Securities code: 688228 securities abbreviation: Ucap Cloud Information Technology Co.Ltd(688228) Announcement No.: 2022-005 Ucap Cloud Information Technology Co.Ltd(688228)
About signing《
<关于北京天易数聚科技有限公司之投资协议>
Supplementary agreement to the agreement《
<盈利补偿协议>
Announcement of supplementary agreement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear legal liabilities for the authenticity, accuracy and completeness of the contents according to law. Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company” and ” Ucap Cloud Information Technology Co.Ltd(688228) “) held the 17th interim meeting of the second board of directors and the 15th interim meeting of the second board of supervisors on December 30, 2021, and considered and approved the signing《
<关于北京天易数聚科技有限公司之投资协议>
Supplementary agreement to the contract >《
<盈利补偿协议>
Proposal on the supplementary agreement to the. After friendly negotiation, in accordance with the relevant provisions of the company law of the people’s Republic of China, the civil code of the people’s Republic of China and other laws and regulations, the parties hereby supplement and sign the contract obligations related to the transfer of Xintai ruitu《
<关于北京天易数聚科技有限公司之投资协议>
The supplementary agreement to the investment agreement (hereinafter referred to as the supplementary agreement to the investment agreement)《
<盈利补偿协议>
The details of the supplementary agreement to the profit compensation agreement (hereinafter referred to as the supplementary agreement to the profit compensation agreement) are as follows:
1、 Overview of acquisition
On August 5, 2021, the company held the 14th interim meeting of the second board of directors and the 12th interim meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s acquisition and capital increase of Beijing Tianyi Digital Technology Co., Ltd, It is agreed that the company will use RMB 184350000 in cash to acquire 51.21% equity of Beijing Tianyi digital poly Technology Co., Ltd. (hereinafter referred to as “Tianyi digital poly”) and increase its capital with RMB 50 million (the above equity transfer and capital increase are collectively referred to as “this transaction”), Qingdao fuming enterprise management service partnership (limited partnership) (hereinafter referred to as “Qingdao fuming”), Xintai ruitu enterprise management partnership (limited partnership) (hereinafter referred to as “Xintai ruitu”), Beijing yilixin Technology Co., Ltd. (hereinafter referred to as “yilixin”), the shareholders of the company and Tianyi digital gathering The executive partner of Qingdao fuming, Dadu Kaiyuan Investment Co., Ltd. (hereinafter referred to as “Dadu Kaiyuan”), Tianyi digital gathering and the key core personnel of Tianyi digital gathering signed the investment agreement on Beijing Tianyi digital Gathering Technology Co., Ltd. and the profit compensation agreement. After the completion of this transaction, the company will hold 57.159% equity of Tianyi digital gathering. For details, please refer to the website of Shanghai Stock Exchange on August 7, 2021（ http://www.sse.com..cn. ）Relevant announcements disclosed.
2、 Main contents of the supplementary agreement to the investment agreement
(i) Related parties of supplementary agreement
Ucap Cloud Information Technology Co.Ltd(688228) (Party A), Xintai ruitu enterprise management partnership (limited partnership) (Party B I), Beijing yilixin Technology Co., Ltd. (Party B II), Xintai xinzhengtu enterprise management consulting partnership (limited partnership) (Party B III), Beijing Tianyi Digital Technology Co., Ltd. (Party C), Yang Bo (Party D I), Zhou Liming (Party D II) Xiang Wei (Ding fangsan), he Zhiping (Ding Fangsi), sun Yanjie (Ding Fangwu). Party A, Party B 1, Party B 2, Party C, Party D and other relevant parties have signed the investment agreement on Beijing Tianyi Digital Technology Co., Ltd. (hereinafter referred to as the “original agreement”). The partners of Party B 1 are Party B 2 and Party D, and the shareholders of Party B 2 are party D. therefore, the ultimate equity of Party B 1 is party D. Party B 1 transfers its equity of Party C to Party B 3, and intends to transfer part of its obligations under the original agreement to other relevant parties.
（2） Main contents of supplementary agreement
1. Adjustment of share purchase arrangement
1.1 all parties agree to cancel the arrangement agreed in Article 4 of the original agreement that Party B, as the transferor, uses the share purchase money to purchase Party A’s shares in the secondary market.
1.2 Party D agrees to invest 15 million yuan (hereinafter referred to as “share purchase money”) in the name of Party D I to buy Party A’s shares in the secondary market. The specific arrangements are as follows:
1.2.1 party D-1 shall establish a bank account jointly managed with Party A. party D-1 shall not use the funds in the jointly managed account without the written consent of Party A. After Party A pays the remaining transfer amount (50% of the total transfer price of Party B I) to Party B I’s account according to the original agreement, the account shall transfer RMB 15 million to Party D I’s aforesaid co managed account, and the remaining funds shall be transferred out according to the instructions of Party B I.
1.2.2 Party D shall open a share purchase account at the securities company designated by Party A for the purchase of Party A’s shares, and the co managed account shall be fully bound with the share purchase account. Party D I shall use all the share purchase funds to buy Party A’s shares in the secondary market within two months after the share purchase funds of RMB 15 million are remitted to the joint management account. The purchase methods include but are not limited to centralized bidding trading in the secondary market, block trading, agreement transfer or other methods approved by Party A.
1.2.3 party D-1 shall ensure that its co managed account with Party A is always the only capital account bound to the share purchase account, inform Party A of its share purchase account information, assist Party A in obtaining and keeping the account password separately, and party D-1 shall not change the password without the written consent of Party A. If Party D-1 needs to conduct stock trading in accordance with this agreement, it shall entrust Party A to conduct trading operations. Party A shall operate in accordance with Party D-1’s written trading instructions, but the instructions shall not violate laws and regulations, relevant regulatory rules, the original agreement and the relevant provisions of this agreement.
1.2.4 Party D 1 promises that after Party D 1 purchases Party A’s shares as agreed until the net profit commitment in the first year of the profit guarantee period has been realized or the compensation obligor completes relevant compensation as agreed, it shall not reduce the shares in the share purchase account, but, If the net profit realized by the target company in the first year of the profit guarantee period is not less than 90% of the net profit commitment or the compensation obligor completes the compensation obligation in the first year as agreed, Party D-1 may transfer the shares in the share purchase account, and the transfer proceeds shall not be transferred out of the joint management account during the profit guarantee period and before the compensation obligation under the profit compensation agreement is fully performed, No pledge or other restrictions on rights shall be established.
1.2.5 during the profit guarantee period and before the compensation obligations of the compensation obligor under the profit compensation agreement are fully performed, Party D shall not establish pledge or other rights restrictions on the shares in the share purchase account.
1.2.6 upon the expiration of the profit guarantee period and the completion of the compensation obligations of the compensation obligor under the profit compensation agreement, Party A shall hand over the relevant passwords and procedures for stock trading to Party D.
2. Transfer of obligations of Party B I
All parties agree that all representations, warranties and commitments made by Party B I under the original agreement shall be deemed to be made by Party B III; The breach of contract by Party B I shall be deemed as the breach of contract by Party B III; All obligations and responsibilities of Party B I under and related to the original agreement (except the share purchase arrangement) shall be performed and assumed by Party B III, as if Party B III were the main or direct debtor of such obligations or responsibilities. Party B 1 shall bear joint and several liabilities for the liabilities of Party B 3.
3. Representations and warranties of Party D
Without the written consent of Party A, during the profit guarantee period and before the completion of the compensation obligations under the profit compensation agreement, Party D shall not transfer the equity or property shares held by Party B 2 and Party B 3 and any rights and interests related thereto, nor set any restrictions on their rights.
4. Liability for breach of contract
4.1 if Party D-1 changes the capital account of its share purchase account, or changes its share purchase account information and password, resulting in Party A’s failure to conduct real-time supervision on the trading information of Party A’s shares in Party D-1’s share purchase account, Party D-1 shall pay Party A liquidated damages equal to the share purchase amount.
4.2 if Party D 1 violates its obligations related to the share purchase arrangement and is liable for breach of contract to Party A, Party B 2, Party B 3, Party D 2, Party D 3, Party D 4 and Party D 5 shall bear joint and several liability for compensation.
3、 Main contents of supplementary agreement to profit compensation agreement
(i) Related parties of supplementary agreement
Ucap Cloud Information Technology Co.Ltd(688228) (Party A), Xintai ruitu enterprise management partnership (limited partnership) (Party B I), Beijing yilixin Technology Co., Ltd. (Party B II), Xintai xinzhengtu enterprise management consulting partnership (limited partnership) (Party B III), Yang Bo (Party C I), Zhou Liming (Party C II), Xiang Wei (Party C III), he Zhiping (Party C IV) Sun Yanjie (Party C V). Party A, Party B 1, Party B 2, Party C and other relevant parties have signed the profit compensation agreement (hereinafter referred to as the “original agreement”) and the supplementary agreement on the investment agreement of Beijing Tianyi Digital Technology Co., Ltd. The partners of Party B 1 are Party B 2 and Party C, and the shareholders of Party B 2 are Party C. Therefore, the ultimate equity of Party B 1 is Party C. Party B intends to transfer part of its obligations under the original agreement to other relevant parties.
（2） Main contents of supplementary agreement
1. Net profit commitment and compensation
1.1 all parties agree to cancel Party B I’s commitment to net profit, turnover rate of accounts receivable and acquisition of accounts receivable in the original agreement. Such commitments of Party B I shall be made by Party B III, and the obligations and responsibilities related to net profit compensation and acquisition of accounts receivable shall be performed and borne by Party B III. The obligations and responsibilities of Qingdao fuming enterprise management service partnership (limited partnership), Dadu Kaiyuan Investment Co., Ltd. and Party B II under the original agreement remain unchanged.
1.2 the compensation method and sequence agreed in Article 6.1 of the original agreement are applicable to Party B III. however, if it involves the deduction of cash in the joint management account, the sale of shares in the share purchase account, share compensation and the return of share dividends, since the obligation of share purchase is completed by Party C I, the aforesaid deduction of cash in the joint management account, the sale of shares in the share purchase account, share compensation and the return of share dividends shall be completed by Party C I, Party C 1 agrees to implement relevant arrangements for the performance of the responsibilities of Party B 3, and shall not raise any defense against Party A on the grounds that it is not a direct compensation obligation or for other reasons. When Party B 3 should make cash compensation, Party B 3 and Party C 1 can choose: 1) directly pay cash for compensation; Or 2) agree with Party A to deduct the cash from Party C’s jointly managed account; Or 3) entrust Party A to sell an appropriate amount of Party A’s shares in Party C’s share purchase account, and agree to pay the proceeds from the sale of such shares to Party A. If Party B III and Party C I fail to pay the compensation in full within 60 natural days after receiving the written notice from Party A, Party A has the right to sell Party A’s shares in the share purchase account according to the agreement to realize the right to compensation. For the avoidance of doubt, for Qingdao fuming enterprise management service partnership (limited partnership), Dadu Kaiyuan Investment Co., Ltd. and Party B II, Article 6.1 of the original agreement remains unchanged.
1.3 “Xintai ruitu” in articles 6.2 and 6.3 of the original agreement is changed to “Xintai xinzhengtu enterprise management consulting partnership (limited partnership)”; “Party B II” in article 6.4 of the original agreement is changed to “Xintai xinzhengtu enterprise management consulting partnership (limited partnership)”.
2. Validity and modification of the agreement
2.1 this agreement is established on the date of signing by all parties and takes effect from the date of entry into force of the supplementary agreement on the investment agreement of Beijing Tianyi Digital Technology Co., Ltd.
2.2 this agreement is related to the investment agreement on Beijing Tianyi Digital Technology Co., Ltd. and the supplementary agreement on the investment agreement on Beijing Tianyi Digital Technology Co., Ltd. If the foregoing agreement is dissolved or deemed invalid or modified, this Agreement shall also be dissolved, invalid or modified according to the specific application.
2.3 any modification of this Agreement shall come into force only after the parties agree and sign a written document; Any modification and supplement shall be an integral part of this agreement.
4、 Impact of signing supplementary agreement on the company
The signing of the supplementary agreement to the investment agreement and the supplementary agreement to the profit compensation agreement does not involve the performance commitments and other main terms agreed in the original agreement, does not damage the interests of the company and shareholders, and will not have a significant impact on the company’s financial status and operating results.
5、 Opinions of independent directors
After deliberation, the independent directors believe that the《
<关于北京天易数聚科技有限公司之投资协议>
Supplementary agreement to the agreement《
<盈利补偿协议>
The relevant matters of the supplementary agreement are in line with the actual situation. The contents and deliberation procedures of this matter comply with the provisions of laws, regulations, normative documents and the articles of association, such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, There is no situation that damages the interests of all shareholders, especially minority shareholders. We agree that the company will sign this agreement《
<关于北京天易数聚科技有限公司之投资协议>
Supplementary agreement to the agreement《
<盈利补偿协议>
Supplementary agreement to the contract.
6、 Opinions of the board of supervisors
After deliberation, the board of supervisors believes that this signing《
<关于北京天易数聚科技有限公司之投资协议>
Supplementary agreement to the agreement《
<盈利补偿协议>
The relevant matters of the supplementary agreement are in line with the actual situation, the contents and review procedures of this matter are in line with the provisions of relevant laws and regulations, the articles of association and other internal rules and regulations, in line with the interests of the company and all shareholders, and no damage to the interests of minority shareholders is found. Therefore, it is agreed to be signed by the company《
<关于北京天易数聚科技有限公司之投资协议>
Supplementary agreement to the agreement《
<盈利补偿协议>
Supplementary agreement to the contract.
7、 Documents for future reference
(i) Resolution of Ucap Cloud Information Technology Co.Ltd(688228) the 17th extraordinary meeting of the second board of directors;
（2） Resolution of Ucap Cloud Information Technology Co.Ltd(688228) the 15th interim meeting of the second board of supervisors;
（3） Independent opinions of Ucap Cloud Information Technology Co.Ltd(688228) independent directors on matters related to the 17th extraordinary meeting of the second board of directors;
(IV)《
<关于北京天易数聚科技有限公司之投资协议>
Supplementary agreement to the;
(V)《
<盈利补偿协议>
Supplementary agreement to the contract. It is hereby announced.
Ucap Cloud Information Technology Co.Ltd(688228) board of directors January 4, 2022
