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倍轻松: 深圳市倍轻松科技股份有限公司董事、高级管理人员所持本公司股份及其变动信息管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
General Principles - The management system for the shares held by the board of directors and senior management of Shenzhen Beiqing Technology Co., Ltd. aims to regulate the management of shareholdings and transactions in accordance with relevant laws and regulations [1][2] - This system applies to all shares or equity-like securities registered under the names of the company's directors and senior management [1] Shareholding and Transaction Rules - Directors and senior management can sell shares through the Shanghai Stock Exchange or other legally permitted methods, adhering to commitments regarding holding periods and transaction methods [2][3] - There are specific periods during which directors and senior management are prohibited from reducing their shareholdings, including within one year of the company's stock listing and for six months after leaving their positions [4][5] Reporting and Disclosure Requirements - Directors and senior management must report their personal information to the Shanghai Stock Exchange within two trading days after their appointment or any changes in their information [3][6] - Any trading plans must be submitted in writing to the company secretary for verification before execution, and significant changes in shareholding must be reported within two trading days [7][8] Restrictions on Share Transactions - Directors and senior management are restricted from trading shares during specific periods, such as 30 days before the announcement of annual or semi-annual reports [5][6] - The maximum amount of shares that can be sold in a year is limited to 25% of their total holdings, with additional restrictions applying to newly acquired shares [6][9] Compliance and Penalties - The company will impose penalties for violations of this management system, including the recovery of profits from illegal trading activities [12][13] - Directors and senior management must ensure that their immediate family members and controlled entities do not engage in insider trading [11][12]
倍轻松: 深圳市倍轻松科技股份有限公司投资者关系管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The article outlines the investor relations management system of Shenzhen Beiqing Technology Co., Ltd, aiming to enhance communication between the company and its investors, improve corporate governance, and protect investors' rights [2][3][4]. Group 1: Objectives of Investor Relations Management - The primary objectives include fostering a positive relationship with investors, establishing a stable investor base, promoting a culture of respect for investors, maximizing overall company benefits, and increasing transparency in information disclosure [3][4][5]. Group 2: Principles of Investor Relations Management - The management of investor relations should adhere to principles of compliance, equality, proactivity, and honesty [4][5][6]. Group 3: Communication Channels - The company utilizes various communication methods such as its website, phone consultations, analyst meetings, performance briefings, roadshows, and the Shanghai Stock Exchange's "SSE e-Interaction" platform [3][5][8]. Group 4: Content of Investor Relations Management - Key content areas for communication include the company's development strategy, legal information disclosures, operational management information, environmental, social, and governance information, corporate culture, shareholder rights, and potential risks [8][9][10]. Group 5: Self-Disclosure of Information - The company may voluntarily disclose information beyond legal requirements, ensuring fairness and transparency in communication with all investors [7][12][13]. Group 6: Investor Engagement Activities - The company is committed to organizing investor engagement activities such as investor briefings, performance meetings, and roadshows, ensuring that these events are accessible to all investors [11][13][14]. Group 7: Management Responsibilities - The board secretary is responsible for coordinating investor relations activities, ensuring effective communication, and managing investor inquiries and feedback [19][20][21].
倍轻松: 深圳市倍轻松科技股份有限公司董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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]
倍轻松: 深圳市倍轻松科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - Shenzhen Breo Technology Co., Ltd. is established as a joint-stock company in accordance with relevant laws and regulations, with a registered capital of 85,945,419 RMB [1][2] - The company was approved for registration by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 15, 2021, with an initial public offering of 15,410,000 shares [1][2] - The company's business scope includes the research and sale of health care equipment, electronic products, and various medical devices, among other activities [1][2] Company Structure - The company is governed by its articles of association, which outline the rights and obligations of shareholders, directors, and senior management [1][2] - The legal representative of the company is the director or general manager, who is responsible for the company's civil activities [1][2] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [1][2] Share Issuance and Management - The company's shares are issued in the form of stocks, with all shares being ordinary shares [2][3] - The total number of shares issued by the company is 85,945,419, and the issuance follows principles of openness, fairness, and justice [2][3] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [2][3] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [4][5] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as permitted by law [8][9] - The company must maintain a shareholder register, which serves as proof of share ownership [4][5] Corporate Governance - The company is required to hold annual and temporary shareholder meetings, with specific procedures for convening and voting [10][11] - The board of directors is responsible for managing the company and must report to the shareholders at the annual meeting [10][11] - The articles of association stipulate that any external guarantees provided by the company must be approved by the shareholders [11][12] Compliance and Legal Obligations - The company must adhere to legal requirements regarding information disclosure and must report any significant events to the relevant authorities [6][7] - Shareholders have the right to request legal action against directors or senior management if they violate laws or the articles of association [6][7] - The company must ensure that its operations do not harm the interests of shareholders or creditors [8][9]
倍轻松: 深圳市倍轻松科技股份有限公司审计委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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]
倍轻松: 深圳市倍轻松科技股份有限公司独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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].
倍轻松: 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(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The document outlines the information disclosure deferral and exemption management system for Shenzhen Beiliang Technology Co., Ltd, aiming to ensure compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The system is established to regulate the deferral and exemption of information disclosure, ensuring that the company and related parties fulfill their disclosure obligations in accordance with the Company Law and relevant regulations [1][2] - Information disclosure obligations can be deferred or exempted under specific circumstances as defined by the listing rules and regulations [2][3] Group 2: Scope of Deferral and Exemption - The scope of deferral and exemption should generally align with the conditions at the time of the company's initial public offering, with any new requests requiring substantial evidence [3][4] - Information related to state secrets or commercial secrets may be exempted from disclosure if it meets certain criteria, such as potential harm to competition or violation of confidentiality [3][4][5] Group 3: Internal Management - The company must maintain a careful record of any deferred or exempted disclosures, including reasons, types of documents, and internal approval processes [5][6] - If previously deferred or exempted information becomes public or the reasons for deferral are no longer valid, the company is required to disclose this information promptly [6][7] Group 4: Additional Provisions - The document specifies that any other matters related to information disclosure deferral and exemption must comply with the listing rules and other relevant regulations [7][8] - The board of directors is responsible for the formulation, interpretation, and revision of this system, which takes effect upon approval [8]
倍轻松: 深圳市倍轻松科技股份有限公司年报信息披露重大差错责任追究制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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].
倍轻松: 深圳市倍轻松科技股份有限公司薪酬与考核委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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].
倍轻松: 深圳市倍轻松科技股份有限公司会计师事务所选聘制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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]