Ucap Cloud Information Technology Co.Ltd(688228)
Foreign investment management system
general provisions
Article 1 in order to strengthen the internal control and management of Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company”) foreign investment, standardize the company’s foreign investment, ensure the safety of the company’s foreign investment and safeguard the interests of the company’s shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is hereby formulated in combination with the actual situation of the company, in accordance with the relevant provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, regulations and normative documents, as well as the Ucap Cloud Information Technology Co.Ltd(688228) articles of Association (hereinafter referred to as the “articles of association”) and other company systems.
Article 2 “foreign investment” as mentioned in this system refers to the company’s investment activities in various forms, including but not limited to equity investment, securities investment, entrusted financial management, etc., in order to obtain future income with a certain amount of monetary funds, physical objects, rights, intangible assets, etc. as consideration.
If the company purchases or sells assets (including equity) due to business development needs, this system shall apply by reference. Article 3 according to the length of the investment period, the company’s foreign investment is divided into short-term investment and long-term investment. Short term investment mainly refers to the investment that can be realized at any time and is expected to be held for no more than one year purchased by the company only for the purpose of obtaining short-term investment income, including various stocks, bonds, funds, dividend insurance and other asset management products;
Long term investment mainly refers to various investments with an investment term of more than one year that cannot be realized at any time or are not ready to be realized, including stocks, bonds, equity and other investments. Among them, equity investment includes but is not limited to the following situations: (I) the company independently sets up enterprises or independently contributes to carry out business projects;
（2） The company invests to establish joint ventures, cooperative enterprises or development projects with others;
（3） Increase the capital of the enterprise and transfer the equity of the enterprise;
（4） Acquisition of other corporate assets.
Article 4 basic principles to be followed in investment management:
(i) The company’s investment shall comply with national laws and regulations and national industrial policies;
（2） Comply with the provisions of the articles of association and other corporate governance systems;
（3） Comply with relevant regulations of government regulatory authorities and stock exchanges;
（4） Comply with the company’s development strategy and planning requirements, reasonably allocate enterprise resources and create good economic benefits;
（5） Carefully pay attention to investment risks and ensure the safe operation of funds.
Article 5 this system is applicable to all foreign investment activities of the company and its holding subsidiaries. “Holding subsidiary” refers to the wholly-owned subsidiary of the company, the subsidiary with more than 50% of the company’s shares and the subsidiary with less than 50% of the company’s shares but with actual control.
In principle, the company’s foreign investment shall be centralized by the company’s headquarters. If it is necessary for subsidiaries to make foreign investment, it shall be approved by the company in advance.
Chapter II examination and approval authority for foreign investment
Article 6 the company’s foreign investment shall be subject to professional management and level by level examination and approval system.
Article 7 the company’s foreign investment shall perform the examination and approval procedures in strict accordance with the authorities specified in relevant national laws, regulations, normative documents and the articles of association.
Article 8 the general meeting of shareholders, the board of directors and the general manager of the company shall examine and approve the company’s foreign investment according to the scope of authority specified in the articles of association and the system. The approval authority of the company’s foreign investment is:
(i) If a foreign investment transaction meets any of the following circumstances, it shall be approved by the general meeting of shareholders:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
2. The transaction amount accounts for more than 50% of the market value of the company;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 50% of the market value of the company;
4. The operating income related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year and exceeds 5 million yuan;
6. The net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year and exceeds 5 million yuan;
7. The total assets involved in the transaction or the transaction amount has exceeded 30% of the company’s latest audited total assets within 12 consecutive months.
Where a transaction is carried out by stages, the above provisions shall apply on the basis of the total transaction amount.
（2） If a foreign investment transaction meets any of the following circumstances, it shall be approved by the board of directors:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
2. The transaction amount accounts for more than 10% of the market value of the company;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 10% of the market value of the company;
4. The operating income related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and exceeds 10 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year and exceeds 1 million yuan;
6. The net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and more than 1 million yuan.
（3） Foreign investment matters that fail to meet the approval threshold of the board of directors and the general meeting of shareholders shall be approved by the general manager. Article 9 if the company’s foreign investment involves related party transactions, information disclosure and other matters, it shall also perform the corresponding examination and approval, reporting and disclosure procedures in accordance with the articles of association, related party transactions management system, information disclosure management system and insider registration system.
Chapter III Organization and management of foreign investment
Article 10 where the company makes foreign investment, it shall perform corresponding management and approval procedures in accordance with the provisions of this system, and no department or individual has the right to make foreign investment in violation of the provisions.
Article 11 the company sets up an investment decision-making committee (hereinafter referred to as the “investment committee”) to be responsible for the pre examination of the company’s long-term investment projects. The investment committee is composed of the chairman, general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance and other senior managers. Necessary external experts can be added when appropriate. The chairman is the chairman of the Investment Committee of the company.
Article 12 the strategy committee of the board of directors of the company is the special deliberative body of the board of directors of the company to formulate the company’s development strategy, evaluate, review and make suggestions on major investment projects, and provide decision-making suggestions for the board of directors.
Article 13 the office of the board of directors and the finance department are the daily management departments of foreign investment, which are responsible for conducting feasibility study and demonstration of investment projects, conducting credit investigation on CO investors, preparing foreign investment project proposals and drafting agreements, signing investment agreements in accordance with the company’s regulations, supervising the implementation of transactions, and going through the formalities of property right change registration with relevant government departments in accordance with the law. The office of the board of directors shall supervise the investment project according to its responsibilities, timely submit special reports on the progress of the investment project, the implementation and use of the investment budget, the situation of all partners, the operation status and compliance of the investment project, and major problems, and submit them to the investment decision-making committee or the board of directors for discussion and handling.
Article 14 the audit committee of the board of directors and the internal audit department are responsible for conducting regular or special audits on foreign investment, and the specific operation procedures are implemented in accordance with the company’s internal audit system.
At the end of each fiscal year, the audit committee of the board of directors of the company shall inspect the progress of all foreign investment projects, and timely report the projects that fail to achieve the expected benefits to the board of directors of the company.
Article 15 according to the specific conditions of the project and the requirements of laws and regulations, the company shall employ professional legal advisers to conduct legal review on the transaction documents and important letters related to the transaction of long-term investment projects. For equity investment projects that must be decided by the board of directors, the company shall employ an audit institution with securities and futures qualification to conduct audit and due diligence.
Chapter IV decision making and management of foreign investment
Article 16 the company’s short-term investment decision-making procedures:
(i) The finance department is responsible for pre selecting investment opportunities and investment objects, and preparing short-term investment plans according to the profitability of investment objects;
（2） The finance department is responsible for providing the company’s capital flow and raising funds;
（3） The short-term investment plan shall be implemented by the finance department after the approval procedure is performed.
Article 17 long term investment decision-making procedures of the company:
For the company’s long-term investment projects, the office of the board of directors and the finance department shall conduct feasibility studies on the proposed investment targets and prepare feasibility study reports. They can form due diligence reports and investment proposals together with the company’s Strategy Department and other departments, focusing on the evaluation of the objectives, development potential, investment methods, investment risks and benefits of the investment projects, As the reference basis for the review by the investment committee.
The investment committee shall conduct pre review on the proposed investment project. If the subject matter of the proposed investment is approved by the general manager, it shall be further approved by the general manager; If the proposed investment object falls within the approval scope of the board of directors, it shall be submitted to the strategy committee of the board of directors for discussion and research, and finally submitted to the board of directors for approval.
The board of directors shall perform the examination and approval procedures according to the relevant authority. If it exceeds the examination and approval authority of the board of directors, it shall submit it to the general meeting of shareholders for deliberation. For investment projects decided by the board of directors, experts or professional institutions shall be invited to conduct feasibility analysis and demonstration. Article 18 in the process of investment, the company shall sign investment transaction documents with the counterparty, which must be reviewed by professional legal counsel before signing.
Chapter V investment exit
Article 19 under any of the following circumstances, the company may transfer the rights and interests formed by the investment, recover the investment or residual rights and interests according to law:
(i) According to the investment agreement or the articles of association of the investee, the business term of the investment project or the investee expires;
（2） Failing to repay due debts due to poor management of the investment project or the invested unit, and going bankrupt according to law;
（3） The investment project or investee cannot continue to operate due to force majeure;
（4） Other circumstances under which the investment shall be terminated as stipulated in the investment agreement or the articles of association of the invested entity; （5） The project or investee has changed and obviously does not comply with the company’s business policy or development plan;
（6） The investment project or investee has continuous losses, there is no hope to turn around the losses and there is no market prospect; （7） The company is in urgent need of supplementary funds due to insufficient operating funds;
（8） The investment purpose has been realized or the disposal of investment is in line with the interests of the company;
（9） Other circumstances under which the Company deems it necessary to dispose of the investment.
Article 20 when disposing of investment, the company shall properly handle the relevant procedures involved in the disposal of investment in accordance with the provisions of the company law and other relevant laws and regulations, as well as the provisions of the investment agreement, the articles of association of the invested unit and other relevant legal documents.
Article 21 the procedures and authorities for approving the disposal of investment by the company are the same as those for approving the implementation of foreign investment.
Article 22 the office of the board of directors and the Finance Department of the company shall be responsible for the asset verification, audit, asset evaluation, property handover, information disclosure and other related work involved in the disposal of investment, so as to safeguard the legitimate rights and interests of the company and prevent the loss of the company’s assets.
Chapter VI personnel management of foreign investment
Article 23 when the company invests to establish subsidiaries or joint-stock companies, it shall send directors, supervisors or corresponding management personnel to the invested unit to participate in the decision-making and operation of the invested unit in accordance with the investment agreement and the articles of association of the invested unit.
Article 24 the dispatched personnel of the company shall earnestly perform their duties in accordance with the company law and the articles of association of the invested entity, safeguard the interests of the company in the operation and management activities of the invested entity, and realize the preservation and appreciation of the company’s investment.
Relevant personnel appointed by the company as directors of the invested unit shall fully obtain the information of the invested unit and report the investment situation to the company in time by participating in the meeting of the board of directors. The dispatched personnel shall sign the letter of responsibility with the company every year, accept the assessment indicators issued by the company, submit the annual work report to the company and accept the supervision of the company.
Chapter VII financial management and audit of foreign investment
Article 25 the Finance Department of the company shall make comprehensive and complete financial records of the company’s foreign investment activities, conduct detailed accounting, establish detailed account books according to each investment project and record relevant materials in detail. The accounting method of foreign investment shall comply with the provisions of accounting standards and the company’s financial accounting system.
Article 26 the financial management of long-term foreign investment is the responsibility of the company’s financial department. According to the needs of analysis and management, the financial department obtains the financial reports and accounting materials of the invested unit (including but not limited to financial statements and notes, accounting books, accounting vouchers, etc.) in order to analyze the financial situation of the invested unit and safeguard the legitimate rights and interests of the company, Ensure that the interests of the company are not damaged.
Article 27 the company shall conduct a comprehensive inspection on long-term investment and short-term investment at the end of each year.
The company shall conduct annual audit on its subsidiaries at the end of each year, and may conduct special audit on its subsidiaries from time to time when necessary.
Article 28 the accounting methods, accounting policies, accounting estimates and their changes, and correction of prior period errors adopted by subsidiaries shall comply with the relevant provisions of the accounting standards for business enterprises and the company’s financial and accounting management system. Article 29 subsidiaries shall submit financial and accounting statements to the financial department of the company every month, and shall timely submit accounting statements and provide accounting materials in accordance with the requirements of the company for preparing consolidated financial statements and disclosing accounting information.
Article 30 the company may appoint financial personnel to the subsidiary to participate in the financial management of the subsidiary and supervise the authenticity, integrity and legitimacy of the financial report of the subsidiary.
Article 31 for all external investments of the company, the internal audit department of the company shall organize other personnel who do not participate in the investment business to conduct regular inventory or check with the entrusted custodian institution to check whether they are the principal
