Ucap Cloud Information Technology Co.Ltd(688228)
Information disclosure management system
general provisions
Article 1 in order to regulate Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company” or “the company”), strengthen the management of information disclosure and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (“the securities law”), the standards for the governance of listed companies and the measures for the administration of information disclosure of listed companies The Listing Rules of Shanghai Stock Exchange’s Sci tech Innovation Board (hereinafter referred to as the “Listing Rules of sci tech Innovation Board”), the guidelines for the application of self regulatory rules of Shanghai Stock Exchange’s Sci tech innovation board listed companies No. 1 – standardized operation and other laws, administrative regulations and normative documents, as well as the provisions of the Ucap Cloud Information Technology Co.Ltd(688228) articles of Association (hereinafter referred to as the “articles of association”), This system is formulated.
Article 2 the “information” mentioned in this system refers to the information that may have a great impact on the trading price of the company’s securities and their derivatives, related to the value judgment and investment decision-making of investors, and the information required to be disclosed by the securities regulatory authorities.
The term “disclosure” as mentioned in this system refers to the publication of the above information to the public in the prescribed manner on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC within the prescribed time, and the submission to the securities regulatory department and Shanghai Stock Exchange in accordance with the provisions.
If the relevant departments and personnel of the company or other information disclosure obligors cannot determine whether the matters involved belong to the “information” in this system, they shall contact the Secretary of the board of directors of the company in time and the Secretary of the board of directors of the company shall be responsible for identifying them.
The company and other information disclosure obligors shall disclose information according to law, and no institution, department or person shall disclose information without authorization.
Article 3 the system is applicable to the following personnel and institutions, hereinafter referred to as “information disclosure obligors”:
(i) Directors and board of directors of the company;
（2） The company’s supervisors and the board of supervisors;
（3） Senior managers such as general manager, deputy general manager and financial director of the company;
（4） The Secretary of the board of directors and the office of the board of directors of the company;
（5） Responsible persons of all departments, branches and subsidiaries of the company;
（6） The controlling shareholder and actual controller of the company, and the shareholder holding more than 5% of the shares of the company;
（7） Core technical personnel of the company;
（8） Natural persons, units and their related personnel such as acquirers, parties involved in major asset restructuring, refinancing and major transactions;
（9） The insolvency representative and its members;
（10） Other company personnel and departments responsible for information disclosure.
Section I basic principles of information disclosure
Article 4 the company and relevant information disclosure obligors shall disclose all matters that may have a great impact on the trading price of the company’s securities and their derivatives or on investment decisions (hereinafter referred to as “major events or major events”). The specific matters to be disclosed shall be determined in accordance with the provisions of the standards for the governance of listed companies, the measures for the administration of information disclosure of listed companies, the Listing Rules of stocks on the science and innovation board and other laws, regulations and normative documents.
The directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate, complete, timely and fair, and that the information disclosed by the company is timely and fair, and the content of information disclosure is true, accurate and complete, without false records, misleading statements or major omissions. If any director, supervisor or senior manager has any objection to the contents of the announcement, he shall make a corresponding statement in the announcement and explain the reasons.
Article 5 the information disclosed by the company and relevant information disclosure obligors shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the actual situation, and there shall be no false records.
Article 6 the company and relevant information disclosure obligors shall disclose information objectively, without exaggeration or misleading statements.
The disclosure of future business and financial status and other predictive information shall be reasonable, prudent and objective.
Article 7 the information disclosed by the company and relevant information disclosure obligors shall be complete in content, fully disclose the information that has a significant impact on the company, reveal the major risks that may arise, and shall not selectively disclose some information or make major omissions.
The information disclosure documents shall have complete materials and the format shall meet the specified requirements.
Article 8 under any of the following circumstances, the company and relevant information disclosure obligors shall disclose major matters in a timely manner:
(i) The board of directors or the board of supervisors has formed resolutions on major issues;
（2） Relevant parties have signed a letter of intent or agreement on major matters;
（3） Directors, supervisors or senior managers are aware of the major event;
（4） Other major events.
If there is great uncertainty in the major matters planned by the company, the immediate disclosure may damage the interests of the company or mislead investors, and the insider of the relevant insider information has made a written commitment to confidentiality, the company may not disclose it temporarily, but it shall disclose it to the public at the latest when the major matters form a final resolution, sign a final agreement, and it is determined that the transaction can be reached.
If the relevant information is really difficult to keep secret, has been leaked or there are market rumors, resulting in significant fluctuations in the company’s stock trading price, the company shall immediately disclose the relevant planning and progress.
Section II General requirements for information disclosure
Article 9 the company shall disclose major information that can fully reflect the company’s business, technology, finance, corporate governance, competitive advantage, industry trend and industrial policy, and fully reveal the company’s risk factors and investment value, so as to facilitate investors’ reasonable decision-making.
Article 10 the company shall make targeted information disclosure on performance fluctuations, industrial risks, corporate governance and other related matters, and continuously disclose major information such as scientific research level, scientific research personnel, scientific research capital investment, key investment fields of raised funds and so on.
Article 11 Where the company plans major events for a long time, it shall disclose the progress in stages in accordance with the principle of materiality and prompt relevant risks in time, and shall not refuse to disclose only on the grounds that the results of relevant events are uncertain.
Article 12 in addition to the information that needs to be disclosed according to law, the company and the information disclosure obligor may voluntarily disclose information related to the value judgment and investment decision-making of investors, but shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the company and the information disclosure obligor shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure. The company and the information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 13 the company’s announcement manuscripts shall be focused, logical, plain, concise and easy to understand, avoid using a large number of professional terms, too obscure expressions and foreign languages and their abbreviations, avoid vague, templated and redundant information, and shall not contain words of congratulation, publicity, advertising, compliment, slander and other nature. The draft of the announcement shall be in Chinese, and if it is in a foreign language at the same time, the consistency of the contents of the two texts shall be ensured. In case of any inconsistency between the two versions, the Chinese version shall prevail.
Article 14 major events stipulated by laws, regulations and relevant rules of China securities regulatory authority and Shanghai Stock Exchange in the subsidiaries and other entities within the scope of the company’s consolidated statements shall be regarded as major events of the company, and these systems shall apply.
Where the company’s participating companies have major events stipulated by laws, regulations, and relevant rules of China securities regulatory authority and Shanghai Stock Exchange, which may have a great impact on the company’s stock trading price, the company shall perform the obligation of information disclosure with reference to the application of this system.
Article 15 Where the company and relevant information disclosure obligors apply to the relevant information disclosure requirements of Shanghai Stock Exchange, which may make it difficult for the company to reflect the actual situation of business activities, meet the industrial regulatory requirements or the relevant provisions of the company’s place of registration, they may apply to Shanghai Securities for adjustment, but shall explain the reasons and alternative plans, And hire a law firm to issue legal opinions.
Chapter II implementation and supervision of information disclosure
Article 16 the office of the board of directors is the permanent institution of the company responsible for the management of information disclosure. The information disclosure management system shall be formulated by the office of the board of directors and submitted to the board of directors of the company for deliberation and implementation.
Article 17 the information disclosure management system shall be reported to the Guangdong regulatory bureau of China Securities Regulatory Commission (“Guangdong securities regulatory bureau”) and Shanghai stock exchange for the record within five working days after the deliberation and adoption of the board of directors, and shall be disclosed on the website of Shanghai Stock Exchange in accordance with the relevant provisions of Shanghai Stock Exchange.
Article 18 the information disclosure management system shall be implemented by the board of directors of the company. The chairman of the company shall be the first person responsible for the implementation of the information disclosure management system, the Secretary of the board of directors shall be the person directly responsible for the company’s information disclosure, and all members of the board of directors of the company shall be jointly and severally liable.
Article 19 the management system of information disclosure affairs shall be supervised by the board of supervisors of the company. The board of supervisors shall regularly or irregularly inspect the implementation of the information disclosure management system, timely urge the board of directors of the company to correct the major defects found, and require the board of directors to revise the system as needed. If the board of directors does not make corrections, the board of supervisors may report to Shanghai Stock Exchange. The announcement of the board of supervisors shall be issued after formal review by Shanghai Stock Exchange.
Article 20 if the company’s violation of information disclosure is taken regulatory measures by the CSRC in accordance with the measures for the administration of information disclosure of listed companies, or criticized or publicly condemned by the Shanghai Stock Exchange in accordance with the Listing Rules of stocks on the science and innovation board, the board of directors of the company shall timely organize the inspection of the information disclosure management system and its implementation, Take corresponding corrective measures. The company shall timely impose internal sanctions on the relevant responsible persons, and report the relevant handling results to Shanghai stock exchange for filing within 5 working days.
Article 21 Where the company makes amendments to the information disclosure management system, it shall resubmit it to the board of directors for deliberation and approval, and perform the filing and online procedures in accordance with relevant rules.
Article 22 the board of directors of the company shall conduct a self-assessment on the annual implementation of the information disclosure management system. While the annual report is disclosed, the self-assessment report of the board of directors on the implementation of the information disclosure management system shall be included in the annual internal control self-assessment report for disclosure.
Article 23 the board of supervisors shall form an annual evaluation report on the implementation of the company’s information disclosure management system and disclose it in the announcement of the board of supervisors of the annual report.
Chapter III forms of information disclosure
Article 24 the company’s information disclosure documents include but are not limited to:
(i) Regular reports of the company:
（2） Interim report of the company;
（3） Information disclosure documents published by the company for issuing securities and their derivatives, including but not limited to prospectus, bond prospectus, listing announcement, etc.
Section I periodic reports
Article 25 the periodic reports to be disclosed by the company include annual reports, semi annual reports and quarterly reports. All information that has a significant impact on investors’ investment decisions shall be disclosed.
Article 26 the financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
Where the company plans to issue shares or convert capital reserve into share capital, the financial and accounting reports of the semi annual report or quarterly report on which it is based shall be audited; Only cash dividends can be exempted from audit.
Article 27 an annual report shall be prepared and disclosed within four months from the end of each fiscal year, a semi annual report within two months from the end of the first half of each fiscal year, and a quarterly report within one month after the end of the first three months and nine months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall timely announce the reasons, solutions and expected time of disclosure.
Article 28 the annual report shall include the following contents:
(i) Basic information of the company;
（2） Main accounting data and financial indicators;
（3） The issuance and changes of the company’s shares and bonds, the total amount of shares and bonds, the total number of shareholders at the end of the reporting period, and the shareholding of the company’s top 10 shareholders;
（4） Shareholders holding more than 5%, controlling shareholders and actual controllers;
（5） The employment, shareholding changes and annual remuneration of directors, supervisors and senior managers;
（6） Report of the board of directors;
（7） Management discussion and analysis;
（8） Major events during the reporting period and their impact on the company;
（9） Full text of financial accounting report and audit report;
（10） Other matters prescribed by the CSRC and the Shanghai Stock Exchange.
Article 29 the semi annual report shall include the following contents:
(i) Basic information of the company;
（2） Main accounting data and financial indicators;
（3） The issuance and changes of the company’s shares and bonds, the total number of shareholders, the shareholding of the company’s top 10 shareholders, and the changes of controlling shareholders and actual controllers;
（4） Management discussion and analysis;
（5） Major litigation, arbitration and other major events during the reporting period and their impact on the company;
（6） Financial accounting report;
（7） Other matters prescribed by the CSRC and the Shanghai Stock Exchange.
Article 30 the quarterly report shall include the following contents:
(i) Basic information of the company;
（2） Main accounting data and financial indicators;
（3） Other matters prescribed by the CSRC and the Shanghai Stock Exchange.
Article 31 the company shall make an appointment with the Shanghai stock exchange for the disclosure time of the periodic report. If it is necessary to change the disclosure time for some reason, it shall apply to the Shanghai stock exchange for change 5 trading days in advance.
Article 32 the board of directors of the company shall prepare and review periodic reports to ensure timely disclosure.
Article 33 the contents of the periodic report shall be examined and approved by the board of directors of the company. Periodic reports that have not been examined and approved by the board of directors shall not be disclosed.
The directors and senior managers of the company shall sign a written confirmation opinion on the periodic report to explain whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The content of the report is
