Yonyou Auto Information Technology (Shanghai) (688479)
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友车科技: 第四届监事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 10:17
Group 1 - The company held its sixth meeting of the fourth Supervisory Board on September 5, 2025, via telecommunication, with all three supervisors present, ensuring compliance with relevant laws and regulations [1][2] - The Supervisory Board approved the proposal to use part of the raised funds to permanently supplement working capital, which is deemed to meet the company's liquidity needs and improve the efficiency of fund usage [1][2] - The proposal received unanimous support with 3 votes in favor, requiring submission to the shareholders' meeting for further approval [2] Group 2 - The Supervisory Board also approved the proposal to cancel the Supervisory Board, change the business scope, and amend the company's articles of association, which will also be submitted to the shareholders' meeting [2]
友车科技: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-09-05 10:16
Group 1 - The company Yonyou Automotive Information Technology (Shanghai) Co., Ltd. is holding a shareholder meeting on September 23, 2025, which will include both on-site and online voting methods [1][2]. - The voting will take place through the Shanghai Stock Exchange's network voting system, with specific time slots for trading system voting and internet voting [1][2]. - The agenda includes proposals such as the cancellation of the supervisory board, changes to the business scope, and amendments to the company's articles of association [2][7]. Group 2 - Shareholders must register to attend the meeting, with specific registration times and locations provided [3][6]. - The company has outlined the voting procedures, including the invalidation of votes that exceed the number of shares held by the shareholder [3][9]. - The meeting will also involve the election of independent directors through a cumulative voting system, allowing shareholders to allocate their votes among candidates [9][10].
友车科技: 用友汽车信息科技(上海)股份有限公司董事、高级管理人员所持本公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The company establishes a management system for the shares held by its directors and senior management to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [1] Share Trading Rules - Directors and senior management are prohibited from engaging in margin trading or derivative transactions involving the company's stock [2] - They must adhere to legal regulations and the company's articles of association regarding share trading [2] - There are specific periods during which directors and senior management cannot buy or sell company shares, such as 15 days before the announcement of annual or semi-annual reports [2][3] Restrictions on Share Transfer - Shares held by directors and senior management cannot be transferred within one year of the company's stock listing or within six months after leaving the company [3] - Additional restrictions apply if the company is under investigation for securities violations or if the individual is under investigation related to the company [3] Shareholding Disclosure and Reporting - Directors and senior management must report their shareholding information to the company and the Shanghai Stock Exchange within specified timeframes, including changes in personal information and share transactions [12][13] - They are required to notify the board secretary of their trading plans in writing before executing any trades [6] Responsibilities and Penalties - Directors and senior management must ensure that their immediate family members and controlled entities do not engage in insider trading [20] - Violations of trading regulations may result in disciplinary actions from the company and reporting to regulatory authorities [21] Miscellaneous Provisions - The management system will take effect upon approval by the company's board of directors and will be interpreted by the board [24][25]
友车科技: 用友汽车信息科技(上海)股份有限公司董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - The company establishes a comprehensive compensation management system for its directors and senior management to enhance motivation and ensure sustainable development [1][2]. Group 1: General Principles - The compensation management system aims to strengthen and standardize the compensation for directors and senior management, promoting their work enthusiasm and creativity [1]. - The system applies to independent directors, non-independent directors, and senior management, including the general manager, deputy general managers, financial officers, and other specified personnel [1][2]. Group 2: Compensation Standards and Assessment - Compensation for directors and senior management is based on the company's operational and management performance, integrating individual performance and development [2]. - The basic principles of compensation management include matching labor distribution with responsibilities, linking personal income with company performance, and aligning compensation with long-term company interests [2][3]. - Independent and external directors receive fixed allowances approved by the shareholders' meeting, while internal directors follow their respective salary and assessment management methods without additional allowances [2][3]. Group 3: Compensation Distribution - The compensation for internal directors and senior management is subject to the company's established salary distribution system [4]. - The company is responsible for withholding personal income tax and social insurance contributions from the compensation of directors and senior management [4][5]. Group 4: Compensation Adjustment - The compensation system should serve the company's development strategy and be adjusted according to changes in the business environment [5]. - Adjustments to compensation are based on industry salary increases, inflation levels, company profitability, organizational changes, and individual position changes [5][6]. - Temporary special rewards or penalties can be established for specific matters, subject to approval by the compensation and assessment committee and the board of directors [5][6].
友车科技: 用友汽车信息科技(上海)股份有限公司信息披露管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - The document outlines the information disclosure management system of Youyou Automotive Information Technology (Shanghai) Co., Ltd, emphasizing the importance of timely, accurate, and fair disclosure to protect investors' rights and comply with relevant laws and regulations [1][2][3]. Group 1: General Principles - The information disclosure obligations must be fulfilled in a timely manner, ensuring that the information is true, accurate, complete, and easily understandable [5][6]. - All investors should have equal access to disclosed information, and no selective disclosure is allowed [7][8]. - The company and its related parties must avoid misleading statements and ensure that future predictions are reasonable and cautious [4][6]. Group 2: Disclosure Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [14][15]. - The board of directors must ensure that periodic reports are disclosed on time, and any delays must be communicated promptly [15][16]. - Financial information in periodic reports must be audited, and unaudited reports cannot be disclosed [18][19]. Group 3: Major Events and Temporary Reports - The company must immediately disclose any major events that could significantly impact the trading price of its securities or influence investment decisions [29][30]. - Major events include significant changes in business operations, major investments, and any legal issues that may arise [30][31]. - If a major event is under consideration and disclosure could harm the company's interests, it may be temporarily withheld, but must be disclosed once a final decision is made [31][32]. Group 4: Responsibilities and Management - The chairman of the board is primarily responsible for managing information disclosure, while the board secretary coordinates the disclosure activities [42][43]. - All departments and subsidiaries must comply with the information disclosure management system and report any relevant information to the board secretary [49][50]. - Violations of the disclosure rules may result in disciplinary actions against responsible individuals, including warnings or termination [66][67].
友车科技: 用友汽车信息科技(上海)股份有限公司内部审计制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - The internal audit system of Yongyou Automotive Information Technology (Shanghai) Co., Ltd. is established to standardize internal audit work, ensure quality, prevent and control risks, and protect the rights of the company and its investors [1]. Group 1: Internal Audit Definition and Objectives - Internal audit refers to the evaluation and supervision of the effectiveness of internal controls and risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of business activities [1]. - The objectives of internal control include compliance with laws and regulations, improving operational efficiency, safeguarding assets, and ensuring accurate and fair information disclosure [1]. Group 2: Responsibilities and Structure of Internal Audit - The Board of Directors is responsible for establishing and effectively implementing the internal control system and ensuring the accuracy and completeness of related disclosures [2]. - The company has established an audit department as the internal audit institution, which operates independently from the finance department [2][3]. - Internal audit personnel must possess relevant professional knowledge and skills, and the audit department must have at least one qualified auditor [3]. Group 3: Duties and Authority of Internal Audit - The internal audit institution supervises business activities, risk management, internal controls, and financial information [3][4]. - The internal audit institution reports directly to the Board of Directors and must communicate with external audit units [4][5]. - The institution has the authority to review relevant documents, attend meetings, inspect compliance with internal controls, and require timely responses from relevant personnel [5]. Group 4: Audit Procedures and Reporting - The internal audit institution must develop an audit work plan based on the company's actual situation and conduct checks at least biannually on significant matters [6][7]. - An annual internal control evaluation report must be disclosed alongside the annual report, including the Board's declaration of its authenticity [6][7]. - If significant deficiencies or risks are identified, the internal audit institution must report them promptly to the audit committee [7]. Group 5: Accountability and Compliance - The company will hold accountable any individuals or units that obstruct the audit process or fail to comply with the internal audit system [8]. - Violations of the internal audit system may result in disciplinary actions or legal consequences [8].
友车科技: 用友汽车信息科技(上海)股份有限公司利润分配管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - The company establishes a profit distribution management system to ensure a scientific, sustainable, and stable distribution mechanism, enhancing transparency and protecting the rights of minority investors [2][3]. Summary by Sections General Principles - The profit distribution policy, especially regarding cash dividends, must follow the decision-making procedures outlined in the company's articles of association [2]. - The board of directors is responsible for researching and discussing shareholder return matters, formulating a clear shareholder return plan, and explaining the rationale behind it [2][3]. Profit Distribution Order - The company prioritizes investor returns and follows a specific order for distributing after-tax profits, including mandatory allocations to statutory reserves and addressing previous losses before profit distribution [4]. - The remaining after-tax profits are distributed according to the shareholding ratio, unless otherwise specified in the articles of association [4]. Profit Distribution Policy - The company emphasizes reasonable returns to shareholders while considering its operational situation and sustainable development [6]. - Cash dividends are prioritized when conditions are met, with a minimum of 30% of the average distributable profit over the last three years to be distributed in cash [6][7]. - The company may issue stock dividends under favorable operating conditions and when deemed beneficial for all shareholders [6]. Review Procedures and Mechanisms - The board proposes profit distribution plans based on profitability and funding needs, which must be reviewed and approved by the audit committee before being submitted to the shareholders' meeting [9]. - The company must provide multiple channels for communication with shareholders, especially minority shareholders, to gather their opinions and address their concerns [9]. Supervision and Disclosure - The audit committee supervises the board's execution of the profit distribution policy and decision-making processes [10]. - The company must disclose detailed information about its cash dividend policy and execution in its annual report, including reasons for any non-distribution of dividends [16]. Adjustments to Profit Distribution Policy - Any adjustments to the profit distribution policy due to significant changes in the external or internal environment require board approval and must be submitted to the shareholders' meeting for a two-thirds majority vote [10][11]. Additional Provisions - The company reserves the right to withhold dividends from shareholders who have violated company fund usage regulations [18]. - The profit distribution management system becomes effective upon approval by the board of directors [21].
友车科技: 用友汽车信息科技(上海)股份有限公司章程(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:15
Group 1 - The company is named Yonyou Auto Information Technology (Shanghai) Co., Ltd, and it was established as a joint-stock company through the overall restructuring of Yonyou Auto Information Technology (Shanghai) Co., Ltd [2][3] - The company registered capital is RMB 144.3174 million, and it was approved for public offering of 36,079,400 shares on March 7, 2023, with listing on the Shanghai Stock Exchange on May 11, 2023 [3][4] - The company aims to maintain the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [2][4] Group 2 - The company's business scope includes value-added telecommunications services, import and export of goods and technology, and various technology development and consulting services [4][5] - The company operates under the principle of sincere cooperation with users, aiming to be a reliable partner for its customers [4][5] Group 3 - The company has issued a total of 144,317,400 shares, all of which are ordinary shares, and the shares are registered with the China Securities Depository and Clearing Corporation [6][7] - The company can increase its capital through various methods as decided by the shareholders' meeting, and it may also reduce its registered capital following legal procedures [8][9] Group 4 - The company’s shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings, supervise operations, and transfer their shares according to the law [11][12] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year, and temporary meetings can be called under specific circumstances [50][51]
友车科技: 用友汽车信息科技(上海)股份有限公司募集资金管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:15
Core Viewpoint - The company has established a fundraising management system to regulate its fundraising activities, enhance the management of raised funds, prevent risks, and ensure the safety of these funds while maintaining the company's image and protecting shareholder interests [2][3]. Fundraising Management - The system applies to funds raised through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must establish internal controls for the storage, management, use, and supervision of raised funds, including approval authority and risk control measures [3][4]. Fund Storage - The company is required to open a special account for raised funds in a commercial bank approved by the board of directors, ensuring that these funds are not mixed with other funds [4][5]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [4][6]. Fund Usage - Raised funds must be used specifically for their intended purposes, aligning with national industrial policies and promoting sustainable development [7][8]. - If a fundraising project encounters significant changes in market conditions or fails to meet investment timelines, the company must reassess the project's feasibility and disclose any necessary adjustments [8][9]. Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders, especially if it involves new projects or significant alterations to existing ones [13][14]. - The company must ensure that any surplus funds are used for ongoing projects, share repurchases, or other approved purposes [11][12]. Fund Management and Supervision - The company is required to maintain accurate records of the use of raised funds and report on their status regularly [17][18]. - Independent financial advisors must conduct ongoing supervision and audits of the fundraising activities, reporting any irregularities to the relevant authorities [18][19].
友车科技: 用友汽车信息科技(上海)股份有限公司董事会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:15
Core Points - The article outlines the rules governing the board of directors of Youyou Automotive Information Technology (Shanghai) Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][21] - The board is a permanent decision-making body responsible to the shareholders' meeting, adhering to relevant laws and regulations [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure effective governance and decision-making within the company [2] - The board of directors is accountable to the shareholders and must comply with the law and the company's articles of association [2] Chapter 2: General Provisions for Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy [3][4] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [4] Chapter 3: Composition and Subcommittees of the Board - The board consists of seven directors, including three independent directors and one employee representative [13] - The chairman of the board is elected by a majority of the directors and has specific responsibilities, including presiding over meetings [14] Chapter 4: Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and make significant operational decisions [18] - Transactions exceeding certain thresholds must be submitted for board approval [20] Chapter 5: Board Meeting Procedures - The board must hold at least two meetings annually, with specific notice requirements for both regular and special meetings [22][12] - A quorum requires the presence of a majority of directors, and decisions are made by majority vote [26][27] Chapter 6: Resolutions and Records of Board Meetings - Resolutions must be documented, and directors are responsible for the decisions made during meetings [37] - Meeting records must be maintained for at least ten years [38] Chapter 7: Board Secretary - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure obligations [39][40] Chapter 8: Supplementary Provisions - The rules will take effect upon approval by the shareholders' meeting and can be amended as necessary [21][46]