Ukede: China International Finance Corporation's on-site inspection report on the continuous supervision of Ukede Technology Co., Ltd. in 2022
DATE:  Feb 21 2023

China International Capital Corporation Limited

About Youkede Technology Co., Ltd.

2022 Continuous Supervision Work Site Inspection Report

shanghai stock exchange:

In accordance with the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant laws and regulations, China International Capital Corporation (hereinafter referred to as "sponsor" and "CICC") is performing Youkede Technology Co., Ltd. The sponsor of the company (hereinafter referred to as "Youkede" and "Company") continuous supervision work conducted an on-site inspection of the company's 2022 situation, the report on the on-site inspection is as follows:

1. basic information of this site inspection

(I) Sponsor: China International Capital Corporation

(II) sponsor representatives: Cao Yu, Ma Qiang

(III) site inspection time: February 2, 2023

(IV) on-site inspectors: Ma Qiang and Bu Yunzhi

(V) on-site inspection content: corporate governance and internal control, information disclosure, independence, capital transactions with related parties, use of raised funds, related transactions, external guarantees, major foreign investment and company operating conditions.

(VI) on-site inspection means:

1, the company's board secretary, financial officer and other relevant personnel to conduct interviews;

2, access to company announcements, corporate governance documents, major contracts, company periodic reports and major financial transaction vouchers and other draft documents;

3, access to the company's fund-raising vouchers, fund-raising accounts bank statements and other information;

4. Review the relevant internal control system documents established or updated since the listing of the company;

5. Verify the related transactions, external guarantees and foreign investments that have occurred since the company's listing;

6, view the company's main production and business premises.

2. specific items and opinions of on-site inspection

(I) Corporate Governance and Internal Control

The on-site inspectors reviewed the company's latest articles of association, the company's general meeting of shareholders and the rules of procedure of the board of directors, meeting materials and information disclosure management system, fund-raising management and other related systems.

After on-site verification, the sponsor believes that the company held a board meeting on April 26 and May 27, 2022.

The meeting and the general meeting of shareholders deliberated on matters in which the related party transactions of the previous year exceeded the expected amount, failed to carry out the deliberation procedures and disclose them in a timely manner, and received a warning letter from the Shanghai Securities Regulatory Bureau. During this continuous supervision period, in addition to the aforementioned matters, the Company's governance system is complete, compliant and effectively implemented, the Company's directors and senior management are able to perform their responsibilities in accordance with relevant regulations and requirements, and the Company's internal control systems are effectively implemented.

(II) information disclosure

The on-site inspectors reviewed the corporate governance documents and relevant meeting minutes and compared them with the relevant information disclosed by the designated network.

After on-site verification, the sponsor believes that: during the continuous supervision period, except for the related transactions mentioned in "(I) Corporate Governance and Internal Control", the Company has fulfilled its information disclosure obligations truthfully, accurately and completely, and there are no false records, misleading statements and material omissions in information disclosure.

(III) independence and financial transactions with controlling shareholders, de facto controllers and other related parties

On-site inspectors inspected the company's main production and operation sites on the spot, and verified the company's transactions and financial transactions with controlling shareholders, actual controllers and other related parties.

After on-site verification, the sponsor believes that: during the continuous supervision period, the company's assets are complete, personnel, institutions, business and finance remain independent, and there is no illegal occupation of funds of the listed company by related parties.

Use of (IV) raised funds

All the raised funds have been deposited in the special account for raised funds, and the supervision agreements for raised funds have been signed with the special account opening bank and the sponsor institution respectively. The sponsor institution has reviewed the relevant internal control system of the company on raised funds, and checked the company's raised funds account statement, fund payment voucher, relevant board resolution and independent director's opinion during the continuous supervision period.

After verification, the sponsor believes that: during the continuous supervision period, the company has established a fund-raising management system, and can deposit and use the fund-raising in accordance with the regulations. There is no situation in which the company's raised funds are occupied by the accused shareholders and the actual controller, there is no illegal entrusted financial management, and there is no situation in which the use of the raised funds is changed without fulfilling the deliberation procedures. The Company does not have any other violations of the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange.

(V) connected transactions, external guarantees and significant outward investments

The on-site inspectors reviewed the contracts and related financial materials of the general meeting of shareholders and the board of directors on related transactions, external guarantees, review and decision-making documents of major foreign investments, related transactions and other matters during the company's continuous supervision period, and conducted interviews with company executives and related personnel, Verified the related transactions, external guarantees, major foreign investments, etc.

After verification, the sponsor believes that, except for the connected transactions mentioned in "(I) Corporate Governance and Internal Control", there are no illegal connected transactions, external guarantees and significant foreign investments during the continuous supervision period.

(VI) operation status

The on-site inspectors checked the company's main production and operation sites, consulted the company's financial statements and other financial information during the continuous supervision period, interviewed the company's executives and related personnel, and checked the relevant operating conditions of listed companies in the same industry from public information to understand the recent Industry and market changes have learned about the company's directors, senior executives and core technical personnel.

During this period of continuous supervision, the company's directors, executives and core technical personnel have changed: 1, April 2022, the original.

Chief Operating Officer Mr. Hua Kun resigned; 2. In October 2022, former director Mr. He Xianglong resigned as director; 3.2022

In November, Mr. Yang Lei, the former core technical personnel, left his post. 4. In December 2022, the former company's joint CTO, Mr. Wang Qi, left

Job.

According to the Company's 2022 annual results forecast, the Company expects to achieve net attributable to owners of the parent company in 2022.

The profit is -470 million yuan to -430 million yuan. Compared with the same period last year, although the loss has narrowed, it is still at a loss.

loss status.

After verification, the sponsor believes that: during the continuous supervision period, except for the resignation of some directors, senior management and core technical personnel and performance fluctuations, the company's overall operating conditions are good, and the business model has not undergone major changes since its listing. The changes of senior management and core technical personnel have fulfilled the corresponding information disclosure obligations. The sponsor has asked the company to strictly abide by the relevant rules, timely fulfill the obligation of information disclosure, but also remind the majority of investors to pay attention to the company's announcement in a timely manner, pay attention to investment risks.

(VII) Other matters that the sponsor believes should be inspected on site

None.

Matters and suggestions brought to the attention of listed companies by the 3.

1. The sponsor institution requests the company to continuously and reasonably promote the use of raised funds and promote the construction and implementation of raised investment projects in an orderly manner.

2. The sponsor asked the company to maintain a high degree of attention to information disclosure and continue to do a good job in information disclosure.

3, the sponsor to draw the company's attention to performance fluctuations.

4, the sponsor to draw the company's attention to the situation of related transactions, timely implementation of the review procedures and disclosure obligations.

4. whether there are matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange as stipulated in the Sponsorship Measures and the relevant rules of the Shanghai Stock Exchange.

During this on-site inspection, no matters that should be reported to the China Securities Regulatory Commission or the Shanghai Stock Exchange as stipulated in the "Administrative Measures for Securities Issuance and Listing Sponsorship Business" and the relevant rules of the Shanghai Stock Exchange were found.

5. the cooperation of listed companies and other intermediaries

During the continuous supervision of the on-site inspection in 2022 by the sponsor, the company has given active cooperation and provided necessary support for this on-site inspection.

6. the conclusion of this site inspection

Through the on-site inspection, the sponsor institution believes that: in addition to the "(I) corporate governance and internal control" mentioned in the related transactions, the company in corporate governance and internal control, the use of raised funds, major related transactions, external guarantees,

Information disclosure and other material aspects comply with the relevant requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Hereby report.

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Sponsor representative:

Cao Yu Ma Qiang

China International Capital Corporation Limited

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