Core Viewpoint - The company plans to enhance its governance efficiency by abolishing the supervisory board, transferring its responsibilities to the audit committee of the board of directors [1][2]. Governance Changes - The company held its 18th meeting of the 5th board of directors on July 16, 2025, with all 7 directors present, achieving a 100% approval rate for the proposals [1][2][3]. - The supervisory board will be abolished, and its powers will be assumed by the audit committee [1]. - Amendments to the company's articles of association and various governance rules will be proposed at the upcoming third extraordinary general meeting of shareholders [2][3]. Specific Amendments - The company will revise the following documents: - Articles of Association [2] - Board Meeting Rules [3] - Shareholder Meeting Rules [3] - General Manager Work Rules [3] - Audit Committee Work Rules [4] - Compensation and Assessment Committee Work Rules [5] - Nomination Committee Work Rules [5] - Strategic and ESG Committee Work Rules [5] - Information Disclosure Management System [6] - Major Information Internal Reporting System [6] - Internal Information Confidentiality System [7] - Insider Information Registrant Management System [7] - Annual Report Major Error Responsibility Pursuit System [8] - Fundraising Management System [9] - Director and Senior Management Compensation Management System [9] - Board Secretary Work System [9] - Independent Director Work System [10] - External Guarantee Management System [11] - External Financial Assistance Management System [11] - External Investment Management System [12] - Related Party Transaction Management System [12] - Director and Senior Management Shareholding Management System [13] - Specific Visitor Reception Management System [14] - Investor Relations Management System [14] - External Information User Management System [14] - Foreign Derivative Trading Business Management System [14] - Internal Audit System [15] - Accountant Firm Selection System [16] - Director and Senior Management Departure Management System [16] - Information Disclosure Postponement and Exemption Management System [17] Upcoming Meetings - The company will hold the third extraordinary general meeting of shareholders on August 1, 2025, to review the proposed amendments [18].

General Principles - The rules are established to regulate the behavior of Beijing Saiwei Electronics Co., Ltd. and ensure that shareholders can exercise their rights according to relevant laws and regulations [1][2] - The board of directors is responsible for organizing shareholder meetings in a diligent and timely manner [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2] - Temporary meetings are called as needed, and if not held within the specified timeframe, the company must report to the Beijing Securities Regulatory Bureau and Shenzhen Stock Exchange [2] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, attendance qualifications, and voting results [5] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be submitted in writing [13] - Shareholders holding more than 1% of shares can propose temporary proposals ten days before the meeting [7] Meeting Conduct - Shareholder meetings must be held at the company's registered address or another specified location, and can also utilize electronic communication methods [11][20] - All shareholders or their proxies registered on the record date have the right to attend and vote [12] Voting and Decision-Making - Voting can be conducted through various methods, including in-person and electronic means, and must be clearly outlined in the meeting notice [17][20] - The results of the voting must be announced immediately after the meeting, and detailed records must be kept [41][45] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [45][46] - The company must ensure that the meeting is conducted continuously until a final resolution is reached [47] Amendments and Interpretations - Any amendments to these rules must be proposed by the board and approved by the shareholders [49][50] - The board is responsible for interpreting these rules [51]

Core Points - The article outlines the visitor reception management system of Beijing Saiwei Electronics Co., Ltd, emphasizing the importance of transparency and fairness in investor relations [1][2][3] - The system aims to regulate interactions with specific visitors, ensuring equal access to information for all investors and preventing selective disclosure of non-public information [2][3][4] Group 1: General Principles - The reception work adheres to principles of fairness, justice, and openness, prohibiting any form of selective information disclosure [3][4] - The company commits to honest and trustworthy communication, avoiding false records and misleading statements [3][4] - Confidentiality is paramount, with strict adherence to internal policies regarding the disclosure of sensitive information [4][5] Group 2: Communication Content - Communication with specific visitors includes discussions on the company's development strategy, legal disclosures, and publicly available operational information [9] - Topics also cover corporate culture and other legally disclosable information [9] Group 3: Responsibilities and Procedures - The Securities Affairs Department is designated as the primary department for managing visitor receptions [10][11] - Specific procedures are established for verifying visitor identities and ensuring that all interactions are documented [10][11] - The company maintains a record of all reception activities, including participant details and discussion content, to ensure compliance with regulations [10][11] Group 4: Compliance and Reporting - The company must report any significant information disclosed during visits to the Shenzhen Stock Exchange promptly [10][11] - A protocol is in place for handling any potential leaks of non-public information, including immediate disclosure and corrective actions [10][11] Group 5: Additional Regulations - The company prohibits any form of financial support for visitors and ensures that all costs related to visits are borne by the visitors themselves [8][9] - Visitors are required to sign a commitment letter agreeing not to seek non-public information or misuse any information obtained during visits [8][9]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The registered capital of the company is RMB 732.213134 million [3] - The company aims to promote national technology and create an international brand [4] Company Structure - The company was formed through the overall change of Beijing Nairui Jisi System Integration Co., Ltd. and is registered with the Beijing Administration for Industry and Commerce [2][3] - The company has a legal representative who is also the chairman of the board [3] - The company has a total of 27 founders, with a total of 58 million shares subscribed [5][6] Share Issuance and Management - The company issues shares in the form of stocks, with all shares being ordinary shares [5][6] - The total number of shares issued by the company is 732.213134 million [5] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes [11][12] - Shareholders are required to comply with laws and the company's articles of association [16] - The company must maintain the independence of its assets, personnel, finance, and operations [43][44] Governance and Meetings - The company holds annual general meetings within six months after the end of the previous fiscal year [48] - The board of directors is responsible for convening shareholder meetings and ensuring compliance with legal requirements [53][54] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [55][56]

Core Viewpoint - The document outlines the information disclosure deferral and exemption management system for Beijing Saiwei Electronics Co., Ltd, ensuring compliance with relevant laws and regulations while protecting sensitive information [1][2]. Group 1: General Principles - The company establishes this system to regulate the deferral and exemption of information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and other relevant regulations [1]. - The company and related information disclosure obligors must prudently assess the need for deferral or exemption of disclosure based on applicable laws and regulations [1][2]. Group 2: Scope of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [2]. - The company has an obligation to protect state secrets and must not disclose sensitive information through any means, including investor interactions or media interviews [2]. - Information related to commercial secrets can be deferred or exempted if it meets specific criteria, such as potential harm to the company or others if disclosed [2][3]. Group 3: Disclosure Procedures - If the reasons for deferral or exemption are no longer valid, the company must promptly disclose the information [3][4]. - The company must document the reasons for deferral and the internal review process, ensuring that the information is not misused [4][5]. - The approval process for deferral or exemption involves multiple levels of review, including the relevant department, the secretary of the board, and the chairman [5]. Group 4: Record Keeping and Reporting - The company must maintain records of deferred or exempted disclosures for at least ten years, including the type of information and the reasons for deferral [5][6]. - After the announcement of annual, semi-annual, or quarterly reports, the company must submit relevant documentation regarding deferred or exempted disclosures to the Beijing Securities Regulatory Bureau and the Shenzhen Stock Exchange within ten days [6].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [2][3][5]. Group 1: General Principles - The system aims to improve the company's operational standards and increase accountability for annual report disclosures [2]. - It is based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shenzhen Stock Exchange rules [3][4]. - Company personnel involved in annual report disclosures must adhere to accounting standards and internal control systems to ensure accurate financial reporting [3][4]. Group 2: Identification and Handling of Errors - Significant errors in annual report disclosures include major accounting errors, substantial omissions, and discrepancies in performance forecasts [4][5]. - Specific criteria for identifying major accounting errors include a 5% threshold of total audited assets, net assets, revenue, or net profit, with an absolute amount exceeding 5 million [6][8]. - The company must promptly issue corrective announcements for any significant omissions or inaccuracies in disclosures [5][8]. Group 3: Accountability Procedures - The company will hold responsible parties accountable for significant errors, following principles of objectivity and proportionality [5][9]. - The board of directors and senior management bear primary responsibility for the accuracy and completeness of financial reports [15][16]. - Disciplinary actions may include internal reprimands, warnings, economic penalties, or even legal actions depending on the severity of the error [10][12][16]. Group 4: Reporting and Review - The internal audit department is responsible for collecting data, investigating causes, and proposing corrective measures for significant errors [9][11]. - The board of directors will review and make decisions on accountability and corrective actions based on the audit committee's recommendations [9][11]. - Results of accountability measures will be included in the annual performance evaluations of relevant departments and personnel [11].

Core Viewpoint - The document outlines the management system for related party transactions of Beijing Saiwei Electronics Co., Ltd, emphasizing fairness, transparency, and compliance with regulations to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to ensure the fairness of related party transactions and comply with legal and regulatory requirements [1]. - Related party transactions should be minimized, and pricing should adhere to the principles of fairness, justice, and market comparability [2][3]. - Independent financial advisors may be engaged when necessary to provide opinions on related transactions [2]. Group 2: Related Parties and Relationships - Related parties include both legal entities and natural persons that have specific relationships with the company, which may lead to biased interests [3][4]. - Directors, senior management, and significant shareholders must disclose their related party relationships to the company [4][5]. Group 3: Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and management contracts [6][8]. - Transactions exceeding certain thresholds require board and shareholder approval, with specific limits set for different types of transactions [10][11]. Group 4: Management Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, ensuring decisions are made by non-related directors [8][9]. - The company must conduct thorough assessments of the necessity, fairness, and impact of related transactions before approval [19][20]. Group 5: Disclosure Requirements - The company is responsible for disclosing related transactions, including details about the transaction, pricing policies, and the impact on financial performance [16][17]. - Specific documentation must be submitted to the Shenzhen Stock Exchange, including agreements, board resolutions, and independent opinions [16][17]. Group 6: Special Provisions - Certain transactions may be exempt from standard approval processes if they meet specific criteria, such as cash subscriptions for securities [18][19]. - The company must reassess and disclose related party agreements that exceed three years in duration [24].

General Principles - The purpose of the Nomination Committee's work rules is to standardize the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure based on relevant laws and regulations [1][2]. Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [2]. - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [2][3]. - The committee has a chairperson who must be an independent director, responsible for convening and presiding over committee meetings [1][2]. Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board on various matters, including nominations and appointments [2][3]. - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolutions [3]. Work Procedures - The committee is required to meet as needed, with meetings announced three days in advance, and can also hold emergency meetings [6][7]. - 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 company directors and senior management to attend meetings and can hire external advisors for professional opinions if necessary [8][9]. Confidentiality and Conflicts of Interest - All attendees of the committee meetings are bound by confidentiality obligations regarding the matters discussed [8]. - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [8][9]. Amendments and Effectiveness - The rules are subject to interpretation and revision by the board and will take effect upon board approval [9][10].

Core Points - The document outlines the management system for shares held by directors and senior management of Beijing Saiwei Electronics Co., Ltd, aiming to strengthen the management of shareholding and changes, and maintain market order [1][2] Group 1: General Provisions - The system applies to major shareholders, directors, and senior management, including all shares registered in their names and those in credit accounts for margin trading [2] - Directors and senior management must be aware of laws and regulations regarding insider trading and market manipulation before trading shares [2][3] Group 2: Prohibited Trading Activities - Directors and senior management are prohibited from transferring shares under certain conditions, such as within six months after leaving the company or during investigations related to securities violations [3][4] - Specific periods are defined during which directors and senior management cannot buy or sell shares, particularly around significant corporate events [3][4] Group 3: Information Reporting and Disclosure - Directors and senior management must report their shareholding information to the Shenzhen Stock Exchange and ensure the accuracy and timeliness of this data [5][6] - Any trading plans must be communicated to the board secretary one week in advance, who will verify compliance with relevant regulations [6][7] Group 4: Shareholding Management - Shares acquired through various means are subject to automatic lock-up periods, with specific percentages of shares allowed for transfer each year [9][10] - The company must apply for the registration of shares held by directors and senior management as restricted shares under certain conditions [6][9] Group 5: Share Increase Behavior Regulations - Shareholders holding more than 5% must disclose their plans for increasing shareholdings, including details such as the number of shares and the purpose of the increase [11][12] - Any increase in shareholding must comply with legal requirements and be reported to the company [12][13] Group 6: Responsibilities and Penalties - Violations of the regulations may lead to administrative or criminal liability, and repeated violations can result in removal from positions [16][17] - The company is responsible for cooperating with authorities in investigating violations by directors and senior management [16][17]

北京赛微电子股份有限公司 内部审计制度 北京赛微电子股份有限公司 内部审计制度 第一章 总则 第一条 为强化内部管理，确保北京赛微电子股份有限公司（以下简称"公 司"）对内部经济运行过程实行有效监督，提高组织运行效率，完善公司治理结 构，维护股东合法权益，根据《中华人民共和国公司法》、《中华人民共和国证券 法》、《中华人民共和国审计法》、《深圳证券交易所创业板股票上市规则》、《深圳 证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等相关 法律法规、部门规章、规范性文件的规定和《北京赛微电子股份有限公司章程》 （以下简称"《公司章程》"），结合公司实际，制定本制度。 第二条 本制度适用于公司各内部机构或职能部门、全资子公司、控股子公 司以及具有重大影响的参股公司的内部审计工作。 第三条 本制度所称内部审计，是指由公司内部审计机构依据国家相关法 律法规及本制度的规定，对公司各内部机构或职能部门、全资子公司、控股子公 司以及具有重大影响的参股公司的内部控制和风险管理的有效性、财务信息的真 实性、完整性以及经营活动的效率和效果等开展的一种评价活动。 第四条 本制度所称内部控制，是指公司董事会、高级 ...