Securities code: 688228 securities abbreviation: Ucap Cloud Information Technology Co.Ltd(688228) Announcement No.: 2022-006 Ucap Cloud Information Technology Co.Ltd(688228)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that the contents of the announcement are free from any false records and misleading statements
Or major omissions, and shall bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company”) convened the 17th interim meeting of the second board of directors on December 30, 2021, and deliberated and adopted the revised
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The relevant information is hereby announced as follows:
In accordance with the guidelines for the articles of association of listed companies, the guidelines for the governance of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws, regulations and relevant provisions, and in combination with the actual situation of the company, it is proposed to revise the articles of Association. See the comparison table for the revision of the articles of Association for details.
Comparison table of amendments to the articles of Association
Serial number before revision after revision
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, Article 1 in order to safeguard the legitimate rights and interests of Ucap Cloud Information Technology Co.Ltd(688228) information technology shares and standardize the organization and behavior of the company, according to the limited company (hereinafter referred to as “the company” and “the company”) and the company law of the people’s Republic of China (hereinafter referred to as “the legitimate rights and interests of shareholders and creditors and standardize the organization and administration of justice of the company”) The articles of association are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant (hereinafter referred to as the “company law”) and the provisions of the people’s Republic of China. The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The articles of association are formulated in accordance with the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the “Listing Rules”), the guidelines for the application of the self regulatory rules of listed companies on the Kechuang board of Shanghai Stock Exchange No. 1 – standardized operation, and other relevant laws, administrative regulations and normative documents.
Article 28 directors, supervisors and senior managers of the company Article 28 directors, supervisors, senior managers, managers holding more than 5% of the company’s shares and shareholders holding more than 5% of the company’s shares shall sell the company’s shares held by them within six months after they buy them, Or buy equity securities within six months after the sale and sell them within six months after the purchase
In, the income from this shall belong to the company, and the company shall sell it, or buy it within six months after selling it, so the board of directors will recover its income. The income shall be owned by the company, and the board of directors of the company shall recover the income if the board of directors of the company fails to implement the provisions of the preceding paragraph.
Shareholders have the right to require the board of directors to implement it within 30 days. If the directors, supervisors, senior managers and the board of directors mentioned in the preceding paragraph of the company fail to implement within the above-mentioned period, the shareholders have the shares held by natural person shareholders or other equity rights, and directly file a lawsuit in the people’s Court of their spouses, parents and children in their own name for the interests of the company. The board of directors of some or other companies does not execute the securities of equity nature in accordance with the provisions of paragraph 1.
The responsible directors shall bear joint and several liability according to law. If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 66 the convener shall verify the legitimacy of the legal shareholder qualification employed by the convener and the company according to the register of shareholders, and the registered shareholder division shall jointly verify the legitimacy of the shareholder qualification according to the shareholder’s name (or name) and the share register of voting rights held by the securities registration and clearing institution, and count three. The chairman of the meeting shall announce the names (or names) of the registered shareholders attending the meeting, the number of voting shareholders and agents held by them, and the number of shares with total voting rights held by them. Before the chairman of the meeting announces the number of on-site attendance, the meeting registration shall be terminated. The registration of the meeting shall be terminated before the number of shareholders and agents of the meeting and the total number of voting shares held.
Article 77 the following matters shall be adopted by the general meeting of shareholders. Article 77 the following matters shall be adopted by the general meeting of shareholders by ordinary resolution:
(i) Work reports of the board of directors and the board of supervisors; (i) Work reports of the board of directors and the board of supervisors; （2） Loss recovery plan prepared by the board of directors; （2） The profit distribution plan formulated by the board of directors and (3) the appointment, removal and loss recovery plan of the members of the board of directors and the board of supervisors;
4. Its remuneration and payment method; （3） Appointment and removal of members of the board of directors and the board of supervisors and (4) the company’s annual budget plan and final account plan; Its remuneration and payment method;
（5） Annual report of the company; （4） Annual budget plan and final account plan of the company; （6） Except as provided by laws, administrative regulations or the (5) annual report of the company;
(6) other than those stipulated in the articles of association that shall be adopted by special resolution, except those stipulated in laws, administrative regulations or these matters. Matters other than those that shall be adopted by special resolution as stipulated in the articles of association.
Article 78 the following matters shall be approved by the general meeting of shareholders by special resolution:
(i) The company increases or decreases its registered capital; (i) The company increases or decreases its registered capital; （2） Division, merger, dissolution and liquidation of the company (2) division, merger, dissolution and liquidation of the company; Calculate;
（3） Amendment of the articles of Association; （3） Amendment of the articles of Association;
（4） The company purchases or sells major assets within one year (4) the company purchases or sells major assets within one year or the amount of guarantee exceeds the company’s latest audited assets or the amount of guarantee exceeds 30% of the company’s latest audited total assets; Accounting for 30% of total assets;
（5） Equity incentive plan; （5） Equity incentive plan;
（6） Profit distribution policy and profit distribution plan; （6） Profit distribution policy;
（7） (7) other matters stipulated by laws, administrative regulations or the articles of association, which are determined by the general meeting of shareholders to be public by ordinary resolution, which will have a significant impact on the company by ordinary resolution, which need to be passed by special resolution, which need to be passed by special resolution. Other matters.
Article 79 shareholders (including shareholders’ agents) Article 79 shareholders (including shareholders’ agents) exercise their voting rights according to the number of voting shares they represent, exercise their voting rights according to the number of voting shares they represent, and each share has one vote. Each share has one vote.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed to the public in a timely manner. Counting. The results of separate vote counting shall be disclosed to the public in a timely manner. The shares of the company held by the company have no voting rights, and the shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. The total number of shares of the company.
The company’s board of directors, independent directors and shareholders who meet relevant regulations, independent directors and hold% of the prescribed conditions may publicly solicit shareholders’ voting rights. Shareholders with more than one voting share or collecting shareholders’ voting rights in accordance with the law shall fully disclose the laws, administrative regulations or the specific voting intention of the securities regulatory authority under the State Council to the collected person. It is prohibited to set up investor protection institutions (hereinafter referred to as “investor protection institutions”) in accordance with the paid or restructured provisions to solicit shareholders’ voting rights. Companies shall not be called “investor protection institutions”) as solicitors and may, from 6, put forward the minimum shareholding ratio limit for soliciting voting rights. The bank or entrusted securities companies and securities service institutions to publicly request the shareholders of the company to entrust them to attend the general meeting of shareholders on their behalf and exercise their shareholder rights such as proposal right and voting right on their behalf.
Where the rights of shareholders are solicited in accordance with the provisions of the preceding paragraph, the soliciter shall disclose the solicitation documents, and the company shall cooperate; The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person.
It is prohibited to publicly solicit shareholders’ rights with compensation or in a disguised form.
The public solicitation of shareholders’ rights violates laws, administrative regulations or the Securities Regulatory Commission of the State Council
