Core Viewpoint - The document outlines the management system for the shares held by directors and senior management of Shenzhen Biyimi Microelectronics Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and transparency [2][3][4]. Summary by Sections General Principles - The management system is established to strengthen the oversight of shares held by directors and senior management, ensuring adherence to the Company Law, Securities Law, and other regulatory guidelines [2]. - The system applies to all shares held by directors and senior management, whether registered in their names or held through others [2]. Prohibited Trading Activities - Directors and senior management are prohibited from engaging in margin trading involving the company's stock [3]. - Specific conditions under which share reduction is not allowed include within one year of the company's stock listing and within six months post-resignation [3][4]. Share Transfer Regulations - Directors and senior management can transfer a maximum of 25% of their total shares annually, with exceptions for judicial enforcement or inheritance [4]. - Newly acquired shares can be transferred in the current year, while shares with restrictions will count towards the next year's transfer limit [5]. Trading Blackout Periods - Trading is restricted during specific periods, such as 15 days before the annual or semi-annual report announcements and 5 days before quarterly reports [9]. - Directors and senior management cannot sell shares within six months of purchase or repurchase shares within six months of selling [6]. Information Disclosure - The company secretary is responsible for managing and reporting the shareholdings of directors and senior management, ensuring timely and accurate disclosures [12][13]. - Any changes in shareholdings must be reported within two trading days, including details of the number of shares before and after the change [17]. Shareholding Changes Management - Directors and senior management must report their shareholding information at specific times, such as upon appointment or when personal information changes [18]. - Share transfers due to divorce or company restructuring must be disclosed promptly, with adherence to the established transfer limits [20][21]. Accountability - Violations of the share trading regulations may result in penalties from regulatory bodies and potential internal disciplinary actions [22]. - The company is required to maintain complete records of any violations and report them as necessary [10].

深圳市必易微电子股份有限公司 关联交易管理制度 第三条 公司的关联人，指具有下列情形之一的自然人、法人或其他组织： （一）直接或者间接控制公司的自然人、法人或其他组织； （二）直接或间接持有公司 5%以上股份的自然人； （三）公司董事或高级管理人员； （四）与本条第（一）至（三）项所述关联自然人关系密切的家庭成员，包括 配偶、年满 18 周岁的子女及其配偶、父母及配偶的父母、兄弟姐妹及其配偶、配偶 的兄弟姐妹、子女配偶的父母； 深圳市必易微电子股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证深圳市必易微电子股份有限公司（以下简称"公司"）与关联 方之间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不损害 公司和全体股东的合法权益，根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《中华人民共和国证券法》《上海证券交易所科创板股票上市规则》（以 下简称《科创板股票上市规则》）等有关法律、法规、规范性文件及《深圳市必易 微电子股份有限公司章程》（以下简称"《公司章程》"）的有关规定，制定本制 度。 第二条 公司与关联方之间的关联交易行为除遵守有关法律、法规、规范性文 件和《公司章 ...

Core Viewpoint - The document outlines the external guarantee management measures of Shenzhen Biyimi Microelectronics Co., Ltd., aiming to standardize external guarantee behaviors, control risks, and protect the rights of the company, shareholders, and other stakeholders [2]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries [2]. - The total amount of external guarantees includes both the company's guarantees and those of its controlling subsidiaries [2]. - Any external guarantee must be approved by the board of directors or shareholders' meeting according to the company's articles of association [4]. Group 2: Risk Assessment - Before providing a guarantee, the company must analyze the financial status, industry outlook, operational conditions, and creditworthiness of the applicant [7]. - The company should focus on whether the guarantee business complies with national laws and the company's guarantee policies [8]. - Guarantees cannot be provided if the applicant is undergoing restructuring, has deteriorating financial conditions, or is involved in significant legal disputes [4][8]. Group 3: Approval Process - External guarantees must be approved by the board of directors, with a requirement of at least two-thirds of the attending directors agreeing [5]. - Certain guarantees, such as those exceeding 10% of the latest audited net assets, require additional approval from the shareholders' meeting [6]. - Independent directors must review the guarantee matters, focusing on the applicant's financial and operational status [12]. Group 4: Contractual Obligations - The company must establish a guarantee contract that clearly defines the rights, obligations, and liabilities of the parties involved [16]. - The contract should specify the type and amount of the principal debt, the debtor's performance period, and the guarantee's scope [17]. - Any changes or extensions to the guarantee must be treated as new guarantees, requiring a new approval process [20]. Group 5: Risk Control and Responsibilities - The company must monitor the operational and financial status of the guaranteed party regularly [23]. - If the guaranteed party fails to meet its obligations, the company must fulfill its obligations under the guarantee contract and seek recourse [24]. - The company should manage the collateral provided for guarantees and ensure its safety and integrity [25].

Core Viewpoint - The document outlines the insider information management system of Shenzhen Biyimi Microelectronics Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The company establishes this system to regulate insider information management and ensure confidentiality in accordance with the Securities Law and other relevant regulations [1]. - The board of directors is responsible for managing insider information, with the chairman and the board secretary being the main accountable persons [1][2]. Group 2: Scope of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its securities [4]. - Major events that could affect stock trading prices must be reported immediately to regulatory authorities and publicly announced [4][5]. Group 3: Definition and Scope of Insider Information Recipients - Insider information recipients include directors, senior management, shareholders holding more than 5% of shares, and other relevant personnel who can access insider information due to their roles [6]. - The company must maintain accurate records of insider information recipients, including their knowledge of the information and the circumstances under which they obtained it [8][9]. Group 4: Management of Insider Information Recipients - The company is required to submit insider information recipient records and significant event progress memos to the Shanghai Stock Exchange [7][14]. - Insider information recipients must cooperate with the company in maintaining accurate records and must not disclose or trade based on insider information before it is publicly disclosed [19]. Group 5: Confidentiality Management - Insider information recipients are prohibited from disclosing or trading based on insider information before it is publicly disclosed [20]. - The company must limit the number of individuals who have access to insider information to the minimum necessary [20]. Group 6: Responsibilities - The China Securities Regulatory Commission (CSRC) may conduct inspections on the company's insider information management system and records [16]. - The company must investigate any insider trading or information leakage incidents and report findings to the CSRC and the stock exchange [16][17].

General Principles - The investment management measures are established to protect the legal rights of Shenzhen Biyimi Microelectronics Co., Ltd. and its shareholders, ensuring that external investments are legal, prudent, safe, and effective [2] - The term "investment" includes but is not limited to equity investment, securities investment, new construction or technological transformation projects, and other legally permitted investments [2] Decision-Making Authority - The company's shareholders' meeting and board of directors are the decision-making bodies for external investments, with managers making decisions within their authorized scope [4] - Investments meeting certain thresholds must be submitted for board or shareholders' meeting approval, including transactions involving total assets over 10% of the latest audited total assets or transaction amounts exceeding 10% of the company's market value [5][6] Investment Approval Criteria - Specific criteria for board approval include asset totals over 50% of the latest audited total assets, transaction amounts over 50% of market value, and net profits exceeding 500,000 yuan [6] - The company’s subsidiaries must follow their own articles of association for external investments, but their decision-making authority cannot exceed that of the company's board [5] Investment Recovery and Transfer - The company can recover investments under certain conditions, such as project completion or bankruptcy of the investment entity [12] - Transfers of external investments are permissible for reasons like insufficient operating funds or other necessary circumstances [13] Reporting and Disclosure - The company must adhere to information disclosure obligations regarding external investments as per its articles of association [15] - Subsidiaries are required to provide accurate and timely information to the company for external disclosure [16] Miscellaneous - The investment management measures are subject to approval by the shareholders' meeting and take effect upon approval [19] - The interpretation rights of these measures belong to the company's board of directors [21]

General Principles - The internal audit system aims to enhance corporate governance, standardize business operations, improve audit quality, mitigate risks, and ensure reliable information disclosure to protect investors' rights [1][2] - Internal audit refers to evaluations conducted by internal personnel on the effectiveness of internal controls, the authenticity and completeness of financial information, and the efficiency of business activities [1] Internal Audit Organization and Personnel - The company establishes a dedicated internal audit institution under the board of directors, which operates independently and reports to the audit committee [2][3] - Internal audit personnel must possess relevant professional knowledge in auditing, accounting, financial management, and related laws and regulations [3] Responsibilities and Authority of Internal Audit - The internal audit institution is responsible for evaluating the completeness and effectiveness of internal control systems across all internal departments and subsidiaries [4] - It must audit the legality, compliance, authenticity, and completeness of financial data and economic activities, including financial reports and performance forecasts [4] - The institution should assist in establishing anti-fraud mechanisms and report significant issues to the audit committee [4][5] Internal Audit Workflow - The internal audit process includes determining annual audit priorities, notifying audited entities, and collecting sufficient evidence to form audit conclusions [9][10] - Internal audit reports must be submitted to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [5][10] Information Disclosure - The internal audit institution is responsible for evaluating the management of information disclosure, ensuring compliance with regulations, and maintaining confidentiality of undisclosed significant information [9][13] - The company must disclose the annual internal control evaluation report alongside its annual report, including the auditor's verification opinion [14][15]

Core Points - The implementation details of the cumulative voting system aim to protect the interests of minority shareholders and improve corporate governance in Shenzhen Biyimi Microelectronics Co., Ltd [1] - The cumulative voting system allows shareholders to allocate their voting rights for the election of multiple directors, either concentrating votes on one candidate or distributing them among several candidates [1][2] - The election of independent and non-independent directors will be conducted separately to ensure compliance with the company's articles of association [2] Summary by Sections Cumulative Voting System - The cumulative voting system grants shareholders voting rights equal to the product of their shares and the number of directors to be elected [1] - Shareholders can choose to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] Voting Procedures - The voting process for independent and non-independent directors is conducted separately to ensure compliance with the company's governance structure [2] - The calculation of cumulative voting rights is based on the total number of shares held by the shareholder multiplied by the number of directors they are entitled to vote for [2] Election Outcomes - A candidate is elected if they receive more cumulative votes in favor than against or abstained votes combined [3] - If the number of elected directors is less than required, a second round of voting will be held, and if necessary, a subsequent shareholders' meeting will be convened within two months to fill the vacancies [3][4] - In cases where candidates receive the same number of votes, a second round of voting will determine the elected candidate [4]

Core Viewpoint - The document outlines the information disclosure management measures for Shenzhen Biyimi Microelectronics Co., Ltd, emphasizing the importance of timely, fair, and accurate disclosure of information that may significantly impact the trading prices of the company's stocks and derivatives [2][3]. Group 1: General Principles - The company must ensure that all disclosed information is true, accurate, complete, and free from false records or misleading statements [2][3]. - Information must be disclosed simultaneously to all investors, without prior leaks to any individual or organization [2][3]. - The company can voluntarily disclose information that may affect stock trading prices, provided it does not conflict with legally required disclosures [3][4]. Group 2: Disclosure Content - Regular reports include annual reports, interim reports, and quarterly reports, which must be disclosed within specified timeframes [5][6]. - Annual reports must include basic company information, major accounting data, stock and bond issuance details, and significant events affecting the company [5][6]. - Interim reports should cover similar content as annual reports but focus on the first half of the fiscal year [6]. Group 3: Temporary Reports - The company must immediately disclose significant events that could impact stock prices, including major legal issues, financial losses, or changes in control [11][12]. - Transactions that meet certain thresholds, such as involving assets over 10% of total assets or significant profit impacts, must also be disclosed [13][14]. Group 4: Management and Responsibilities - The board of directors is responsible for overseeing the information disclosure process, ensuring compliance with laws and regulations [19][20]. - The chairman of the board is the primary responsible person for information disclosure, while all board members must ensure the accuracy and completeness of disclosed information [20][21]. - The audit committee must supervise the disclosure responsibilities of directors and senior management [20][21]. Group 5: Disclosure Procedures - The procedures for disclosing regular and temporary reports involve drafting, reviewing, and obtaining board approval before public release [22][23]. - The company must correct any disclosed information that contains errors or omissions promptly [24][25]. Group 6: Media and Communication - The designated media for disclosures includes the Shanghai Stock Exchange website and other approved publications [52][53]. - The company must manage internal communications to prevent the leakage of undisclosed significant information [54][55].

深圳市必易微电子股份有限公司 独立董事工作制度 深圳市必易微电子股份有限公司 独立董事工作制度 第一章 总则 第一条 为完善深圳市必易微电子股份有限公司（以下简称 "公司"）的治 理结构，更好地维护中小股东利益，有效规避公司决策风险，促进公司的规范运作， 根据《中华人民共和国证券法》（以下简称"《证券法》"）《中华人民共和国公 司法》（以下简称"《公司法》"）《上市公司独立董事管理办法》《深圳市必易 微电子股份有限公司章程》（以下简称"《公司章程》"）及其它有关法律、法规 和规范性文件，制订本制度。 第二条 公司独立董事是指不在公司担任除董事外的其他职务，并与其所受聘 的公司及其主要股东、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。独立董事应当独立、公正地履行职责，不受公 司及其主要股东、实际控制人等单位或个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，并应当按照相关法 律法规、《公司章程》和本工作制度的要求，认真履行职责，在董事会中发挥参与 决策、监督制衡、专业咨询作用，维护公司整体利益，尤其要关注中小股东的合法 权益不受损害。独立董事应当独立履行 ...

深圳市必易微电子股份有限公司 章程 二〇二五年八月 深圳市必易微电子股份有限公 司 章程 深圳市必易微电子股份有限公 司 程 深圳市必易微电子股份有限公司 章程 第一章 总则 第一条 为维护深圳市必易微电子股份有限公司（以下简称 "公司 "）、股东 和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》（以 下简称 "《公司法》 "）、《中华人民共和国证券法》（以下简称 "《证券法》 "）、 《上市公司章程指引》《上海证券交易所科创板股票上市规则》和其他有关规定， 制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司由深圳市必易微电子有限公司整体变更设立，在深圳市市场监督管理局注 册登记，取得营业执照，统一社会信用代码：91440300306137800F 。 第三条 公司于 2022 年 4 月 19 日经中国证券监督管理委员会（以下简称 " 中 国证监会 "）同意注册，首次向社会公众发行人民币普通股 1,726.2300 万股，于 2022 年 5 月 26 日在上海证券交易所科创板上市。 公司注册名称为：深圳市必易微电子股份有限公司 公司英文名称：Shenz ...