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].

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].

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].

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].

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]

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].

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]

General Provisions - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The rules apply to the company, all shareholders, shareholder representatives, directors, general managers, and other relevant personnel [1] Shareholder Meeting Organization - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year and can hold temporary meetings under specific circumstances [2][3] - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [2] Shareholder Meeting Proposals - Proposals must fall within the scope of the shareholder meeting's authority and comply with legal and regulatory requirements [6][14] - Shareholders holding 1% or more of shares can submit proposals at least 10 days before the meeting [6] Meeting Notification - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [17] - Notifications must include meeting details, agenda items, and rights of shareholders to attend and vote [17][18] Meeting Conduct - The meeting can be held at the company's registered address or other designated locations, combining in-person attendance with online voting [21] - Shareholders can attend in person or appoint representatives to vote on their behalf [21] Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of voting rights, respectively [36][38] - Related shareholders must abstain from voting on matters where they have a conflict of interest [39][40] Meeting Records and Announcements - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least 10 years [53][54] - Resolutions must be announced promptly, detailing the voting results and any significant decisions made [51][52]

国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐人"）作为用 友汽车信息科技（上海）股份有限公司（以下简称"友车科技"或"公司"）首 次公开发行股票并在科创板上市的保荐人，根据《上市公司募集资金监管规则》 《证券发行上市保荐业务管理办法》《上海证券交易所科创板股票上市规则》《上 海证券交易所上市公司自律监管指引第 11 号——持续督导》《上海证券交易所科 创板上市公司自律监管指引第 1 号——规范运作》等有关规定，对公司使用部分 超募资金永久补充流动资金的事项进行了核查，具体情况如下： 一、募集资金基本情况 国泰海通证券股份有限公司 经中国证券监督管理委员会于 2023 年 3 月 7 日出具的《关于同意用友汽车 信息科技（上海）股份有限公司首次公开发行股票注册的批复》（证监许可 [2023]482 号）同意注册，用友汽车信息科技（上海）股份有限公司向社会公开 发行人民币普通股 36,079,400 股，每股发行价格为人民币 33.99 元，募集资金总 额为人民币 122,633.88 万元，扣除各项发行费用后的实际募集资金净额为人民币 108,540.35 万元。上述资金已全部到位，经安永华明会计师事 ...

第一章 总则 第一条 为加强和规范用友汽车信息科技（上海）股份有限公司（以下称"公 司"）董事、高级管理人员的薪酬管理，建立和完善有效的激励与约束机制，充 分调动董事、高级管理人员的工作积极性和创造性，促进公司的持续健康发展， 根据《中华人民共和国公司法》《上海证券交易所科创板股票上市规则》等有关 法律法规和《用友汽车信息科技（上海）股份有限公司章程》（以下称"《公司 章程》"）的规定，结合公司实际情况，制定《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》（以下称"本制度"）。 第二条 本制度适用对象为公司董事、高级管理人员，具体包括以下人员： （一）独立董事：是指不在公司担任除董事外的其他职务，并与公司及其主 要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独 立客观判断关系的董事； （二）非独立董事：包括内部董事和外部董事。内部董事是指在公司担任除 董事外的其他职务的非独立董事；外部董事是指不在公司担任除董事外的其他职 务的非独立董事； （三）高级管理人员：指公司的总经理（总裁）、副总经理（高级副总裁）、 财务负责人、董事会秘书和《公司章程》规定的其他人员。 用 ...