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 募集资金管理办法 深圳市必易微电子股份有限公司 募集资金管理办法 第一章 总则 第一条 为了规范深圳市必易微电子股份有限公司（以下简称"公司"）募集 资金的管理和使用，切实保护投资者的权益，依照《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》"）、 《上市公司募集资金监管规则》《上海证券交易所科创板上市公司自律监管指引第 公司章程》（以下简称"《公司章程》"）的规定，并结合公司实际情况，制定本 办法。 第二条 本办法所称募集资金，是指公司通过发行股票或者其他具有股权性质 的证券，向投资者募集并用于特定用途的资金，不包括公司为实施股权激励计划募 集的资金。 第三条 公司董事会应当持续关注募集资金存放、管理和使用情况，有效防范 投资风险，提高募集资金使用效益。 第四条 募集资金投资项目通过公司子公司或公司控制的其他企业实施的，公 司应当采取适当措施保证该子公司或被控制的其他企业遵守本办法的各项规定。 募集资金投资项目采用与他人组建合资公司方式建设时，该合资公司应当参考 本办法制定相应的募集资金管理办法。 第五条 公司的董事和高级管理 ...

Core Points - The company is Shenzhen Kiwi Instruments Co., Ltd, established as a joint-stock company in accordance with Chinese laws and regulations [3][4] - The company was approved for registration by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board in May 2022, with a registered capital of RMB 69.837819 million [3][4] - The company's business scope includes the development, consulting, and sales of electronic products, instruments, software, and integrated circuits [3][4] Chapter Summaries General Provisions - The company aims to protect the rights of shareholders and creditors while regulating its organization and operations [3] - The company is a permanent joint-stock entity with a legal representative who is also the chairman [3][4] Business Objectives and Scope - The company's mission emphasizes unique innovation, ease of use, sincerity, diligence, and win-win cooperation [3] - The operational scope includes technology development and sales related to electronic products and integrated circuits [3][4] Shares - The company issues shares in the form of stocks, with a total of 69.837819 million shares, all of which are ordinary shares [3][4] - The company can increase capital through various methods, including issuing shares to unspecified or specific targets [3][4] Shareholder Rights and Meetings - Shareholders have rights to dividends, participate in meetings, supervise operations, and transfer shares [3][4] - The company must hold annual and temporary shareholder meetings, with specific procedures for notifications and voting [3][4] Control and Responsibilities - The controlling shareholders and actual controllers must exercise their rights in compliance with laws and regulations, ensuring the company's interests are maintained [3][4] - Shareholders holding more than 5% of shares must disclose any pledges of their shares within two trading days [3][4]

General Principles - The rules are established to protect the legal rights of Shenzhen Biyimi Microelectronics Co., Ltd. and its shareholders, ensuring the proper functioning of the shareholders' meeting in accordance with relevant laws and regulations [1][2] - The company must strictly adhere to legal and regulatory requirements when convening shareholders' meetings, ensuring shareholders can exercise their rights [2][3] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for electing and replacing directors, approving profit distribution plans, and making decisions on significant asset transactions exceeding 30% of the latest audited total assets [6][4] - The meeting must also approve any external guarantees exceeding 10% of the latest audited net assets and other significant transactions involving related parties [7][8] Meeting Convening - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, and temporary meetings can be called under specific circumstances [9][10] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [9][10] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [17][18] - Notifications for annual meetings must be sent at least 20 days in advance, while notifications for temporary meetings must be sent at least 15 days prior [19][20] Voting and Resolutions - The shareholders' meeting adopts a named voting method, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [34][36] - The meeting must ensure that shareholders with related interests abstain from voting on relevant matters [41][42] Meeting Records - The company must maintain accurate records of the meeting, including details of attendees, proposals discussed, and voting results [52][53] - The meeting records must be preserved for at least ten years [53][54]

Core Points - The document outlines the rules for the board of directors of Shenzhen Biyimi Microelectronics Co., Ltd, aiming to enhance corporate governance and decision-making processes [1][2][3] Group 1: General Principles - The rules are established to improve the governance structure and decision-making procedures of the company [1] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1] Group 2: Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and decide on business plans and investment proposals [4][5] - The board must adhere strictly to the powers granted by the shareholders' meeting and the company's articles of association [4] Group 3: Board Composition - The board consists of 7 directors, including 3 independent directors, and is led by a chairman elected by a majority of the board [10][11] - Directors must meet specific qualifications and cannot hold positions that conflict with their duties [12][13] Group 4: Board Meetings - The board must hold at least two meetings annually, with provisions for special meetings under certain conditions [13][14] - Meeting notifications must include essential details such as date, location, and agenda [28][29] Group 5: Voting Procedures - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [21][23] - The board must maintain detailed records of meetings, including attendance and voting outcomes [27][28]

考核评价必须坚持公正、公开、公平的原则，严格按照本办法和考核对象的 业绩进行评价，以实现股权激励计划与激励对象工作业绩、贡献紧密结合，从而 提高公司整体业绩，实现公司与全体股东利益最大化。 深圳市必易微电子股份有限公司 深圳市必易微电子股份有限公司（以下简称"公司"）为了进一步建立、健 全公司长效激励约束机制，吸引和留住优秀人才，充分调动公司员工的积极性， 有效地将股东利益、公司利益和员工个人利益结合在一起，使各方共同关注和推 动公司的长远发展，在充分保障股东利益的前提下，按照激励与约束对等的原则， 公司制定了《深圳市必易微电子股份有限公司 2025 年限制性股票激励计划（草 案）》（以下简称"本次激励计划"）。 为保证公司本次激励计划的顺利实施，现根据《中华人民共和国公司法》 《中 华人民共和国证券法》《上市公司股权激励管理办法》《上海证券交易所科创板 股票上市规则》《科创板上市公司自律监管指南第 4 号——股权激励信息披露》 等有关法律、法规和规范性文件以及《深圳市必易微电子股份有限公司章程》的 规定，并结合公司实际情况，制定了《深圳市必易微电子股份有限公司 2025 年 限制性股票激励计划实施考核管理办 ...

Core Viewpoint - The report outlines the verification opinions of Shenwan Hongyuan Securities on the newly added implementation entities and locations for certain fundraising projects of Shenzhen Biyi Microelectronics Co., Ltd. The adjustments are deemed necessary for improving fundraising efficiency and optimizing resource allocation without altering the intended use of the funds [1][7]. Fundraising Overview - The company successfully completed its initial public offering (IPO) with a total fundraising amount of RMB 95,201.58 million, after deducting issuance costs of RMB 9,123.79 million, resulting in a net fundraising amount of RMB 86,077.79 million [1][2]. - The total investment amount for the fundraising projects is RMB 65,251.50 million, with the "Biyi Micro R&D Center Construction Project" already completed and ready for use [2][5]. Project Adjustments - The "Power Management Series Control Chip Development and Industrialization Project" has added a new wholly-owned subsidiary, Biyi Micro Shanghai, as the implementation entity and Shanghai as the new implementation location, while the overall investment direction and total amount remain unchanged [3][5]. - The new implementation entity, Biyi Micro Shanghai, is established to enhance the efficiency of fundraising and resource allocation [5][7]. Approval Process - The adjustments were approved during the company's board and supervisory meetings, with no need for shareholder approval, ensuring compliance with relevant regulations [6][7]. - The supervisory board expressed that the changes align with the company's operational needs and do not harm shareholder interests [7][8]. Sponsor's Verification Opinion - Shenwan Hongyuan Securities confirmed that the adjustments made are based on the company's actual situation and do not involve changes in the use of fundraising, thus not adversely affecting the implementation of the projects [7][8].