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]

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]

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]

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]

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） ...

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]

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]