Ucap Cloud Information Technology Co.Ltd(688228)
Management system of raised funds
Chapter I General Provisions
Article 1 in order to manage the raised funds of Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company”), improve the efficiency of the use of the raised funds of the company 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 and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies The guidelines for the issuance and listing of securities on the Shanghai Stock Exchange, the Listing Rules of shares on the science and Innovation Board of the Shanghai Stock Exchange, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of the Shanghai Stock Exchange No. 1 – standardized operation, and other laws, administrative regulations and departmental rules This system is hereby formulated in accordance with the relevant provisions of 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.
Article 2 the funds raised in this system refer to the funds raised by the company through issuing securities to unspecified objects (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and issuing securities to specific objects, but do not include the funds raised by the company through the implementation of equity incentive plan.
Article 3 the board of directors of the company shall fully demonstrate the feasibility of the investment project with raised funds, be sure that the investment project has good market prospect and profitability, effectively prevent investment risks and improve the use efficiency of raised funds.
Article 4 the board of directors of the company shall establish an internal control system for the storage, use and management of raised funds, and specify the storage, use, change, supervision and accountability of raised funds.
Article 5 the directors, supervisors and senior managers of the company shall be diligent and responsible, urge the company to standardize the use of the raised funds, consciously maintain the safety of the raised funds, and shall not participate in, assist or connive at the company to change the purpose of the raised funds without authorization or in a disguised form.
The controlling shareholders and actual controllers of the company shall not directly or indirectly occupy or misappropriate the company’s raised funds, and shall not use the company’s raised funds and investment projects with raised funds (hereinafter referred to as “raised investment projects”) to obtain illegitimate interests.
Chapter II storage of raised funds
Article 6 the raised funds of the company shall be deposited in a special account approved by the board of directors (hereinafter referred to as the “special account for raised funds”) for centralized management and use. The special account for raised funds shall not deposit non raised funds or be used for other purposes.
Article 7 the company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement on the special account storage of the raised funds with the recommendation institution or independent financial consultant and the commercial bank storing the raised funds (hereinafter referred to as “commercial bank”). The agreement shall at least include the following contents:
(i) The company shall centrally deposit the raised funds in the special account for raised funds;
（2） The commercial bank shall provide the company with the bank statement of the special account for raised funds every month and send a copy to the recommendation institution or independent financial adviser;
（3） A recommendation institution or an independent financial consultant may inquire about the information of the special account for raised funds at a commercial bank at any time;
（4） Liability for breach of contract of the company, commercial bank, recommendation institution or independent financial consultant.
The company shall report to the Shanghai stock exchange for filing and make an announcement within 2 trading days after the signing of the above agreement. Where a company implements a raised investment project through a holding subsidiary or other entity, a tripartite supervision agreement shall be jointly signed by the company, the company implementing the raised investment project, commercial banks, recommendation institutions or independent financial advisers. The company and the company implementing the raised investment project shall be regarded as one of the common parties.
If the above agreement is terminated in advance due to the change of commercial banks, recommendation institutions or independent financial advisers before the expiration of the term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the agreement.
Chapter III use of raised funds
Article 8 the company shall disclose the specific arrangements for the key investment of the raised funds in the field of scientific and technological innovation, and continuously disclose the use of the raised funds.
Independent directors shall focus on the use of the company’s raised funds, and may propose to convene the board of directors, the general meeting of shareholders, and hire accounting firms, law firms and other securities service institutions to audit, verify or express opinions on relevant matters.
Article 9 the company shall comply with the following requirements when using the raised funds:
(i) The company shall make clear provisions on the application, hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds;
（2） The company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents;
（3） In case of any situation that seriously affects the normal progress of the use plan of the raised funds, the company shall timely report to the Shanghai Stock Exchange and make an announcement;
（4） In case of any of the following circumstances in a raised investment project, the company shall re demonstrate the feasibility and expected income of the raised investment project, decide whether to continue to implement the project, and disclose the progress of the project, the reasons for abnormalities and the adjusted raised investment project (if any) in the latest periodic report:
1. Significant changes have taken place in the market environment involved in the raised investment project;
2. The raised investment project has been shelved for more than 1 year;
3. It exceeds the completion period of the investment plan of the raised funds and the investment amount of the raised funds does not reach 50% of the relevant plan amount;
4. Other abnormal circumstances occur in the raised investment project.
Article 10 in principle, the funds raised by the company shall be used for the main business and invested in the field of scientific and technological innovation. The following behaviors are not allowed:
(i) Except for financial enterprises, the raised funds are used to carry out entrusted financial management (except cash management), entrusted loans and other financial investments, securities investment, derivatives investment and other high-risk investments, as well as direct or indirect investment in companies whose main business is the purchase and sale of securities;
（2） Changing the purpose of the raised funds in a disguised form through pledge, entrusted loan or other means;
（3） Provide the raised funds directly or indirectly to the controlling shareholder, actual controller and other related persons for use, so as to facilitate the related persons to obtain illegitimate interests by using the raised investment project;
（4） Other acts in violation of the provisions on the administration of raised funds.
Article 11 Where the company invests the raised capital investment project in advance with the self raised capital, it may replace the self raised capital with the raised capital within 6 months after the arrival of the raised capital.
The replacement shall be deliberated and approved by the board of directors, and the accounting firm shall issue an assurance report, which shall be clearly agreed and disclosed by the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Article 12 the company’s temporarily idle raised funds can be subject to cash management, and its investment products must meet the conditions of high safety and good liquidity, and shall not affect the normal progress of the investment plan of the raised funds.
Investment products shall not be pledged, and the special product settlement account (if applicable) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company shall report to Shanghai stock exchange for filing and announcement within 2 trading days.
Article 13 Where a company uses idle raised funds to invest in products, it shall be deliberated and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall give explicit consent. The company shall announce the following contents within 2 trading days after the meeting of the board of directors:
(i) The basic information of the raised funds, including the time, amount, net amount and investment plan of the raised funds;
（2） Use of raised funds;
（3） The amount and term of idle raised funds investment products, whether there is any behavior of changing the purpose of raised funds in a disguised form and measures to ensure that the normal progress of raised funds projects will not be affected;
（4） Income distribution mode, investment scope and safety of investment products;
（5） Opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
Article 14 If the company uses idle raised funds to supplement working capital temporarily, it shall meet the following requirements:
(i) The purpose of the raised funds shall not be changed in a disguised form, and the normal progress of the investment plan of the raised funds shall not be affected;
（2） It is limited to the production and operation related to the main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements; （3） The time for a single replenishment of working capital shall not exceed 12 months;
（4） The previously raised funds for temporary replenishment of working capital that have been returned and expired (if applicable). The company’s temporary use of idle raised funds to supplement working capital shall be reviewed and approved by the company’s board of directors, and the independent directors, the board of supervisors and the sponsor shall express their explicit consent. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
Before the due date of supplementary working capital, the company shall return this part of the capital to the special account for raised capital, and report to Shanghai Stock Exchange and make an announcement within 2 trading days after all the capital is returned.
Article 15 the part of the net funds actually raised by the company that exceeds the planned amount of funds raised (hereinafter referred to as “over raised funds”) can be used to permanently supplement working capital or repay bank loans, but the cumulative amount used within each 12 months shall not exceed 30% of the total amount of over raised funds, And shall promise not to make high-risk investment or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
The provisions of the preceding paragraph shall not apply to the joint investment of the company and professional investment institutions in investment funds related to its main business, or market-oriented investment funds such as industrial investment funds in poor areas and poverty alleviation public welfare funds.
Article 16 Where the over raised funds are used for permanent replenishment of working capital or repayment of bank loans, they shall be deliberated and approved by the board of directors and the general meeting of shareholders of the company, and the online voting method shall be provided for shareholders, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their consent. The company shall report to the Shanghai Stock Exchange within 2 trading days after the meeting of the board of directors and announce the following contents:
(i) The basic information of the raised funds, including the time of raising, the amount of raised funds, the net amount of raised funds, the over raised amount and the investment plan;
（2） Commitment not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital;
（3） Opinions issued by independent directors, board of supervisors, recommendation institutions or independent financial advisers.
Article 17 Where the company uses the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.), it shall invest in the main business, conduct a scientific and prudent feasibility analysis of the investment project, submit it to the board of directors for deliberation and approval, and the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant shall give explicit consent, and timely fulfill the obligation of information disclosure.
If the company plans to use the over raised funds for a single time to reach 50 million yuan and more than 10% of the total over raised funds, it shall also be submitted to the general meeting of shareholders for deliberation and approval.
Article 18 after the completion of a single or all raised investment project, the company can use the surplus raised funds (including interest income) of the project for other purposes only after the deliberation and approval of the board of directors and the express consent of the independent directors, the board of supervisors, the recommendation institution or the independent financial consultant. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the meeting of the board of directors.
If the surplus raised capital (including interest income) is less than 10 million yuan, it may be exempted from the procedures in the preceding paragraph, and its use shall be disclosed in the annual report.
Chapter IV change of investment direction of raised funds
Article 19 the company shall be deemed to have changed the purpose of the raised funds under the following circumstances:
(i) Cancel or terminate the original raised investment projects, implement new projects or supplement working capital;
（2） Change the implementation subject of the raised investment project, except for the change between the company and its wholly-owned or holding subsidiaries;
（3） Change the implementation mode of raised investment projects;
（4） Other circumstances recognized by Shanghai Stock Exchange.
Article 20 the funds raised by the company shall be used for the purposes listed in the prospectus or the prospectus. In case of any change in the company’s raised investment project, it must be deliberated and approved by the board of directors and the general meeting of shareholders, and the change can only be made after the express consent of independent directors, recommendation institutions, independent financial advisers and the board of supervisors.
If the company only changes the implementation location of the raised investment project, it may be exempted from the procedures in the preceding paragraph, but it shall be reviewed and approved by the board of directors of the company, report to Shanghai Stock Exchange within 2 trading days, and announce the reasons for the change and the opinions of the sponsor or independent financial adviser.
Article 21 the changed raised investment project shall be invested in the main business.
The board of directors of the company shall scientifically and prudently analyze the feasibility of new raised investment projects, be sure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the use efficiency of raised funds. Article 22 If the company intends to change the raised investment project, it shall report to Shanghai Stock Exchange within 2 trading days after submitting it to the board of directors for deliberation and announce the following contents:
(i) Basic information of the original raised investment project and specific reasons for the change;
（2） Basic information and risk tips of new raised investment projects;
（3） Investment plan of new raised investment projects;
（4） Description that the new raised investment project has been obtained or has yet to be approved by relevant departments (if applicable);
（5） Opinions of independent directors, board of supervisors, recommendation institutions or independent financial advisers on the change of raised investment projects;
（6） Explanation that the change of raised investment project needs to be submitted to the general meeting of shareholders for deliberation;
（7） Other contents required by Shanghai Stock Exchange.
Where a new raised investment project involves related party transactions, purchase of assets and foreign investment, it shall also be disclosed with reference to the provisions of relevant rules.
Article 23 Where the company intends to transfer or replace the raised investment projects (except for the transfer or replacement of all raised investment projects in the company’s major asset restructuring), it shall report to Shanghai Stock Exchange within 2 trading days after being submitted to the board of directors for deliberation and announce the following contents:
(i) Specific reasons for external transfer or replacement of raised investment projects;
（2） The amount of the project invested with the raised funds;
（3） Completion degree and realized benefits of the project;
（4） Basic information and risk tips of the replaced project (if applicable);
（5） Pricing basis and relevant income of transfer or replacement;
（6） Opinions of independent directors, board of supervisors, recommendation institutions or independent financial advisers on the transfer or replacement of raised investment projects;
（7） Explanation that the transfer or replacement of raised investment projects need to be submitted to the general meeting of shareholders for deliberation;
（8） Other contents required by Shanghai Stock Exchange.
The company shall pay full attention to the transfer price
