Ucap Cloud Information Technology Co.Ltd(688228) articles of Association
December 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 issuance of shares five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders seventeen
Section IV proposal and notice of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of Directors twenty-seven
Section 1 Directors twenty-seven
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-eight
Section I supervisors thirty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section 2 profit distribution forty
Section III internal audit forty-five
Section IV appointment of accounting firm forty-five
Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-seven
Section 1 merger, division, capital increase and capital reduction forty-seven
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 50 Chapter XII Supplementary Provisions fifty
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as “the company” or “the company”), shareholders and creditors and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and 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 2 Ucap Cloud Information Technology Co.Ltd(688228) is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is established by Guangdong Cape Internet Information Technology Co., Ltd. according to the overall change of the original book net asset value into shares. It is registered with Dongguan Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91441900725969484e.
The company was registered with the consent of China Securities Regulatory Commission on January 14, 2020, issued 16783360 ordinary shares in RMB to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on March 27, 2020. Article 3 registered name of the company: Ucap Cloud Information Technology Co.Ltd(688228)
English Name: ucap cloud Information Technology Co., Ltd
Article 4 company domicile: room 1805, unit 2, building 5, Huixing commercial center, No. 1, Dongsheng Road, Shandong Province, Shilong Town, Dongguan City, Guangdong Province.
Article 5 the registered capital of the company is 67133440 yuan.
If the company changes the total registered capital due to the increase or decrease of the registered capital, it may adopt a resolution on the matters that need to modify the articles of association after the general meeting of shareholders passes the resolution approving the increase or decrease of the registered capital, and explain that it authorizes the board of directors to go through the registration procedures for the change of the registered capital.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe, and the company shall be liable for the debts of the company to the extent of all its assets.
A legally binding document on the rights and obligations of shareholders and between shareholders, and a legally binding document on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 10 the term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 11 business purpose of the company: through continuous technology and business model innovation, the company is committed to becoming an excellent world-class content management cloud computing solution and service provider. Adhering to the mission of connecting data and services, we have built a perfect “consulting construction efficiency improvement” ecosystem for the Internet services of governments and enterprises, so that governments and enterprises can serve the society more efficiently and intelligently in the Internet era, participate in the formulation of industry development norms, lead the development of the industry, continuously create value for customers and provide excellent services, Create a fair development platform and opportunities for employees, create an open and win-win platform, work with partners to create a healthy industrial ecological environment, and practice corporate social responsibility with practical actions.
Article 12 after registration according to law, the business scope of the company is: e-commerce application, network engineering, integrated development of software and network system; Network technology consulting services; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies restricted or prohibited by the state (for the projects subject to approval according to law, the business activities can be carried out only with the approval of relevant departments).
Chapter III shares
Section 1 share issuance
Article 13 the shares of the company shall be in the form of shares.
Article 14 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 15 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1. Article 16 the names of the promoters of the company and the number of shares subscribed are listed in the following table:
Serial number name or name of the initiator proportion of the number of shares (shares) held to the total shares
1 Wang Min 470000047%
2 Dongguan Zhengtong Computer Technology Co., Ltd. 300000030%
3 Beijing QingHan Technology Co., Ltd. 15000015%
4 Liu Xuanshan 8000008%
Total 1000000000%
The company was established by Guangdong Cape Internet Information Technology Co., Ltd. with the overall change of the audited book net asset value into shares as of June 30, 2016. The promoters converted the net asset value corresponding to the contribution of Guangdong Cape Internet Information Technology Co., Ltd. held by them into shares of the company.
Article 17 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 18 the total number of shares of the company is 67133440. The capital structure of the company is 67133440 ordinary shares and 0 shares of other types.
Article 19 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 20 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
(i) Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods provided by laws, administrative regulations and approved by the competent government organs.
Article 21 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures specified in the articles of association.
Article 22 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(i) Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） Shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
（5） To convert shares into convertible corporate bonds issued by the company;
（6） The company is necessary to maintain the company’s value and shareholders’ equity.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 23 the company may choose one of the following ways to purchase its shares:
(i) Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Article 24 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 22 of the articles of association, it shall be resolved by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (3), (5) and (6) of the preceding paragraph, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with paragraph 1 of this article, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; In the case of items (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 22 of the articles of association, it shall be carried out through public centralized trading.
Section 3 share transfer
Article 25 the shares of the company may be transferred according to law, except as otherwise provided in the company law and other laws, regulations and normative documents and the articles of association.
Article 26 the company does not accept the company’s shares as the subject matter of the pledge.
Article 27 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Where there are other provisions in laws, administrative regulations and normative documents, such provisions shall prevail.
Article 28 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares or other equity securities of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
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 29 to the extent permitted by laws, administrative regulations, departmental rules, normative documents and the articles of association, if the above-mentioned personnel and the core technical personnel designated by the company have other commitment arrangements for the restriction of the shares held by the company, they shall abide by these arrangements at the same time.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the shares held by shareholders. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Holding shares of the same class
