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倍轻松: 深圳市倍轻松科技股份有限公司战略委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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]
倍轻松: 深圳市倍轻松科技股份有限公司提名委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
General Provisions - The company establishes 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]
倍轻松: 深圳市倍轻松科技股份有限公司股东大会累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The article outlines the implementation details of the cumulative voting system for the Shenzhen Beike Technology Co., Ltd. shareholder meeting, aimed at enhancing corporate governance and protecting minority shareholders' rights [2][3][4] Chapter Summaries Chapter 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of directors to be elected, which can be concentrated [3] - The term "directors" includes both independent and non-independent directors, with employee representatives elected through democratic means [3][4] Chapter 2: Nomination of Director Candidates - The nomination process allows the board nomination committee to recommend non-independent director candidates, while shareholders holding over 1% of shares can propose candidates [4] - Independent directors are nominated by the board or shareholders holding over 1% of shares [4] Chapter 3: Voting and Election of Directors - Independent and non-independent directors are elected separately, with voting rights calculated based on the number of shares held multiplied by the number of directors to be elected [5] - The election process ensures that the number of independent directors meets regulatory requirements, and the voting process is clearly defined to avoid invalid votes [6][7] Chapter 4: Supplementary Provisions - Any matters not covered by these rules will follow relevant national laws and the company's articles of association [7] - The board of directors is responsible for interpreting these rules and can modify them as necessary, subject to shareholder approval [7]
倍轻松: 深圳市倍轻松科技股份有限公司股东会议事规则 (2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The document outlines the rules for the shareholders' meetings of Shenzhen Beiliang Technology Co., Ltd, aiming to enhance the efficiency of meetings and ensure shareholders' rights are protected [1][2][3] Group 1: Shareholders' Meeting Structure - The shareholders' meeting is divided into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year and temporary meetings convened within two months of the occurrence of specific events [2][3] - The board of directors is responsible for convening the meetings within the stipulated timeframes and must provide written feedback on requests for temporary meetings within ten days [5][6] Group 2: Rights of Shareholders - Shareholders holding more than 10% of the company's shares have the right to request a temporary meeting, and the board must respond within ten days [3][4] - Independent directors can also propose temporary meetings, and the board must provide feedback on such proposals [4][5] Group 3: Proposals and Notifications - Proposals for the meeting must fall within the authority of the shareholders' meeting and be clearly defined [11][12] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings, including all relevant details [13][14] Group 4: Meeting Procedures - The meeting must be held at the company's registered address or a specified location, and provisions must be made for shareholders to participate via various means [18][19] - The meeting must maintain order, and all shareholders registered on the equity registration date have the right to attend [19][20] Group 5: Voting and Resolutions - Each share carries one vote, and the company cannot exercise voting rights on its own shares [29][30] - Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [46][47] Group 6: Legal Compliance and Record Keeping - The company must hire a law firm to provide legal opinions on the meeting's procedures and results, which must be disclosed alongside the resolutions [49][50] - Meeting records must be maintained for at least ten years, detailing all proceedings and decisions made during the meeting [44][45]
倍轻松: 深圳市倍轻松科技股份有限公司董事会秘书工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The document outlines the working rules for the board secretary of Shenzhen Beiqing Technology Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [2][10] - The board secretary is a senior management position responsible for liaising with the Shanghai Stock Exchange and ensuring proper information disclosure [2][4] Group 1: General Provisions - The board secretary must adhere to the company's articles of association and fulfill corresponding legal responsibilities, maintaining integrity and diligence [4][5] - The company is required to provide necessary conditions for the board secretary to perform their duties effectively [5][6] Group 2: Qualifications - The board secretary must possess a qualification certificate recognized by the Shanghai Stock Exchange and cannot have any disqualifying conditions as outlined in the document [3][6] - Individuals who have faced administrative penalties from the China Securities Regulatory Commission or have been publicly criticized by the stock exchange in the last three years are ineligible [3][6] Group 3: Responsibilities - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure obligations, and maintaining confidentiality of undisclosed significant information [4][5] - They must also oversee investor relations, manage shareholding information, and assist in the formulation of the company's capital market development strategy [5][6] Group 4: Appointment and Dismissal Procedures - The board secretary is appointed by the board of directors and must undergo professional training and qualification assessment [7][8] - If the board secretary is found to be ineligible or fails to fulfill their duties, they may be dismissed, and the reasons must be reported to the stock exchange [8][9] Group 5: Legal Responsibilities - The board secretary shares liability with the board of directors for decisions that violate laws or the company's articles of association, unless they can prove dissent [9][10] - Penalties for violations can include recommendations for disqualification from the position and other disciplinary actions [9][10]
倍轻松: 深圳市倍轻松科技股份有限公司信息披露管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
深圳市倍轻松科技股份有限公司 信息披露管理制度 深圳市倍轻松科技股份有限公司 信息披露管理制度 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")的信 息披露行为,加强信息披露事务管理,提高公司信息披露管理水平和质量,确保 公司信息披露内容的真实、准确、完整,切实维护公司、股东及投资者的合法权 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》(以下简称"《证券法》")、《科创板上市公司持续监管办法 (试行)》(以下简称"《持续监管办法》")、《上市公司信息披露管理办法》 (以下简称"《管理办法》")、《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 第二章 信息披露的基本原则和规定 第二条 本制度所称"信息"是指所有能对公司股票价格或者投资决策产生 重大影响的信息以及证券监督管理部门要求披露的信息,包括但不限于: (一) 与公司业绩、利润等事项有关的信息,如财务业绩、盈利预测和利 润分配及公积金转增股本等; (二) 与公司收购兼并、重组、重大投资、对外担保等事项有关的信息; (三) ...
倍轻松: 深圳市倍轻松科技股份有限公司对外担保管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
General Principles - The external guarantee management system aims to regulate the financial interactions between the company and its controlling shareholders, actual controllers, and other related parties, effectively controlling external guarantee risks and protecting investors' rights [1][2] - External guarantees include various forms such as guarantees, mortgages, and pledges for debts of other units or individuals, including guarantees for controlling subsidiaries [1][2] External Guarantee Total - The total amount of external guarantees refers to the sum of the company's external guarantees and those of its controlling subsidiaries [2] Principles of External Guarantees - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict control over guarantee risks [2][3] - The board of directors or shareholders' meeting must approve external guarantees, and no individual has the authority to sign guarantee contracts without such approval [2][3] Responsibilities of Independent Directors - Independent directors should focus on related transactions and external guarantees that closely relate to the interests of minority shareholders, with the ability to propose meetings and hire external auditors for reviews [3][4] Review and Approval Process - The finance department is responsible for reviewing guarantee applications, assessing the credit status of applicants, and managing guarantee contracts [4][5] - The company must analyze the credit status of the guaranteed party and provide detailed information in board meeting proposals [5][6] Conditions for Providing Guarantees - The company cannot provide guarantees to applicants with certain conditions, such as non-compliance with laws, poor financial records, or existing overdue debts [5][6] Evaluation Report Requirements - The finance department must prepare an evaluation report for guarantee applications, ensuring the applicant meets specific criteria, including good financial health and the ability to provide counter-guarantees [5][6] Shareholder Meeting Approval - Certain guarantees require submission to the shareholders' meeting for approval, especially those exceeding specified thresholds related to the company's net assets [6][7] Board Meeting Procedures - Board meetings must have a majority of non-related directors present for decisions on guarantees, and related directors must abstain from voting [8][9] Risk Management - The company must establish written contracts for approved guarantees, detailing the rights, obligations, and liabilities of all parties involved [10][11] - The finance department must monitor the financial status of guaranteed parties and report any significant changes to the board [13][14] Disclosure Requirements - The company must disclose approved guarantees on the stock exchange and other media, including details of the total amount of guarantees provided [10][11] Compliance and Accountability - Any violations of the guarantee management system must be disclosed, and responsible parties will be held accountable for any losses incurred [16][17] - The company must maintain a robust system for managing seals and ensure proper usage in relation to guarantee matters [16][17]
倍轻松: 深圳市倍轻松科技股份有限公司对外投资管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The document outlines the external investment management system of Shenzhen Beiliang Technology Co., Ltd, aiming to standardize investment behavior, control risks, and enhance investment efficiency [1][2][3] Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [1] - Investments are categorized into short-term (up to one year) and long-term (over one year) [1] Group 2: Approval Authority - Investments exceeding 10% of the company's latest audited total assets require board approval [2] - Investments involving assets with a value exceeding 50% of the company's latest audited total assets must be approved by both the board and the shareholders' meeting [3][4] Group 3: Investment Management - The finance department is responsible for managing short-term investments and preparing investment plans for approval [5][6] - The company’s audit department conducts audits on external investments and reports to the board annually [6][11] Group 4: Transfer and Recovery of Investments - The company can recover investments under specific conditions, such as project completion or bankruptcy [18] - The transfer of investments must be reasonably priced and may require professional evaluation [19] Group 5: Supervision and Accountability - The audit committee and finance department are responsible for monitoring investment projects and addressing any irregularities [11][12] - Individuals or units causing investment losses due to negligence or misconduct may face investigations and accountability [25][26]
倍轻松: 深圳市倍轻松科技股份有限公司内幕信息管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Viewpoint - The company has established a comprehensive insider information management system to ensure confidentiality, protect the rights of investors, and comply with relevant laws and regulations [1][16]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, ensuring accurate and complete records of insider information personnel, with the chairman as the primary responsible person [2][10]. - The company must maintain strict confidentiality regarding insider information and prevent insider trading or manipulation of stock prices by insiders [5][12]. - Insider information is defined as non-public information that could significantly impact the company's stock price, including major events affecting assets, liabilities, or operational results [7][8]. Group 2: Scope of Insider Information Personnel - Insider information personnel include company directors, senior management, major shareholders, and others who can access insider information due to their roles or relationships with the company [4][6]. - The company must limit the number of individuals who have access to insider information to the smallest possible group [9][10]. Group 3: Registration and Reporting Procedures - The company is required to maintain detailed records of insider information personnel, including their identities, roles, and the nature of the insider information they are privy to [11][12]. - Any significant corporate events, such as mergers or asset restructuring, must be reported to the relevant regulatory bodies along with the insider information personnel records [13][14]. Group 4: Confidentiality Obligations - Insider information personnel are prohibited from disclosing insider information or trading based on such information before it is publicly disclosed [20][21]. - Major shareholders must control the information disclosure scope when discussing matters that could significantly affect stock prices [22][23]. Group 5: Accountability and Penalties - The company reserves the right to impose penalties on insider information personnel who leak information or engage in insider trading, which may include disciplinary actions or legal consequences [24][26]. - Violations of insider information regulations may lead to criminal charges if they result in significant consequences for the company [26][27].
倍轻松: 国投证券股份有限公司关于深圳市倍轻松科技股份有限公司信息化升级建设项目节余募集资金使用规划的专项核查意见
Zheng Quan Zhi Xing· 2025-08-01 16:36
Fundraising Overview - The company raised a total of RMB 422.23 million through the issuance of 15.41 million shares at RMB 27.40 per share, with a net amount of RMB 358.91 million after deducting expenses [1][2] - As of July 31, 2025, the company has a surplus of RMB 25.51 million from the "Information Technology Upgrade Project" [1][2] Project Completion and Surplus Fund Usage - The "Information Technology Upgrade Project" was completed in 2024 and has met the expected operational status, with the surplus funds to be retained in a special account for future use [1][3] - The company plans to utilize the surplus funds for a new project focused on building a sensor matrix for interactive intelligence, which aligns with its strategic goals [3][4] New Project Details - The new project, titled "Research on Sensor Matrix for Interactive Intelligence," has a total investment of RMB 30 million and will run from July 2025 to June 2027 [4] - The project aims to develop a multi-modal sensor matrix to enhance data collection and improve user interaction with health products [4][5] Strategic Direction and Market Position - The company aims to transition from a single product manufacturer to a comprehensive health technology service provider, emphasizing a diversified business model [3][4] - The focus on interactive intelligence aligns with market trends towards smart and personalized health solutions, addressing competitive pressures from leading firms [5][6] Technological Development and Collaboration - The company has established partnerships with institutions like the Shenzhen Institute of Advanced Technology and the China Aerospace Shenzhen Institute to enhance its technological capabilities [6][7] - The development of a multi-sensor system is expected to improve product differentiation and market competitiveness [6][7] Regulatory Compliance and Governance - The usage plan for the surplus funds has been approved by the company's board and supervisory committee, adhering to relevant regulations and ensuring no adverse impact on operations [7][8] - The company has committed to maintaining strict oversight of the fund usage in accordance with regulatory guidelines [8]