Core Viewpoint - Shenzhen Beiqing Technology Co., Ltd. has identified non-operational fund occupation issues involving its actual controller, Ma Xuejun, and has implemented corrective measures to prevent recurrence [1][3][5]. Group 1: Non-operational Fund Occupation - The company discovered that its actual controller had occupied funds through employee loans and advance payments to suppliers, totaling 4.0823 million yuan (approximately 0.408 million) [1][2]. - Specific instances include 1.15 million yuan and 2.9323 million yuan occupied through employee loans, and 3 million yuan and 5 million yuan paid in advance to suppliers, totaling 8 million yuan [2]. Group 2: Rectification Measures - The company has established internal management systems to address the fund occupation issues, focusing on improving employee loan management and prepayment processes [3][4]. - Training sessions have been organized to enhance compliance awareness among management and staff regarding relevant laws and regulations [5]. Group 3: Company Apology and Commitment - The company and its management have acknowledged the seriousness of the situation and have issued a sincere apology to investors, committing to learn from the incident and prevent future occurrences [5][6]. Group 4: Governance Changes - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors to enhance governance structure [7][8][10]. - The decision was made during the sixth supervisory board meeting, which was conducted in accordance with legal regulations [9]. Group 5: Fund Usage Planning - The supervisory board approved a plan for the use of surplus funds from the information technology upgrade project, ensuring compliance with relevant regulations and benefiting the company's product development [11][13]. Group 6: Organizational Restructuring - The company has adjusted its organizational structure to align with its strategic goals and operational needs, which is not expected to significantly impact its business activities [15].

Group 1 - The core point of the announcement is that Shenzhen Beiliang Technology Co., Ltd. has received a notification from Ningbo Beirun Investment Co., Ltd. regarding a change in control, where Zhang Jianni and her concerted action parties have become the controlling shareholders and actual controllers of Ningbo Beirun, while Ma Xuejun is no longer the controlling shareholder or actual controller [2][5][7] - The change in equity does not involve an increase or decrease in the actual shareholding of the shareholders, as it is due to the termination of the concerted action relationship, which touches the 1% threshold but does not trigger a mandatory takeover [2][10] - After the termination of the concerted action relationship, Ma Xuejun and Ningbo Beirun will fulfill their respective disclosure obligations according to relevant laws and regulations [3][11] Group 2 - The termination of the concerted action relationship will not lead to a change in the controlling shareholder or actual controller of the company, as Ma Xuejun remains the controlling shareholder and actual controller [8][10] - Before the termination of the concerted action relationship, Ma Xuejun and his concerted action parties held a total of 45,675,104 shares, accounting for 53.1443% of the total share capital, while after the termination, they hold 44,993,160 shares, accounting for 52.3508% [9] - The announcement confirms that the termination of the concerted action relationship does not violate any relevant laws and regulations and will not adversely affect the company's daily operations or financial status [11][12] Group 3 - The company has recently completed the "Information Technology Upgrade Project," which has reached a usable state, resulting in a surplus of 25.5122 million yuan [28][29] - The surplus funds will be used for the construction and application research of a sensor matrix aimed at interactive intelligence, which aligns with the company's strategic direction of integrating technology with traditional practices [29][30] - The project aims to enhance product interactivity and intelligence, thereby improving user experience and establishing a competitive advantage in the smart health sector [30][31] Group 4 - The new project will focus on building a multi-modal sensor matrix to achieve precise data collection and develop algorithms for environmental perception and personalized health services [30][31] - The project is expected to have a total investment of 30 million yuan and will run from July 2025 to June 2027 [37] - The company has established partnerships with research institutions to ensure the technical feasibility of the project and has a supply chain in place for stable production [35][36] Group 5 - The project is driven by market demand for smart and personalized health solutions, as well as competitive pressure from leading companies in the industry [31][32] - The company aims to create a closed-loop system of "perception-feedback-optimization" to differentiate itself in the portable massage device market [33][34] - The expected benefits include increased product pricing, reduced operational costs, and the establishment of a strong brand presence in the smart health technology sector [44][46]

Core Viewpoint - Shenzhen Beikong Technology Co., Ltd. has decided to abolish its supervisory board and amend its articles of association, transferring certain supervisory responsibilities to the audit committee of the board of directors [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer establish a supervisory board or supervisors, with some powers of the supervisory board being transferred to the audit committee of the board of directors [1]. - Relevant internal regulations related to the supervisory board will be abolished [1]. Group 2: Amendments to Articles of Association - The amendments to the articles of association are aimed at complying with the latest legal requirements and aligning with the company's operational needs [1][2]. - The revised articles of association will be submitted for approval at the shareholders' meeting before implementation [2]. Group 3: Governance System Changes - The company plans to revise, abolish, and establish certain governance systems to ensure compliance with the latest legal and regulatory requirements [2]. - Specific governance systems that require shareholder approval include the management of company funds and related information [2].

Group 1 - The company discovered non-operational fund occupation by its actual controller, Ma Xuejun, through employee loans and advance payments to suppliers, totaling 1.15 million and 2.9323 million respectively, with an overall fund occupation amount of 8 million [1][2] - The company has implemented internal management measures to prevent similar issues in the future, including the establishment of a revised internal loan process and training for management on relevant laws and regulations [2][3] - The company has acknowledged the seriousness of the situation and has issued a formal apology to investors, committing to strengthen risk awareness and ensure compliance with legal regulations [3][4] Group 2 - The company has already repaid the principal of the funds occupied by the actual controller before the end of 2022, and the interest was fully repaid by July 24, 2025 [3]

Core Points - The document outlines the management system for the resignation of directors and senior management at Shenzhen Beiqing Technology Co., Ltd, aiming to ensure governance stability and protect shareholder rights [1][2] - The system applies to all directors and senior management, detailing the conditions and procedures for resignation, including the need for written resignation reports and the timeline for company disclosures [1][2] Chapter Summaries General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1] - It applies to all directors and senior management, covering various resignation scenarios [1] Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the board [2] - The company must complete the election of new directors within sixty days to ensure compliance with legal requirements [2] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all relevant documents and assets within five working days post-resignation [5] - If involved in significant matters, an audit may be initiated to assess their actions [5] Obligations of Resigning Directors and Senior Management - Resigning individuals remain obligated to fulfill any public commitments made during their tenure [5][6] - They must also maintain confidentiality regarding company secrets even after leaving [5] Accountability Mechanism - The board will review any breaches of obligations by resigning individuals and may pursue compensation for losses incurred [7] - Individuals can appeal the board's decisions regarding accountability within a specified timeframe [7] Supplementary Provisions - Any matters not covered by this system will adhere to existing laws and regulations [9] - The system becomes effective upon approval by the board and is subject to interpretation by the board [9]

Core Viewpoint - The company has revised its internal audit system to enhance the quality of internal audits, clarify the responsibilities of audit institutions and personnel, and strengthen management to protect the rights of shareholders [1]. Group 1: Internal Audit Definition and Purpose - Internal audit is defined as an independent and objective evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, the authenticity and completeness of financial information, and the efficiency of operations [1]. - The internal control aims to ensure legal compliance in management, asset security, accurate financial reporting, and improved operational efficiency [1]. Group 2: Audit Department Structure - The company has established an audit department responsible for internal audit work, reporting directly to the board of directors and the audit committee [2]. - The audit department must operate independently from the finance department and should not be influenced by other departments or individuals [2][3]. - The audit department is required to have at least two dedicated audit personnel with necessary auditing knowledge and experience in finance and management [2]. Group 3: Responsibilities of the Audit Department - The audit department is tasked with auditing the legality, compliance, authenticity, and completeness of financial data and economic activities across the company and its subsidiaries [4]. - It is responsible for establishing a fraud prevention mechanism and focusing on potential fraud during audits [4]. - The audit department must report to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [5]. Group 4: Audit Procedures and Reporting - The audit department must create an annual internal audit work plan, which requires approval from the audit committee before implementation [9]. - Auditors must notify the audited units three days prior to the audit and can use various methods to gather evidence [10]. - After completing the audit, the department must issue a report that includes the audit purpose, scope, conclusions, and recommendations [11]. Group 5: Rights and Responsibilities of Audited Units - Audited units are required to cooperate with auditors by providing complete audit materials and must not obstruct the audit process [17]. - They have the right to report any misconduct by auditors to company leadership [17]. Group 6: Management of Audit Archives - The internal audit department must establish a work paper system and manage audit archives, including audit reports and evidence collected during audits [30]. - Audit archives are considered company secrets and require approval for access [14]. Group 7: Penalties for Non-compliance - Individuals responsible for significant losses due to violations of financial regulations may face disciplinary actions or legal consequences [16]. - Units that refuse to comply with audit requests may be subject to corrective actions and potential penalties from the board [16].

General Provisions - The purpose of the guidelines is to standardize the behavior of the management personnel of Shenzhen Beiqing Technology Co., Ltd., ensuring the protection of the legal rights of the company, shareholders, and creditors [1][2] - The guidelines are binding on the general manager, deputy general manager, and other senior management personnel [2] - The general manager is responsible for the overall control of daily operations and is accountable to the board of directors [2][3] Management Structure - The company has one general manager and may have several deputy general managers [6] - The general manager is nominated by the chairman and appointed or dismissed by the board of directors [6][7] - The term for the general manager and deputy general managers is three years, with the possibility of reappointment [3] Qualifications and Restrictions - The general manager must possess rich economic and management knowledge, strong management capabilities, and relevant industry experience [3] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as senior management [4][5] Powers and Responsibilities - The general manager is responsible for managing the company's operations and reporting to the board [12] - The general manager has the authority to implement board resolutions, draft internal management structures, and propose appointments of senior management [12][13] - The general manager must act in good faith and protect the interests of the company and its shareholders [18] Meeting Procedures - The general manager's office meeting is the highest decision-making body for daily management [22] - Meetings can be regular or temporary, and the general manager has the authority to convene them [22][23] - Meeting records must be kept, including details of attendees, discussions, and decisions made [28] Reporting Obligations - The general manager must report to the board quarterly and on significant events affecting the company [28][29] - Reports must be truthful and complete, with the general manager held accountable for their accuracy [31] Performance Evaluation and Penalties - The performance evaluation and compensation of the general manager and senior management are organized by the board and its compensation committee [33] - Violations of laws or company regulations may result in penalties, including the removal from position or financial compensation to the company [34][38]

Core Points - The company has established a special system to prevent the controlling shareholder, actual controller, and related parties from occupying company funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [1][2] - The system defines two types of fund occupation: operational and non-operational, with operational occupation arising from related transactions in business operations, while non-operational occupation includes various payments and loans made on behalf of the controlling shareholder and related parties [1][2] Summary by Sections General Principles - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and aims to create a long-term mechanism to prevent fund occupation [1] - Fund occupation includes both operational and non-operational types, with operational occupation linked to business transactions and non-operational occupation involving payments for wages, debts, and other expenses without proper consideration [2] Responsibilities and Measures - The board of directors and senior management are responsible for maintaining the safety of company funds and must adhere to legal and regulatory requirements [3] - The chairman and general manager are the primary responsible persons for preventing fund occupation, with strict monitoring of fund flows required during transactions with related parties [3][4] - The finance department is tasked with executing strict internal approval and payment processes to prevent fund occupation [4][5] Accountability and Penalties - If fund occupation occurs, the company board must take immediate action to recover the occupied funds and report to regulatory authorities [5][6] - The controlling shareholder and related parties are liable for damages caused by fund occupation, and the company must prioritize cash repayment over non-cash assets [6][7] - Any unauthorized approval of fund occupation by directors or senior management will be treated as a serious violation, leading to accountability measures [7][8]

Core Viewpoint - The document outlines the management system for subsidiaries of Shenzhen Beiliang Technology Co., Ltd., emphasizing compliance with laws and regulations, financial management, operational efficiency, and alignment with the company's long-term strategic goals [1][2]. Group 1: Management Objectives - Ensure subsidiaries comply with national laws and regulations for legal operations [4] - Safeguard the safety and integrity of subsidiary assets [4] - Guarantee the authenticity, accuracy, and completeness of financial reports and related information from subsidiaries [4] - Enhance operational efficiency and effectiveness of subsidiaries [4] - Align subsidiary operations with the company's long-term development plans and strategic direction [4] Group 2: Governance Structure - Subsidiaries must establish governance structures in accordance with the Company Law and their own articles of association [6] - Subsidiaries are required to have a board of directors or a single director, with the number of members determined by their articles of association [7] - The board of directors is responsible for reporting to shareholders, executing shareholder decisions, and formulating operational plans and financial budgets [8] Group 3: Financial Management - Subsidiaries must establish financial management systems in compliance with national laws and regulations, subject to approval by the company's finance department [6] - Monthly financial reports must be submitted to the company's finance department by the 10th of each month, including operational reports and financial statements [15] - Any changes in accounting policies or estimates must be reported to the company for approval [17] Group 4: Operational Management - Subsidiaries must adhere to national laws and regulations in their operations and align their management goals with the company's overall development plan [18] - The general manager of the subsidiary is responsible for preparing annual work reports and operational plans for approval [19] - Significant operational and financial matters must be reported to the company in a timely manner [25] Group 5: Internal Audit and Supervision - The company conducts regular or irregular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [26] - Subsidiaries must cooperate with audits and implement corrective measures based on audit findings [29] - The company may conduct routine checks to ensure compliance with governance structures and financial management [30] Group 6: Performance Evaluation and Incentives - Subsidiaries are required to establish performance evaluation and incentive systems to motivate management and staff [31] - Annual evaluations of senior management must be conducted, with the finance department having the authority to evaluate financial personnel [33] - The company reserves the right to propose penalties for management personnel who fail to fulfill their responsibilities, leading to losses for the company or subsidiaries [34]

Core Viewpoint - The document outlines the decision-making system for related party transactions of Shenzhen Beiqing Technology Co., Ltd, emphasizing the need for legality, necessity, reasonableness, and fairness in such transactions to protect shareholders' rights [1][2]. Group 1: General Principles - The company aims to standardize related party transactions to enhance operational compliance and protect shareholder interests [1]. - Related party transactions must be conducted legally and fairly, ensuring that financial indicators are not manipulated to harm the company's interests [2]. Group 2: Related Party Transactions - Related party transactions include any transactions that may lead to the transfer of resources or obligations between the company and its related parties, as defined by the Shanghai Stock Exchange and the China Securities Regulatory Commission [7]. - Related parties include both legal entities and natural persons that have a significant relationship with the company [8]. Group 3: Decision-Making Procedures - The board of directors must review related party transactions that exceed certain thresholds, such as transactions over 300,000 yuan with natural persons or those exceeding 30 million yuan with legal entities [17][18]. - Transactions involving guarantees must be justified with reasonable commercial logic and disclosed promptly after board approval [19]. Group 4: Reporting and Disclosure - Company directors and senior management must report any related party relationships to the company, ensuring transparency in transactions [5]. - Independent directors must provide prior approval for transactions requiring shareholder meetings, and they may seek external reports for their assessments [25]. Group 5: Implementation and Amendments - The decision-making system will take effect upon approval by the company's shareholders and can be amended with shareholder consent [28][29].