, the reasons why they cannot be returned, the reasons and time limit for continuing to supplement working capital, etc. Article 19 the company shall, according to the company’s development plan and actual production and operation needs, properly arrange the use plan of the part of the net amount of funds actually raised exceeding the amount of funds planned to be raised (hereinafter referred to as “over raised funds”), scientifically and prudently analyze the feasibility of the project, and timely disclose it after being submitted to the board of directors for deliberation and approval. 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.
Article 20 Where the company uses the over raised funds to repay bank loans or permanently supplement working capital, it shall be deliberated and approved by the board of directors and the general meeting of shareholders, and the online voting method shall be provided. The independent directors, the recommendation institution or the independent financial adviser shall express their explicit consent and disclose their opinions, and shall meet the following requirements:
(I) the amount used for permanent replenishment of working capital and repayment of bank loans shall not exceed 30% of the total amount of over raised funds in every 12 months;
(II) the company shall not make securities investment, derivatives trading and other high-risk investments or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital. The company shall make a clear commitment in the announcement.
Chapter IV change of purpose of raised funds
Article 21 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(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 circumstances identified by the stock exchange as changes in the purpose of the raised funds.
Article 22 Where a 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. The company shall not change the purpose of the raised funds until the board of directors and the general meeting of shareholders have deliberated and approved the proposal on changing the purpose of the raised funds.
Article 23 the board of directors of the company shall
