Core Viewpoint - Zhejiang Biyi Electric Co., Ltd. has decided to cancel its supervisory board and amend its articles of association, which includes revising several governance systems and working rules, as well as handling business registration changes [1][2]. Group 1: Governance Structure Changes - The company will no longer have a supervisory board, with its powers transferred to the audit committee of the board of directors, and the relevant supervisory board rules will be abolished [2][3]. - Amendments to the articles of association will include the establishment of a market value management system and the authorization of the management to handle business registration changes [2][3]. Group 2: Capital Reduction and Stock Repurchase - The company has approved the repurchase and cancellation of 8,400 restricted stocks held by two employees who have left the company, resulting in a reduction of registered capital from 187,947,951 RMB to 187,939,551 RMB [2][3]. - The total number of shares will decrease by 8,400 shares due to this repurchase [2][3]. Group 3: Articles of Association Amendments - The articles of association will be revised to reflect the new governance structure, including changes to shareholder responsibilities and rights [4][5]. - Specific provisions regarding the responsibilities of shareholders and the prohibition of financial assistance for acquiring shares will be included in the revised articles [4][5].

Core Viewpoint - The document outlines the management system for foreign exchange derivative trading at Zhejiang Biyi Electric Appliance Co., Ltd, aiming to standardize operations, mitigate investment risks, and ensure asset safety [1][2][3]. Group 1: General Principles - The foreign exchange derivative trading business is defined as transactions aimed at mitigating exchange rate and interest rate risks, including various products like forward contracts, swaps, and options [1]. - The company must conduct foreign exchange derivative transactions only with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2]. - Transactions must be based on prudent forecasts of foreign currency inflows and outflows, with limits set by the board or shareholders [2][3]. Group 2: Approval and Internal Processes - The board of directors and shareholders are responsible for approving the annual limits for foreign exchange derivative trading, with the chairman or authorized personnel managing the execution [3][4]. - The finance department is tasked with daily operations, including transaction management, risk assessment, and reporting to the board [4][5]. - A risk analysis report must be submitted to management and the board, detailing trading positions, risk assessments, and compliance with stop-loss limits [5][6]. Group 3: Risk Management and Reporting - In case of significant market fluctuations, the finance department must analyze the situation and report to management promptly [6]. - The audit department is responsible for supervising the actual operations and financial outcomes of the trading activities [4][6]. - Information regarding trading activities must be disclosed in accordance with regulatory requirements, especially if losses exceed 10% of the company's audited net profit [7]. Group 4: Documentation and Compliance - All trading documents and records must be maintained for a period of 10 years, with the finance department responsible for their organization and archiving [7]. - The management system must comply with relevant laws and regulations, and any conflicts with mandatory provisions must be resolved in favor of those provisions [7].

浙江比依电器股份有限公司 防范控股股东及其他关联方资金占用制度 第六条 公司与控股股东及其他关联方发生的经营性资金往来中，应当严格 限制控股股东及其他关联方占用公司资金，履行相关审批程序，明确经营性资金 往来的结算期限，不得以经营性资金往来的形式变相为控股股东及其关联方提供 资金等财务资助。控股股东及其他关联方不得要求公司为其垫支工资、福利、保 险、广告等期间费用，也不得互相代为承担成本和其他支出。公司与控股股东及 其关联方经营性资金往来的结算期限，应严格按照签订的合同执行，及时结算， 不得形成非正常的经营性资金占用。 第七条 公司不得以下列方式将资金直接或间接地提供给控股股东及其他关 联方使用： （一）有偿或无偿地拆借公司的资金给控股股东及其他关联方使用； （二）通过银行或非银行金融机构向控股股东及其他关联方提供委托贷款； （三）委托控股股东及其他关联方进行投资活动； 第一条 为了建立浙江比依电器股份有限公司（以下简称"公司"）防范控股 股东及其他关联方占用公司资金的长效机制，杜绝控股股东及其他关联方资金占 用行为的发生，根据《公司法》《证券法》等法律、法规、规范性文件及《公司 章程》的相关规定，制订本制度 ...

Core Points - The document outlines the management system for subsidiaries of Zhejiang Biyi Electric Appliance Co., Ltd, aiming to ensure standardized operations and protect investors' rights [1][2][3] Group 1: General Principles - The management system is established to clarify the responsibilities and rights of the parent company and its subsidiaries, ensuring efficient and orderly operations [1] - Subsidiaries are defined as independent legal entities established by the parent company based on strategic planning and business needs [1] Group 2: Governance of Subsidiaries - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards as per legal requirements [2] - The board of directors should consist of a majority of members recommended by the parent company [2][3] Group 3: Operational Management - Subsidiaries must comply with national laws and regulations while aligning with the parent company's strategic goals [5] - Annual operational plans must be prepared by the subsidiary's general manager, including key economic indicators and financial plans [5] Group 4: Financial and Fund Management - Subsidiaries are required to follow national financial policies and maintain accurate accounting records [7] - The parent company's finance department oversees the financial management of subsidiaries, including monitoring fund operations [7][8] Group 5: Investment Management - Subsidiaries can propose investment projects based on market conditions, ensuring they follow legal and prudent principles [10] - Investment project decisions require feasibility studies and approval processes, with regular progress reports to the parent company [10] Group 6: Information Disclosure - Subsidiaries must report significant business and financial matters to the parent company in a timely manner [11] - There is a confidentiality obligation regarding undisclosed information that may impact the parent company's stock price [11] Group 7: Supervision and Audit - Subsidiaries must cooperate with the parent company in external audits and internal assessments of financial and operational compliance [12] - The audit scope includes compliance with laws, internal control systems, and financial performance [12] Group 8: Assessment and Penalties - A mechanism to motivate and constrain the management and staff of subsidiaries is required to align responsibilities and benefits [13] - The parent company can impose penalties on subsidiary management for failing to fulfill their duties [13]

General Principles - The company establishes a management system for the shares held by its directors, senior management, and securities representatives to comply with relevant laws and regulations [1][2] - This system applies to the management of shares held and traded by directors, senior management, and securities representatives, as well as specified individuals and organizations [1] Share Trading Declaration - Directors, senior management, and securities representatives must declare their personal and family information to the Shanghai Stock Exchange within specified timeframes, including when new appointments are made or when personal information changes [2] - The company must ensure that the declared data is accurate, timely, and complete, and agrees to the public disclosure of share trading activities [3] Share Lock-up - Shares held by directors and senior management will be locked based on the duration of their listing and the method of acquisition, with specific percentages of newly acquired shares subject to lock-up [4][5] - The company must apply for the registration of shares as restricted when certain conditions are met, such as public or private share issuance [5] Share Trading Restrictions - Directors and senior management are prohibited from transferring shares under certain conditions, including within one year of the company's stock listing and for six months after leaving their positions [6][7] - There are specific periods during which trading is restricted, such as before the announcement of annual and quarterly reports [7] Share Transfer Limits - Directors and senior management can only transfer up to 25% of their total shareholdings in a year through various trading methods, with exceptions for certain circumstances [8][9] - A report must be submitted to the stock exchange detailing the share reduction plan, including the number of shares and the reasons for the transfer [9] Information Disclosure - The company must disclose the trading activities of directors and senior management in regular reports, and any violations of trading regulations must be reported and the profits recovered [11][12] Responsibilities - The company secretary is responsible for managing the identity and shareholding data of directors, senior management, and related parties, ensuring compliance with reporting requirements [12][13] - Directors and senior management must ensure the accuracy of their declared data and will face legal consequences for violations [12][13]

浙江比依电器股份有限公司 投资者关系管理制度 第一章 总则 第一条 为了加强浙江比依电器股份有限公司（以下简称"公司"）与投 资者和潜在投资者（以下合称"投资者"）之间的沟通，增进投资者对公司的了 解，切实保护投资者特别是社会公众投资者的合法权益，实现公司价值最大化 和股东利益最大化，根据《中华人民共和国公司法》《中华人民共和国证券法》 等有关法律、法规、规章、规范性文件和《公司章程》的规定，结合公司实际 情况，制定本制度。 第二条 投资者关系管理是指公司通过信息披露与交流，加强与投资者 及潜在投资者之间的沟通，增进投资者对公司的了解和认同，提升公司治理水 平，以实现公司整体利益最大化和保护投资者合法权益的战略管理行为。 第三条 公司开展投资者关系管理工作应体现公平、公正、公开原则， 平等 对待全体投资者，保障所有投资者享有知情权及其他合法权益。 第四条 公司开展投资者关系管理工作应当严格遵守有关法律、行政法 规、部门规章、规范性文件的相关规定，不得在投资者关系活动中以任何方式 发布或者泄漏未公开重大信息。 第五条 公司应当承担投资者投诉处理的首要责任，完善投诉处理机制 并公开处理流程和办理情况。 第二章 投 ...

第二条 本制度所称信息披露是指根据法律、法规、规范性文件的规定，将 公司已发生的或将要发生的、可能对公司经营、公司股票及其衍生品种价格产生 较大影响的信息或事项（以下简称"重大信息"）及时报送证券交易所登记，并在 中国证券监督委员会（以下简称"中国证监会"）指定的媒体发布。 第三条 本制度所称重大信息是指对公司股票及其衍生品种交易价格可能或 者已经产生较大影响的信息，包括下列信息： （一）与公司业绩、利润分配等事项有关的信息，如财务业绩、盈利预测、 利润分配和资本公积金转增股本等； （二）与公司收购兼并、资产重组等事项有关的信息； （三）与公司股票发行、回购、股权激励计划等事项有关的信息； 浙江比依电器股份有限公司 信息披露管理制度 第一章 总则 第一条 为保障浙江比依电器股份有限公司（以下简称"公司"）信息披露合 法、真实、准确、完整、及时，保护投资者合法权益，根据《中华人民共和国公 司法》《中华人民共和国证券法》《上市公司信息披露管理办法》以及《公司章 程》相关规定，特制定本制度。 （四）与公司经营事项有关的重大信息，如订立未来重大经营计划，获得重 要专利、政府部门批准，签署重大合同； （五）与公司重大诉 ...

General Provisions - The purpose of the regulations is to standardize the behavior of the management personnel of Zhejiang Biyi Electric Appliance Co., Ltd. and improve management efficiency and standards [1] - The management personnel include the general manager, five deputy general managers, and other senior management as defined in the company's articles of association [1] - The general manager is responsible to the board of directors, while other management personnel are responsible to the general manager [1] Management Personnel Composition - The company has one general manager and five deputy general managers [2] - The qualifications, appointment methods, terms, and compensation of management personnel are governed by the company's articles of association and other management systems [2] Responsibilities and Authority of Management Personnel - Deputy general managers perform their duties based on the authorization of the general manager [2] - The financial director is responsible for the company's financial management [2] - Senior management must report significant operational or financial events to the board of directors in a timely manner [2] General Manager's Office Meetings - The daily work of the general manager is conducted through office meetings, which are chaired by the general manager [3] - The meetings handle daily operational and management tasks, ensuring the smooth completion of production and operational goals [3] - Meeting notifications must be sent at least one day in advance, including details such as time, location, participants, and agenda [3] Meeting Records and Frequency - Meeting records must be kept for at least ten years and include signatures of all participants [4] - The general manager's office meetings should be held at least twice a year, with additional meetings as deemed necessary by the general manager [4] - All attendees have the right to express opinions during the meetings, and significant disagreements must be reported to the chairman [4] Final Provisions - The regulations are established by the board of directors and take effect upon approval [5] - Any amendments to the regulations must also be approved by the board of directors [5]

Core Points - The article outlines the implementation details for publicly soliciting shareholder rights by Zhejiang Biyi Electric Appliance Co., Ltd, aiming to enhance corporate governance and protect investor rights [1][2]. Group 1: General Principles - The guidelines are established to regulate the behavior of public solicitation of shareholder rights, ensuring compliance with relevant laws and regulations [1]. - Public solicitation refers to the act of eligible entities requesting shareholders to delegate their rights to attend meetings and vote [1][2]. Group 2: Eligible Solicitors - The following entities can act as solicitors: the company's board of directors, independent directors, shareholders holding more than 1% of voting shares, and investor protection institutions [1][2]. - Certain conditions disqualify independent directors and shareholders from soliciting rights, including regulatory sanctions and criminal investigations [1][2]. Group 3: Basic Principles of Solicitation - Solicitors must act in good faith, adhering to legal and regulatory requirements, and are prohibited from fraudulent activities [2][3]. - Solicitors must send solicitation documents to the company through official channels [2]. Group 4: Rights and Responsibilities - Shareholders must delegate all corresponding rights of their shares to the solicitors [2][3]. - Solicitors cannot transfer the rights obtained through solicitation to third parties, except for designated staff handling the matter [2]. Group 5: Information Disclosure - Solicitors are required to disclose necessary information accurately and comprehensively, ensuring transparency in the solicitation process [6][10]. - The solicitation announcement must include details such as the solicitor's qualifications, reasons for solicitation, and the rights being solicited [6][10]. Group 6: Proposal Rights - Solicitors must disclose the content of proposals when soliciting shareholder proposal rights, ensuring compliance with legal and regulatory standards [10][11]. - If the solicitation results meet the required shareholding ratio, the solicitor can submit proposals for consideration at the upcoming shareholder meeting [11][12]. Group 7: Record Keeping - Solicitors and the company must maintain records of the solicitation process for at least ten years, including original authorization documents and meeting records [14].

第二条 公司重大信息内部报告制度是指按照本制度规定，负有报告义务的 部门、有关人员及相关公司对可能发生或已经发生的本制度规定的重大信息，应 在第一时间将有关情况向董事长、董事会、经营管理层和董事会秘书报告的制度。 浙江比依电器股份有限公司 重大信息内部报告制度 第一章 总则 第一条 为规范浙江比依电器股份有限公司（以下简称"公司"或"本公司"） 重大信息的内部报告工作，保证公司内部重大信息依法及时归集和有效管理，确 保公司信息披露的真实、准确、完整、及时，维护投资者的合法权益，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》"）、《上海证券交易所股票上市规则》（以下简称"《上市规 则》"）等法律法规和《浙江比依电器股份有限公司章程》 （以下简称"《公司章程》"） 的相关规定，结合公司实际情况，制定本制度。 本制度所指"重大信息"是指对上市公司股票及其衍生品种交易价格可能或者 已经产生较大影响的尚未公开的信息或事项。 "尚未公开"是指尚未在证监会指定的上市公司信息披露刊物或网站上正式公 开的事项。。 第三条 本制度所称"内部信息报告义务人"包括： （一） ...