Ucap Cloud Information Technology Co.Ltd(688228)
Related party transaction management system
Chapter I General Provisions
Article 1 in order to regulate Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company” or “the company”), improve the standard operation level of the company, and protect the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange This system is formulated in accordance with 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, other relevant laws, administrative regulations, normative documents and the Ucap Cloud Information Technology Co.Ltd(688228) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
The disclosure of related parties and related transactions in the non-financial report part of the company’s interim report and periodic report shall comply with the Listing Rules of Shanghai Stock Exchange’s science and innovation board and the standards for the content and format of information disclosure by companies offering securities to the public No. 2
<年度报告的内容与格式>
》Provisions of the. The disclosure of related parties and related transactions in the financial report part of the periodic report shall comply with the provisions of the accounting standards for Business Enterprises No. 36 – disclosure of related parties.
Article 2 the audit committee under the board of directors of the company shall perform the duties of controlling and daily management of the company’s connected transactions.
Article 3 if the company, its holding subsidiaries, branches, directors, supervisors, senior managers and relevant parties violate this system, the company will give corresponding punishment to the relevant responsible persons according to the seriousness of the case until they are reported to the regulatory authority for handling.
Chapter II identification of related parties and related transactions
Article 4 the affiliated parties of the company include affiliated legal persons and affiliated natural persons.
Article 5 a natural person, legal person or other organization under any of the following circumstances shall be a related party of the company: (I) a natural person, legal person or other organization that directly or indirectly controls the company;
（2） Natural persons who directly or indirectly hold more than 5% of the shares of the company;
（3） Directors, supervisors or senior managers of the company;
（4） Family members closely related to the affiliated natural persons mentioned in items (I) to (III) of this article, including spouses, children over the age of 18 and their spouses, parents and their spouses’ parents, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses;
（5） Legal persons or other organizations directly holding more than 5% of the shares of the company;
（6） Directors, supervisors, senior managers or other major responsible persons of legal persons or other organizations that directly or indirectly control the company;
（7） Legal persons or other organizations directly or indirectly controlled by the affiliated legal persons or affiliated natural persons listed in items (I) to (VI) of this article, or the aforesaid affiliated natural persons (except independent directors) serve as directors and senior managers, except the company and its holding subsidiaries;
（8） Legal persons or other organizations indirectly holding more than 5% of the shares of the company;
（9） China Securities Regulatory Commission, Shanghai Stock Exchange or other natural persons, legal persons or other organizations identified by the company according to the principle of substance over form as having special relationship with the company, which may lead to the preference of the company’s interests; （10） Within 12 months before the date of transaction, or within 12 months after the relevant transaction agreement takes effect or the implementation of the arrangement, the legal person, other organization or natural person under any of the above circumstances shall be regarded as the related party of the company. Article 6 the “connected transactions” mentioned in this system refers to the transactions between the company or its subsidiaries and other related parties within the scope of consolidated statements, including the following transactions and events within the scope of daily business that may lead to the transfer of resources or obligations:
(i) Purchase or sale of assets;
（2） Foreign investment (excluding the purchase of bank financial products)
（3） Provide financial assistance;
（4） Provide guarantee;
（5） Leased in or leased out assets;
（6） Entrusted or entrusted management of assets and businesses;
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights and debts;
（9） Sign the license agreement;
（10） Transfer or transfer of research and development projects;
（11） Purchase of raw materials, fuel and power;
（12） Selling products and commodities;
（13） Providing or receiving labor services;
（14） Entrusted or entrusted sales;
（15） Deposits and loans with financial companies of related parties;
（16） Joint investment with related parties;
（17） Other matters identified by Shanghai stock exchange according to the principle of substance over form that may lead to the transfer of resources or obligations through agreement.
Chapter III Reporting of related parties
Article 7 the directors, supervisors, senior managers, shareholders holding more than 5% of the shares, actual controllers and persons acting in concert of the company shall inform the company of their relationship with the company in a timely manner.
The company shall update the list of related parties in a timely manner.
Article 8 the office of the board of directors and the audit committee of the board of directors shall confirm the list of related parties of the company and report to the board of directors and the board of supervisors in a timely manner.
Article 9 the office of the board of directors of the company shall timely fill in or update the list of related parties and related relationship information of the company online through the “special area for listed companies” on the website of Shanghai Stock Exchange.
Article 10 the information declared by the company’s related parties includes:
(i) Name, ID card number or legal person name, legal person organization code;
（2） Description of the association relationship with the company, etc.
Article 11 the company shall disclose the relationship between related parties and the company layer by layer, stating:
(i) Full name and organization code (if any) of the controller or share holder;
（2） Full name and organization code of the controlled party or investee (if any);
（3） The proportion of the total share capital of the controlled party or the invested party held by the controller or the investor.
Chapter IV decision-making authority and procedures for connected transactions
Article 12 the company shall submit the following related party transactions (except the provision of guarantee) to the board of directors for deliberation: (I) transactions with related natural persons with a transaction amount of more than 300000 yuan, except the payment of remuneration to such related natural persons;
（2） Transactions with affiliated legal persons that account for more than 0.1% of the company’s total audited assets or market value in the latest period, and exceed 3 million yuan.
Article 13 for transactions with related parties whose transaction amount (except providing guarantee) accounts for more than 1% of the company’s total audited assets or market value in the latest period and exceeds 30 million yuan, the audit or evaluation report on the transaction object issued by the securities service institution qualified to perform securities and futures related business shall be provided in accordance with the relevant provisions of Shanghai Stock Exchange, After deliberation by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation. However, related party transactions related to daily operations may be exempted from audit or evaluation.
Article 14 when conducting daily connected transactions with related parties, the company shall perform corresponding review procedures in accordance with the following provisions:
(i) The company can reasonably estimate the annual amount of daily connected transactions by category, perform the review procedures and disclose; If the actual implementation exceeds the expected amount, the review procedure shall be re performed and disclosed according to the excess amount; （2） The company’s annual report and semi annual report shall disclose daily connected transactions by classification, summary and disclosure;
（3） If the term of the daily related party transaction agreement signed between the company and related parties exceeds 3 years, relevant review procedures and disclosure obligations shall be performed again every 3 years.
Article 15 the daily related party transaction agreement shall at least include the transaction price, pricing principle and basis, and transaction price
If the agreement does not determine the specific transaction price but only states the reference market price, the company shall state the actual transaction price, the market price and its determination method, and the reasons for the differences between the two prices when performing the examination and approval procedures in accordance with Article 14.
Article 16 when providing guarantee for related parties, the company shall also abide by the company’s external guarantee management system, timely disclose it after being deliberated and approved by the board of directors, and submit it to the general meeting of shareholders for deliberation.
Where the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Article 17 If the company intends to conduct connected transactions that need to be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation. The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
Article 18 the board of directors shall invite independent directors to express their opinions on the connected transactions specified in the system and report to the board of supervisors. Before making a judgment, independent directors may hire an intermediary to issue an independent financial advisory report as the basis for their judgment. The board of supervisors of the company shall supervise the deliberation, voting, disclosure and performance of related party transactions, and express its opinions in the annual report.
Article 19 Where the company and its related parties jointly contribute to the establishment of the company, the capital contribution of the company shall be taken as the transaction amount, and the provisions of articles 12 and 13 shall apply.
Article 20 Where the company intends to give up the right of capital increase or priority assignment in the same proportion to the company jointly invested with related parties, the amount involved in the company’s waiver of the right of capital increase or priority assignment shall be the transaction amount, and the provisions of articles 12 and 13 shall apply.
If the company’s waiver of the right to increase capital or the right of preemptive transfer will lead to changes in the scope of the company’s consolidated statements, the transaction amount shall be all the net assets of the company corresponding to the company’s proposed waiver of the right to increase capital or the right of preemptive transfer at the end of the most recent period, and the provisions of articles 12 and 13 shall apply.
Article 21 when the company’s connected transactions involve “providing financial assistance”, “providing guarantee” or “entrusted financial management”, the amount shall be used as the calculation standard for disclosure, and shall be calculated cumulatively within 12 consecutive months according to the transaction type, and the provisions of articles 12 and 13 shall apply.
Those who have fulfilled relevant obligations in accordance with articles 12 and 13 shall not be included in the scope of relevant cumulative calculation.
Article 22 the following connected transactions of the company within 12 consecutive months shall be subject to the principle of cumulative calculation.
(i) Transactions with the same related party;
（2） Transactions related to the category of the subject matter of transactions with different related parties.
The above-mentioned same related parties include legal persons or other organizations that are directly or indirectly controlled by the same legal person or other organization or natural person, or have equity control relationship with each other, or the same related natural person acts as a director or senior manager.
If the decision-making procedures of the general meeting of shareholders have been performed in accordance with the cumulative calculation principle, it will not be included in the relevant cumulative calculation scope.
Article 23 Where there are special provisions on the examination and approval authority and procedures for matters related to affiliated exchanges in accordance with laws, administrative regulations, departmental rules, articles of association and other relevant provisions, such provisions shall prevail.
Article 24 when the board of directors of the company deliberates on related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. The meeting of the board of directors can be held only when more than half of the non affiliated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors. If the number of non affiliated directors attending the board meeting is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
(i) Is the counterparty;
（2） Is the direct or indirect controller of the counterparty;
（3） Working in the counterparty, or in the legal person or other organization that can directly or indirectly control the counterparty, or the legal person or other organization directly or indirectly controlled by the counterparty;
（4） Family members who are closely related to the natural persons listed by the counterparty or its direct or indirect controller (see item (4) of Article 5 of the system for the specific scope);
（5） The close family members of the directors, supervisors and senior managers of the legal person or organization listed by the counterparty or its direct or indirect controller (see item (4) of Article 5 of the system for the specific scope);
（6） Directors whose independent business judgment may be affected as determined by CSRC, Shanghai Stock Exchange or the company based on the principle of substance over form.
Article 25 when the general meeting of shareholders of the company deliberates on related party transactions, related shareholders shall avoid voting and shall not exercise voting rights on behalf of other shareholders.
The affiliated shareholders referred to in the preceding paragraph include the following shareholders or shareholders under any of the following circumstances shall withdraw from voting:
(i) Is the counterparty;
（2） Is the direct or indirect controller of the counterparty;
（3） Directly or indirectly controlled by the counterparty;
（4） Directly or indirectly controlled by the same legal person, natural person or other organization as the counterparty;
（5） Shareholders whose voting rights are restricted or affected due to unfulfilled equity transfer agreement or other agreements with the counterparty or its affiliates;
（6） Shareholders identified by China Securities Regulatory Commission or Shanghai stock exchange that may cause the company’s interests to tilt towards them.
Article 26 the board of supervisors of the company shall supervise the deliberation, voting, disclosure and performance of related party transactions, and express its opinions in the annual report.
Article 27 the following transactions between the company and related parties may be exempted from deliberation and disclosure in the form of related party transactions:
(i) One party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
（2） One party, as a member of the underwriting syndicate, underwrites shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
（3） One party receives dividends and bonuses according to the resolutions of the general meeting of shareholders of the other party or receives remuneration according to the resolutions of the general meeting of shareholders and the board of directors of the other party;
（4） One party participates in the public bidding or auction of the other party, except that the bidding or auction is difficult to form a fair price;
（5） Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
（6） The pricing of related party transactions is stipulated by the state;
（7） Related parties provide funds to the company, the interest rate level is not higher than the benchmark loan interest rate for the same period stipulated by the people’s Bank of China, and the company has no corresponding guarantee for the financial assistance;
（8） The company reports to the directors, supervisors and senior management according to the same transaction conditions as non related parties
