Kyland Technology Co.Ltd(300353)
Measures for the administration of raised funds
Chapter I General Provisions
Article 1 in order to regulate the management and use of the raised funds of Kyland Technology Co.Ltd(300353) (hereinafter referred to as the “company”), improve the use efficiency of the raised funds of the company and protect the legitimate interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies This system is formulated 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 by listed companies (revised in 2022) and the Kyland Technology Co.Ltd(300353) articles of Association (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 these Measures refers to the funds raised by the company for specific purposes by issuing securities to unspecified objects or to specific objects (including stocks, convertible corporate bonds, etc.), but does not include the funds raised by the company through the implementation of the equity incentive plan.
Article 3 this system is applicable to the company and its subsidiaries. If the investment project of raised funds 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 4 after the raised funds are in place, the company shall go through the capital verification procedures in time, and an accounting firm meeting the requirements of the Securities Law shall issue a capital verification report.
Article 5 the company shall truthfully, accurately and completely disclose the actual use of the raised funds, and employ an accounting firm to verify the storage and use of the raised funds at the same time of the annual audit. 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 prospect and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 6 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.
Chapter II deposit of raised funds in special account
Article 7 the raised funds of the company shall be deposited in a special account approved by the board of directors (hereinafter referred to as the “special account”) for centralized management, and the special account shall not deposit non raised funds or be used for other purposes. If the company has raised funds for more than two times, it shall set up special accounts for raised funds respectively.
Article 8 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 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 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 a statement of account 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 adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial adviser and 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 a 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 consecutive times, or 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.
If the company implements a raised investment project through a holding subsidiary, the company, the holding subsidiary implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers 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 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 9 the company shall use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. 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.
Article 10 in principle, the funds raised by the company shall be used for the main business. The investment projects of the raised 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.
Article 11 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 related parties, and take effective measures to prevent related parties from using the raised funds to invest in projects to obtain illegitimate interests.
Article 12 when investing in projects with raised funds, the company must strictly abide by the provisions of the company’s fund management system and this system and perform the examination and approval procedures.
Article 13 the board of directors of the company shall comprehensively check the progress of the raised investment projects every six months, issue semi annual and annual special reports on the storage and use of the raised funds, and disclose them together with the regular reports until the raised funds are used up and there is no use of the raised funds during the reporting period. If the difference between the actual use of the raised funds in the year of the raised funds investment project and the estimated use amount of the raised funds investment plan disclosed last time exceeds 30%, the company shall adjust the raised funds investment plan, and disclose the annual investment plan of the raised funds last time, the current actual investment progress The estimated investment plan after adjustment and the reasons for the change of the investment plan.
Article 14 the company shall continue to pay attention to the implementation progress and benefits of the investment projects with raised funds. Under any of the following circumstances, 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.
Article 15 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 give explicit consent: (I) replace the self raised funds that have been invested in the investment projects of the raised funds in advance with the raised funds; (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 16 if the company invests the raised funds into the investment projects in advance with the self raised funds, it may replace the self raised funds with the raised funds within six months after the receipt of the raised funds. The replacement matters shall be reviewed and approved by the board of directors, and 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 and disclose before implementation.
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 17 the raised funds temporarily idle by the company 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 settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company shall timely report to the stock exchange for filing and announcement.
The use of idle raised funds to invest in products shall be examined and approved by the board of directors of the company and shall be independent
The directors, the board of supervisors and the recommendation institution 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 and recommendation institutions.
Article 18 the raised funds temporarily idle by the company can be temporarily used to supplement working capital. The temporary replenishment of working capital 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) the idle raised funds shall not be directly or indirectly used for high-risk investments such as securities investment and derivatives trading.
The temporary replenishment of working capital 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.
If the idle raised funds are temporarily used to supplement working capital, they 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 and disclose them. A single replenishment of working capital shall not exceed 12 months.
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.
The company uses the over raised funds to repay bank loans or permanent loans
