Ucap Cloud Information Technology Co.Ltd(688228)
Independent director system
general provisions
Article 1 in order to further improve the governance structure of Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company” or “the company”), promote the standardized operation of the company, safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, according to the company law of the people’s Republic of China and the guiding opinions on the establishment of independent director system in listed companies The relevant provisions of laws, administrative regulations and normative documents such as the code for corporate governance of listed companies, the Listing Rules of Shanghai Stock Exchange’s Kechuang board, the guidelines for the application of self regulatory rules of Shanghai Stock Exchange’s Kechuang board listed companies No. 1 – standardized operation, and the Ucap Cloud Information Technology Co.Ltd(688228) chapter (hereinafter referred to as the “articles of association”) in combination with the actual situation of the company, This system is hereby formulated.
Article 2 an independent director refers to a director who does not hold any position other than a director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders.
Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws, administrative regulations, normative documents and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders. Independent directors shall perform their duties independently and shall not be affected by the controlling shareholders, actual controllers, and other units or individuals having an interest in the company. The company shall ensure that independent directors perform their duties according to law.
If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. If an independent director has any situation that obviously affects his independence during his term of office, he shall notify the company in time and submit his resignation if necessary.
Independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials required for making decisions. An independent director shall attend the meeting of the board of directors in person. If he is really unable to attend the meeting in person, the independent director shall entrust other independent directors to attend the meeting on his behalf; If voting matters are involved, the trustor shall specify the opinions of consent, objection or waiver on each matter in the power of attorney.
Article 4 in principle, the independent directors appointed by the company can concurrently serve as independent directors in up to five companies, and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 5 the company employs three independent directors, including at least one accounting professional.
The accounting professionals mentioned in the preceding paragraph refer to those who have rich professional knowledge and experience in accounting and meet at least one of the following conditions:
(i) Having the qualification of certified public accountant;
（2） Having a senior professional title, associate professor title or doctor’s degree in accounting, auditing or financial management;
（3） With senior professional title in economic management, and more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 if the number of independent directors of the company fails to meet the requirements of laws, administrative regulations, normative documents and the articles of association, the company shall make up for the number of independent directors in accordance with the regulations.
Article 7 independent directors and persons to be independent directors shall, in accordance with the requirements of the CSRC, participate in the training organized by the CSRC and its authorized institutions, and obtain the qualification certificate of independent directors.
Chapter II qualifications of independent directors
Article 8 a person who serves as an independent director of the company shall have the qualifications appropriate to the exercise of his functions and powers:
(i) Be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; （2） Have the independence required by laws, administrative regulations and normative documents;
（3） Have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;
（4） At least five years of working experience in law, economics or other necessary to perform the duties of independent directors;
（5） Other conditions stipulated by laws, administrative regulations, normative documents and the articles of association.
If the independent director candidate fails to obtain the independent director qualification certificate at the time of nomination, he shall make a written commitment to participate in the latest independent director qualification training and obtain the independent director qualification certificate.
Article 9 the qualifications of candidates for independent directors shall meet the following requirements:
(i) Provisions of the company law on the qualification of directors;
（2） Provisions of the Civil Servant Law on civil servants holding concurrent posts;
（3） Provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee on standardizing the appointment of middle management cadres as independent directors and independent supervisors of listed companies and fund management companies after they resign from public office or retire (leave);
（4） The provisions of the opinions on strengthening the construction of anti-corruption in Colleges and universities issued by the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision on the concurrent appointment of members of leading groups in Colleges and universities;
（5） The provisions of the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC;
（6） Other laws, administrative regulations and departmental rules.
Article 10 independent directors shall be independent, and there shall be no following circumstances:
(i) Personnel working in the company and its holding subsidiaries and affiliated enterprises, their immediate relatives and main social relations;
（2） Natural person shareholders and their close relatives who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
（3） Persons working in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate relatives;
（4） Persons who hold posts in the actual controller of the company and its subsidiaries;
（5） Personnel providing financial, legal and consulting services for the company and its controlling shareholders or their respective subsidiaries, including all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
（6） Serve as a director, supervisor or senior manager in a unit with significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
（7） Persons who have had the situations listed in the above six items in the most recent year;
（8） Other personnel recognized by CSRC and Shanghai Stock Exchange and other personnel specified in the articles of association.
The term “holding a post” as mentioned in the preceding paragraph refers to serving as a director, supervisor, senior manager and other staff; “Immediate relatives” refer to spouses, parents and children; “Major social relations” means brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange or the articles of association, or other major matters recognized by Shanghai Stock Exchange.
Chapter III nomination, election and replacement of independent directors
Article 11 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 12 candidates for independent directors shall not be under the following circumstances:
(i) He has been subject to administrative punishment by the CSRC in recent three years;
（2） During the period when the stock exchange publicly determines that it is inappropriate to serve as a director of a listed company;
（3） In recent three years, he has been publicly condemned by the stock exchange or criticized twice or more;
（4） During his tenure as an independent director, he did not attend the board meeting for two consecutive times or did not attend the board meeting in person, accounting for more than one-third of the board meeting in the current year;
（5） During his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
Article 13 the nominee of an independent director shall obtain the consent of the nominee before nomination.
Article 14 the nominee shall fully understand the nominee’s occupation, educational background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent and objective judgment. Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall disclose the above contents in accordance with the provisions.
Article 15 if the board of directors, the board of supervisors or shareholders with the right to nominate independent directors of the company intend to nominate independent director candidates, the company shall fill in the basic information of independent director candidates online on the website of Shanghai Stock Exchange within 2 trading days from the date of determining the nomination, and submit relevant materials of independent director candidates to Shanghai Stock Exchange, Including written documents such as statement of independent director nominees and statement of independent director candidates.
If the board of directors of the company has any objection to the relevant information of the independent director candidates nominated by the board of supervisors or shareholders, it shall submit the written opinions of the board of directors to Shanghai Stock Exchange at the same time.
The above-mentioned “confirmation of nomination” refers to the resolution of the board of directors and the board of supervisors to nominate independent directors, or the written document of independent directors nominated by shareholders with the right to nominate independent directors delivered to the company.
Shanghai Stock Exchange shall review the qualifications of independent director candidates within 5 trading days after receiving the materials submitted by the company. Independent director candidates and independent director nominees shall truthfully answer the inquiries of Shanghai Stock Exchange within the specified time, and timely supplement and submit relevant materials as required. If the relevant materials are not submitted in time as required, Shanghai Stock Exchange will review the existing materials within the specified time and make a decision on whether to object to the qualification of independent director candidates.
If Shanghai Stock Exchange does not raise any objection to the qualification of independent director candidates within 5 trading days from the date of receiving the materials submitted by the company, the company may perform the decision-making procedures to elect independent directors.
The company shall not submit the independent director candidates who raise objections from Shanghai Stock Exchange to the general meeting of shareholders for election as independent directors, and shall postpone or cancel the general meeting of shareholders or cancel the relevant proposals of the general meeting of shareholders in accordance with the rules of the general meeting of shareholders of listed companies of CSRC.
When the company holds a general meeting of shareholders to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shanghai Stock Exchange.
Article 16 for independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently, or fail to safeguard the legitimate rights and interests of the company and small and medium-sized investors, shareholders who individually or jointly hold more than 1% of the shares of the company may put forward a challenge or removal proposal to the board of directors of the company. The challenged independent directors shall explain the questioned matters in time and disclose them. The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals, and disclose the discussion results.
If an independent director fails to attend the meeting of the board of directors in person for two consecutive times (the “attending in person” includes attending the meeting of the board of directors in person and by communication), and does not entrust other directors to attend the meeting of the board of directors, the board of directors shall request the general meeting of shareholders to replace him. In addition to the above circumstances and the circumstances stipulated in the company law that an independent director shall not be removed without reason before the expiration of his term of office. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director considers that the company’s reason for dismissal is improper, he may make a public statement.
If the independent director of the company fails to meet the above qualifications after taking office, he shall resign from the position of independent director within 30 days from the date of such circumstances. If an independent director fails to resign as required, the board of directors of the company shall start the decision-making procedure within 2 days and remove him from his post.
Article 17 the voting method for the election of independent directors is the same as that for the election of other directors by the company.
Article 18 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 19 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the resignation of an independent director causes the number of independent directors or members of the board of directors of the company to be lower than the minimum number specified in the statutory or the articles of association, the resignation report of the independent director shall not take effect until the next independent director fills the vacancy caused by his resignation. Before the resignation report takes effect, the independent director who proposes to resign shall continue to perform his duties in accordance with laws, administrative regulations, the articles of association and the system, except for resignation due to loss of independence and dismissal according to law. In case of the above circumstances, the board of directors shall nominate new independent director candidates within 90 days from the date of resignation of the independent director, and the company shall convene the general meeting of shareholders as soon as possible to complete the by election of independent directors.
Chapter IV responsibilities of independent directors
Article 20 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws, administrative regulations, normative documents and the articles of association, the company also gives independent directors the following special functions and powers:
(i) Major connected transactions shall be submitted to the board of directors for discussion after being approved by independent directors; Before making a judgment, an independent director may hire an intermediary to issue an independent financial consultant’s report as the basis for his judgment.
（2） Propose to the board of directors to employ or dismiss the accounting firm;
（3） Propose to the board of directors to convene an extraordinary general meeting of shareholders;
（4） Propose to convene the board of directors;
（5） When necessary, the right to independently hire an intermediary to express professional opinions, and the relevant expenses shall be borne by the company;
（6） May publicly solicit voting rights from shareholders prior to the convening of the general meeting of shareholders, but may not solicit voting rights by means of compensation or compensation in disguised form;
（7） Other functions and powers conferred by laws, administrative regulations, departmental rules, normative documents, self-discipline rules, the articles of association and other provisions of this chapter.
Independent directors shall focus on the company’s related party transactions, external guarantees and capital raising
