证券代码：603215 证券简称：比依股份 公告编号：2025-041 浙江比依电器股份有限公司 第二届监事会第十八次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、监事会会议召开情况 浙江比依电器股份有限公司（以下简称"公司"）第二届监事会第十八次会议 于 2025 年 8 月 25 日以现场表决方式在公司会议室召开，应出席本次会议的监事 符合有关法律、行政法规、部门规章、规范性文件和《公司章程》的有关规定。 二、监事会会议审议情况 （一）审议通过《关于公司 2025 年半年度报告及摘要的议案》 监事会认为：公司 2025 年半年度报告及摘要的编制和审议程序均符合法律、 法规、中国证监会、上海证券交易所、公司章程和公司内部管理制度的各项规定， 所包含的信息能从各个方面真实反映出公司 2025 年半年度的经营管理和财务状 况等实际情况。监事会一致同意公司 2025 年半年度报告及摘要。 议 案 具 体 内 容 详 见 公 司 于 2025 年 8 月 26 日 在 上 海 证 券 交 易 所 网 站 （htt ...

Group 1 - The company, Zhejiang Biyi Electric Co., Ltd., is holding its fourth extraordinary general meeting of shareholders on September 10, 2025, at 13:30 [1][2] - The meeting will take place at the company's conference room located at 88 Yuzhaojiang Road, Yuyao City, Ningbo, Zhejiang Province [1][4] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The meeting will review non-cumulative voting proposals that have already been approved by the company's board and supervisory committee [2][3] - There are no related shareholders that need to abstain from voting on the proposals [2] - Shareholders must register to attend the meeting, with registration available on September 8, 2025, from 9:30 to 12:00 and 14:00 to 16:00 [3][5] Group 3 - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same class of shares [3] - The company has provided a proxy authorization form for shareholders who wish to appoint a representative to vote on their behalf [4][7] - The company emphasizes that all attendees must bring valid identification and any necessary authorization documents for verification [4][5]

Summary of Key Points Core Viewpoint - The announcement provides a detailed account of Zhejiang Biyi Electric Appliance Co., Ltd.'s fundraising activities, including the total amount raised, the usage of funds, and the management of these funds, ensuring compliance with relevant regulations and protecting investor interests [1][2][3]. Fundraising Overview - The company raised a total of RMB 583,312,500 by issuing 46,665,000 shares at RMB 12.50 per share, with net proceeds amounting to RMB 518,566,900 after deducting underwriting and other fees [1][2]. - The funds were deposited into a dedicated account on February 15, 2022 [1]. Fund Usage and Balance - As of June 30, 2025, the remaining balance in the fundraising accounts was RMB 2,130,303.67 and RMB 37,637,057.44 in two separate accounts [2][3]. - The company has utilized RMB 393,950,173.53 for project expenses and has replaced RMB 99,629,227.54 of self-raised funds with the raised funds [2][5]. Fund Management - The company has established a fundraising management system in compliance with relevant laws and regulations, ensuring that funds are stored in dedicated accounts and used appropriately [2][3]. - A tripartite supervision agreement was signed with various banks to clarify the rights and obligations of all parties involved in the management of the funds [3]. Project Funding and Adjustments - The company has made adjustments to the use of funds, reallocating remaining funds from various projects to new initiatives, including the "Intelligent Kitchen Appliance Construction Project" [3][4][5]. - Specific amounts reallocated include RMB 41,943,593.92 from the air fryer production line project and RMB 152,557,959.76 from the kitchen appliance expansion project [5]. Compliance and Reporting - The company has confirmed that there have been no violations in the use of raised funds during the reporting period from January to June 2025 [5][6]. - The company has adhered to all disclosure requirements and has provided detailed reports on the usage of funds, including any changes in project funding [5][7].

Core Viewpoint - Zhejiang Biyi Electric Co., Ltd. has decided to cancel its supervisory board and amend its articles of association, which includes revising several governance systems and working rules, as well as handling business registration changes [1][2]. Group 1: Governance Structure Changes - The company will no longer have a supervisory board, with its powers transferred to the audit committee of the board of directors, and the relevant supervisory board rules will be abolished [2][3]. - Amendments to the articles of association will include the establishment of a market value management system and the authorization of the management to handle business registration changes [2][3]. Group 2: Capital Reduction and Stock Repurchase - The company has approved the repurchase and cancellation of 8,400 restricted stocks held by two employees who have left the company, resulting in a reduction of registered capital from 187,947,951 RMB to 187,939,551 RMB [2][3]. - The total number of shares will decrease by 8,400 shares due to this repurchase [2][3]. Group 3: Articles of Association Amendments - The articles of association will be revised to reflect the new governance structure, including changes to shareholder responsibilities and rights [4][5]. - Specific provisions regarding the responsibilities of shareholders and the prohibition of financial assistance for acquiring shares will be included in the revised articles [4][5].

Core Viewpoint - The document outlines the management system for foreign exchange derivative trading at Zhejiang Biyi Electric Appliance Co., Ltd, aiming to standardize operations, mitigate investment risks, and ensure asset safety [1][2][3]. Group 1: General Principles - The foreign exchange derivative trading business is defined as transactions aimed at mitigating exchange rate and interest rate risks, including various products like forward contracts, swaps, and options [1]. - The company must conduct foreign exchange derivative transactions only with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2]. - Transactions must be based on prudent forecasts of foreign currency inflows and outflows, with limits set by the board or shareholders [2][3]. Group 2: Approval and Internal Processes - The board of directors and shareholders are responsible for approving the annual limits for foreign exchange derivative trading, with the chairman or authorized personnel managing the execution [3][4]. - The finance department is tasked with daily operations, including transaction management, risk assessment, and reporting to the board [4][5]. - A risk analysis report must be submitted to management and the board, detailing trading positions, risk assessments, and compliance with stop-loss limits [5][6]. Group 3: Risk Management and Reporting - In case of significant market fluctuations, the finance department must analyze the situation and report to management promptly [6]. - The audit department is responsible for supervising the actual operations and financial outcomes of the trading activities [4][6]. - Information regarding trading activities must be disclosed in accordance with regulatory requirements, especially if losses exceed 10% of the company's audited net profit [7]. Group 4: Documentation and Compliance - All trading documents and records must be maintained for a period of 10 years, with the finance department responsible for their organization and archiving [7]. - The management system must comply with relevant laws and regulations, and any conflicts with mandatory provisions must be resolved in favor of those provisions [7].

浙江比依电器股份有限公司 防范控股股东及其他关联方资金占用制度 第六条 公司与控股股东及其他关联方发生的经营性资金往来中，应当严格 限制控股股东及其他关联方占用公司资金，履行相关审批程序，明确经营性资金 往来的结算期限，不得以经营性资金往来的形式变相为控股股东及其关联方提供 资金等财务资助。控股股东及其他关联方不得要求公司为其垫支工资、福利、保 险、广告等期间费用，也不得互相代为承担成本和其他支出。公司与控股股东及 其关联方经营性资金往来的结算期限，应严格按照签订的合同执行，及时结算， 不得形成非正常的经营性资金占用。 第七条 公司不得以下列方式将资金直接或间接地提供给控股股东及其他关 联方使用： （一）有偿或无偿地拆借公司的资金给控股股东及其他关联方使用； （二）通过银行或非银行金融机构向控股股东及其他关联方提供委托贷款； （三）委托控股股东及其他关联方进行投资活动； 第一条 为了建立浙江比依电器股份有限公司（以下简称"公司"）防范控股 股东及其他关联方占用公司资金的长效机制，杜绝控股股东及其他关联方资金占 用行为的发生，根据《公司法》《证券法》等法律、法规、规范性文件及《公司 章程》的相关规定，制订本制度 ...

Core Points - The document outlines the management system for subsidiaries of Zhejiang Biyi Electric Appliance Co., Ltd, aiming to ensure standardized operations and protect investors' rights [1][2][3] Group 1: General Principles - The management system is established to clarify the responsibilities and rights of the parent company and its subsidiaries, ensuring efficient and orderly operations [1] - Subsidiaries are defined as independent legal entities established by the parent company based on strategic planning and business needs [1] Group 2: Governance of Subsidiaries - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards as per legal requirements [2] - The board of directors should consist of a majority of members recommended by the parent company [2][3] Group 3: Operational Management - Subsidiaries must comply with national laws and regulations while aligning with the parent company's strategic goals [5] - Annual operational plans must be prepared by the subsidiary's general manager, including key economic indicators and financial plans [5] Group 4: Financial and Fund Management - Subsidiaries are required to follow national financial policies and maintain accurate accounting records [7] - The parent company's finance department oversees the financial management of subsidiaries, including monitoring fund operations [7][8] Group 5: Investment Management - Subsidiaries can propose investment projects based on market conditions, ensuring they follow legal and prudent principles [10] - Investment project decisions require feasibility studies and approval processes, with regular progress reports to the parent company [10] Group 6: Information Disclosure - Subsidiaries must report significant business and financial matters to the parent company in a timely manner [11] - There is a confidentiality obligation regarding undisclosed information that may impact the parent company's stock price [11] Group 7: Supervision and Audit - Subsidiaries must cooperate with the parent company in external audits and internal assessments of financial and operational compliance [12] - The audit scope includes compliance with laws, internal control systems, and financial performance [12] Group 8: Assessment and Penalties - A mechanism to motivate and constrain the management and staff of subsidiaries is required to align responsibilities and benefits [13] - The parent company can impose penalties on subsidiary management for failing to fulfill their duties [13]

General Principles - The company establishes a management system for the shares held by its directors, senior management, and securities representatives to comply with relevant laws and regulations [1][2] - This system applies to the management of shares held and traded by directors, senior management, and securities representatives, as well as specified individuals and organizations [1] Share Trading Declaration - Directors, senior management, and securities representatives must declare their personal and family information to the Shanghai Stock Exchange within specified timeframes, including when new appointments are made or when personal information changes [2] - The company must ensure that the declared data is accurate, timely, and complete, and agrees to the public disclosure of share trading activities [3] Share Lock-up - Shares held by directors and senior management will be locked based on the duration of their listing and the method of acquisition, with specific percentages of newly acquired shares subject to lock-up [4][5] - The company must apply for the registration of shares as restricted when certain conditions are met, such as public or private share issuance [5] Share Trading Restrictions - Directors and senior management are prohibited from transferring shares under certain conditions, including within one year of the company's stock listing and for six months after leaving their positions [6][7] - There are specific periods during which trading is restricted, such as before the announcement of annual and quarterly reports [7] Share Transfer Limits - Directors and senior management can only transfer up to 25% of their total shareholdings in a year through various trading methods, with exceptions for certain circumstances [8][9] - A report must be submitted to the stock exchange detailing the share reduction plan, including the number of shares and the reasons for the transfer [9] Information Disclosure - The company must disclose the trading activities of directors and senior management in regular reports, and any violations of trading regulations must be reported and the profits recovered [11][12] Responsibilities - The company secretary is responsible for managing the identity and shareholding data of directors, senior management, and related parties, ensuring compliance with reporting requirements [12][13] - Directors and senior management must ensure the accuracy of their declared data and will face legal consequences for violations [12][13]

浙江比依电器股份有限公司 投资者关系管理制度 第一章 总则 第一条 为了加强浙江比依电器股份有限公司（以下简称"公司"）与投 资者和潜在投资者（以下合称"投资者"）之间的沟通，增进投资者对公司的了 解，切实保护投资者特别是社会公众投资者的合法权益，实现公司价值最大化 和股东利益最大化，根据《中华人民共和国公司法》《中华人民共和国证券法》 等有关法律、法规、规章、规范性文件和《公司章程》的规定，结合公司实际 情况，制定本制度。 第二条 投资者关系管理是指公司通过信息披露与交流，加强与投资者 及潜在投资者之间的沟通，增进投资者对公司的了解和认同，提升公司治理水 平，以实现公司整体利益最大化和保护投资者合法权益的战略管理行为。 第三条 公司开展投资者关系管理工作应体现公平、公正、公开原则， 平等 对待全体投资者，保障所有投资者享有知情权及其他合法权益。 第四条 公司开展投资者关系管理工作应当严格遵守有关法律、行政法 规、部门规章、规范性文件的相关规定，不得在投资者关系活动中以任何方式 发布或者泄漏未公开重大信息。 第五条 公司应当承担投资者投诉处理的首要责任，完善投诉处理机制 并公开处理流程和办理情况。 第二章 投 ...

第二条 本制度所称信息披露是指根据法律、法规、规范性文件的规定，将 公司已发生的或将要发生的、可能对公司经营、公司股票及其衍生品种价格产生 较大影响的信息或事项（以下简称"重大信息"）及时报送证券交易所登记，并在 中国证券监督委员会（以下简称"中国证监会"）指定的媒体发布。 第三条 本制度所称重大信息是指对公司股票及其衍生品种交易价格可能或 者已经产生较大影响的信息，包括下列信息： （一）与公司业绩、利润分配等事项有关的信息，如财务业绩、盈利预测、 利润分配和资本公积金转增股本等； （二）与公司收购兼并、资产重组等事项有关的信息； （三）与公司股票发行、回购、股权激励计划等事项有关的信息； 浙江比依电器股份有限公司 信息披露管理制度 第一章 总则 第一条 为保障浙江比依电器股份有限公司（以下简称"公司"）信息披露合 法、真实、准确、完整、及时，保护投资者合法权益，根据《中华人民共和国公 司法》《中华人民共和国证券法》《上市公司信息披露管理办法》以及《公司章 程》相关规定，特制定本制度。 （四）与公司经营事项有关的重大信息，如订立未来重大经营计划，获得重 要专利、政府部门批准，签署重大合同； （五）与公司重大诉 ...