Core Points - The document outlines the rules governing the board of directors of Shenzhen Beiqing Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [2][3][4] Group 1: General Provisions - The board of directors is established in accordance with relevant laws and regulations, and is responsible to the shareholders' meeting [2] - The board must ensure compliance with laws and treat all shareholders fairly while protecting the rights of other stakeholders [2][3] - Board meetings are categorized into regular and temporary meetings, with a minimum of two meetings held annually [4][5] Group 2: Composition and Powers of the Board - The board consists of seven directors, including three independent directors, and is led by a chairman elected by a majority of the board [6][7] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major business plans and investments [8][9] Group 3: Decision-Making Procedures - Major business decisions must be collectively made by the board, and individual directors cannot make decisions alone [3][5] - Specific thresholds for board approval are established for transactions involving significant assets or revenues, requiring board or shareholder approval based on the size of the transaction [5][6] Group 4: Meeting Procedures - Board meetings require a quorum of more than half of the directors to be valid, and decisions are made based on majority votes [15][18] - Detailed records of meetings must be kept, including attendance, proposals discussed, and voting results [22][23] Group 5: Responsibilities and Accountability - Directors are accountable for their decisions, and those who do not attend meetings without proper delegation may still be held responsible for board resolutions [23][24] - The chairman is responsible for ensuring the implementation of board decisions and reporting on their execution in subsequent meetings [46][47]

深圳市倍轻松科技股份有限公司 章程 二〇二五年七月 深圳市倍轻松科技股份有限公 司 章程 深圳市倍轻松科技股份有限公司 章程 第一章 总则 第一条 为维护深圳市倍轻松科技股份有限公司（以下简称"公司"）及其 股东、职工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》《上市公司治理准则》《上海证券交 易所科创板股票上市规则》等相关法律法规、规章及其他规范性文件的规定， 制订本章程。 第二条 公司系依照《公司法》《证券法》和其他有关法律、行政法规设立 的股份有限公司。 公司以发起方式设立，并在深圳市市场监督管理局注册登记，取得营业执照， 统一社会信用代码为 9144030072302468X5。 第三条 公司于 2021 年 6 月 9 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 15,410,000 股， 于 2021 年 7 月 15 日在上海证券交易所科创板上市。 第四条 公司名称 中文名称：深圳市倍轻松科技股份有限公司 英文名称：Shen ...

General Provisions - The company establishes an Audit Committee to enhance the decision-making function of the Board of Directors, ensuring effective supervision of management and improving corporate governance structure [1] - The Audit Committee is responsible for communication, supervision, and verification of internal and external audits, reporting to the Board of Directors [1][2] Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, including at least one accounting professional [2][3] - The committee members are nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board [2] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating internal and external audits, reviewing financial reports, and coordinating communication between management and auditors [4][5] - The committee has the authority to propose measures to the Board regarding necessary actions or improvements [5][6] Meeting Rules - The Audit Committee must hold at least one meeting per quarter, with provisions for temporary meetings as needed [8][9] - A quorum requires the presence of more than two-thirds of the committee members, and decisions are made by majority vote [9][10] Documentation and Confidentiality - Meeting records must be kept for ten years, and all members have a confidentiality obligation regarding the discussed matters [10][10] - The committee's proposals and voting results must be reported to the Board in written form [10]

深圳市倍轻松科技股份有限公司 信息披露暂缓与豁免事务管理制度 第一章 总则 第一条 为规范深圳市倍轻松科技股份有限公司（以下简称"公司"）信息披 露暂缓与豁免行为，督促公司及相关信息披露义务人（以下简称"信息披露义务 人"）依法合规地履行信息披露义务，根据《中华人民共和国公司法》 《上市公司 信息披露暂缓与豁免管理规定》 《上海证券交易所科创板股票上市规则》 （以下简 称"《上市规则》"）、《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》 （以下简称"《规范运作》"）等法律、法规及《公司章程》等公司制度， 结合公司实际情况，制定本制度。 第二条 信息披露义务人按照《上市规则》 《规范运作》及其他相关法律、法 规、规范性文件的规定，办理信息披露暂缓、豁免业务的，适用本制度。 第三条 信息披露义务人应当披露的信息存在《上市规则》 《规范运作》及上 海证券交易所其他相关业务规则中规定的可暂缓、豁免信息披露的情形的，无须 向上海证券交易所申请，由信息披露义务人自行审慎判断，并接受上海证券交易 所对有关信息披露暂缓、豁免事宜的事后监管。 信息披露义务人应当真实、准确、完整、及时、公平地披露信息，不得 ...

Core Viewpoint - The document outlines the independent director working system of Shenzhen Beike Technology Co., Ltd., emphasizing the importance of independent directors in corporate governance and the protection of shareholders' rights, particularly for minority shareholders [1][2]. General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2]. Qualifications of Independent Directors - Candidates for independent directors must meet various legal and regulatory requirements, including having no recent legal violations or significant negative records [5][6]. - Independent directors should possess relevant professional knowledge and experience, with a minimum of five years in legal, accounting, or economic fields [8][9]. Nomination, Election, and Replacement - The nomination of independent directors can be initiated by the board, audit committee, or investor protection organizations, ensuring no conflicts of interest [11][12]. - Independent directors serve a term aligned with other board members, with a maximum continuous service of six years [15][16]. Responsibilities and Performance - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [18][19]. - They have special rights, including the ability to hire external consultants and propose meetings [19][20]. Performance Assurance - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [31][32]. - Independent directors are entitled to equal access to information and should be informed of company operations regularly [32][33]. Reporting and Documentation - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with shareholders [30][31]. - The company is required to maintain records of independent directors' activities for at least ten years [13][14].

Core Viewpoint - The Shenzhen Beiliang Technology Co., Ltd. has established a system for accountability regarding significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [1][2]. Group 1: General Principles - The system aims to improve the authenticity, accuracy, completeness, and timeliness of annual report disclosures, aligning with various laws and regulations [1]. - The accountability system applies to directors, senior management, department heads, subsidiaries, and other personnel involved in the annual report disclosure process [2]. - The principles of the accountability system include objectivity, fairness, and the correlation between responsibility and rights [2]. Group 2: Responsibilities of Personnel - Senior management, including the general manager and financial officer, is responsible for organizing the preparation of the annual report draft and ensuring timely reporting of necessary information [3]. - Directors and senior management are accountable for the truthfulness and accuracy of the annual report disclosures and must bear the consequences of any errors [3]. Group 3: Accountability for Significant Errors - The company will hold responsible parties accountable for significant errors in annual report disclosures, distinguishing between direct responsibility and leadership responsibility [3][4]. - Significant errors include major accounting mistakes, substantial omissions, and discrepancies in performance forecasts or reports [5]. Group 4: Standards for Discrepancies - Criteria for identifying significant discrepancies in performance forecasts include inconsistencies in expected versus actual performance and variations exceeding 20% [4][5]. - Discrepancies in performance reports are recognized if financial data differs by more than 10% from actual reports [4]. Group 5: Penalties and Corrections - The system outlines conditions for heavier penalties, such as severe consequences due to personal factors, and lighter penalties for proactive corrective actions [6][7]. - The results of accountability measures will be included in the annual performance evaluations of relevant departments and personnel [8]. Group 6: Implementation and Amendments - The accountability system will take effect upon approval by the company's board of directors and will be subject to future amendments as necessary [9].

Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shenzhen Beiliang Technology Co., Ltd, aimed at creating a scientific and effective compensation management system for the company's directors and senior management [2][4]. Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body established by the board of directors to formulate and manage compensation plans for directors and senior management, as well as to evaluate their performance [2][4]. - The committee consists of three directors, including two independent directors, ensuring a level of independence in decision-making [3][4]. Group 2: Responsibilities and Authority - The committee is responsible for defining the job responsibilities of senior management, developing performance assessment systems, and proposing compensation policies and long-term incentive plans [4][5]. - It has the authority to supervise the implementation of the compensation system and to review the qualifications and conditions for granting long-term incentive plans [4][6]. Group 3: Meeting Procedures - The committee must hold at least one regular meeting each year to evaluate the performance of directors and senior management, and can also convene temporary meetings as needed [7][18]. - Decisions made by the committee require the presence of a majority of its members, and voting can be conducted through various methods, including online [9][24]. Group 4: Performance Assessment - The committee has the right to access various company documents, including annual business plans and financial reports, to assess the performance of senior management [33][34]. - Members of the committee are obligated to maintain confidentiality regarding any non-public information they acquire during their duties [36].

Core Points - The document outlines the selection system for accounting firms at Shenzhen Beiliang Technology Co., Ltd, aiming to standardize the hiring process, protect shareholder rights, and enhance audit quality [1][2] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange rules [1] - The selection process is initiated by the audit committee and requires board approval before being submitted to the shareholders' meeting for final decision [2][3] Group 2: Selection Criteria - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation without recent administrative penalties related to securities business [2][5] - The firms must also ensure confidentiality regarding company information and comply with other conditions set by the China Securities Regulatory Commission [2][5] Group 3: Selection Procedures - The selection process includes proposal initiation by the audit committee, preparation of selection documents by the finance department, and evaluation of participating firms based on established criteria [6][8] - Various selection methods can be employed, including public selection, invited selection, competitive negotiation, and single selection [3][4] Group 4: Evaluation and Fees - Evaluation criteria for accounting firms include audit fee quotes, qualifications, quality management, and risk management capabilities, with quality management weighted at least 40% [8][9] - Audit fees are subject to shareholder approval and can be adjusted based on economic factors, with a requirement to disclose significant fee reductions [9][10] Group 5: Responsibilities of the Audit Committee - The audit committee is responsible for overseeing the selection process, evaluating the performance of the hired accounting firm, and reporting to the board [11][12] - The committee must also ensure compliance with laws and regulations during the selection process and maintain records of evaluations [12][13] Group 6: Reappointment and Termination - The audit committee must evaluate the performance of the accounting firm annually and can recommend reappointment or replacement based on performance assessments [15][16] - Specific conditions warranting the replacement of an accounting firm include significant quality issues or inability to meet reporting deadlines [20][21] Group 7: Confidentiality and Information Security - Both the company and the accounting firm must prioritize information security and confidentiality, implementing measures to prevent data breaches [9][19] - The selection contract should explicitly outline responsibilities regarding information security management [19][20] Group 8: Documentation and Compliance - All documents related to the selection process must be archived for at least 10 years, ensuring compliance with regulatory requirements [30][31] - The company must disclose evaluations of the accounting firm's performance and any changes in auditors in its annual reports [18][19]

General Overview - The company establishes a Strategic Committee to enhance core competitiveness and improve decision-making quality in line with its strategic development needs [1][2] Composition of the Committee - The Strategic Committee consists of more than three directors, with the chairman of the board serving as the committee's head [3][4] - Committee members are nominated by the chairman, half of the independent directors, or one-third of all directors, and elected by the board [2][3] Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on the company's development strategy, major investment and financing decisions, and significant capital operations [4][5] - The committee is accountable to the board of directors, and its resolutions must be submitted for board approval [4][5] Decision-Making Procedures - The decision-making process involves preparing feasibility studies or business plans for strategic matters, followed by management meetings to review and provide written opinions before the committee's deliberation [6][7] - The committee's resolutions are documented and submitted to the board for review [6][7] Meeting Rules - The Strategic Committee holds at least one regular meeting annually, with additional meetings called as needed [8][9] - Meetings require a quorum of over half of the committee members, and decisions must be approved by a majority [8][9] Confidentiality and Reporting - All attendees of the committee meetings are bound by confidentiality obligations regarding the discussed matters [10] - Resolutions and voting results from the meetings must be reported in writing to the board of directors [10]

General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure [1][2] - The Nomination Committee is a specialized working body of the board, responsible for selecting candidates for directors and senior management, as well as proposing selection criteria and procedures [1][2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2][3] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [2][3] Responsibilities and Authority - The main responsibilities of the Nomination Committee include proposing suggestions on the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure [2][3] - The committee is tasked with researching selection criteria and procedures for directors and senior management, searching for qualified candidates, and reviewing candidates before making recommendations to the board [2][3] Decision-Making Procedures - The Nomination Committee must submit its decisions to the board for review and approval [3][4] - The committee is required to conduct a thorough selection process for new directors and senior management, including gathering necessary documentation and conducting qualification reviews [6][7] Meeting Rules - Meetings of the Nomination Committee must be notified to all members three days in advance, and can be held urgently if agreed upon by all members [7][8] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [7][8] - The committee may invite other directors, supervisors, and senior management to attend meetings as necessary [7][8] Additional Provisions - The Nomination Committee may hire external agencies for professional advice, with costs covered by the company [7][8] - The committee's meeting records must be kept by the company secretary, and all attendees are bound by confidentiality regarding the matters discussed [7][8]