General Principles - The rules aim to improve the corporate governance structure, enhance the efficiency of the board, and ensure legal compliance in decision-making [2][3] - Directors are required to adhere to laws and the company's articles of association, fulfilling their duties with loyalty and diligence [2] Composition and Powers of the Board - The board consists of 9 directors: 5 shareholder representatives, 3 independent directors, and 1 employee representative [4] - The board has the authority to make significant decisions regarding acquisitions, investments, and management appointments [3][4] Decision-Making Procedures - The board must approve transactions involving assets that exceed 10% of the company's total audited assets or market value [6] - Transactions exceeding 50% of the company's total audited assets or market value require shareholder approval after board approval [6] Committees - The board has established several committees, including the Strategy and ESG Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee, each with specific responsibilities [10] Meeting Procedures - The board must hold at least two regular meetings annually, with proper notice given to all directors [11] - Decisions require a majority vote from the attending directors, and specific procedures are in place for temporary meetings [16][19] Documentation and Record-Keeping - Meeting records must be accurate and signed by attendees, with provisions for dissenting opinions [23] - The board's resolutions must be documented in writing and signed by attending directors [34] Implementation and Oversight - The chairman is responsible for ensuring the implementation of board decisions and reporting on their status in subsequent meetings [25]

General Principles - The rules aim to improve the corporate governance structure, regulate the board's operations, enhance decision-making efficiency, and ensure the board exercises its powers legally [1][2] - Directors must comply with laws, regulations, and the company's articles of association, fulfilling their duties with loyalty and diligence [1][2] Board Composition and Powers - The board consists of 10 directors: 5 shareholder representatives, 4 independent directors, and 1 employee representative [1][2] - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans and investment proposals, and manage profit distribution [2][3] Decision-Making Procedures - Transactions exceeding the board's authorized scope must be submitted for shareholder approval [3][4] - The board must establish strict review and decision-making procedures for external investments and significant transactions [4][5] Financial Transactions - Specific thresholds for transactions requiring board approval include asset totals exceeding 10% of the company's audited total assets or transaction amounts exceeding 10% of market value [4][5] - Financial assistance transactions exceeding 10% of the company's audited net assets must also be submitted for shareholder approval [6] Committees and Responsibilities - The board has established several committees, including the Strategy and ESG Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee, each with specific responsibilities [9][10] Meeting Procedures - The board must hold at least four regular meetings annually, with proper notice given to all directors [12][13] - A quorum requires the presence of more than half of the directors, and decisions must be made by a majority vote [19][20] Documentation and Record-Keeping - Meeting records must be accurate and complete, signed by attending directors, and maintained for at least 10 years [21][25] - Resolutions must be documented in writing, with signatures from attending directors [22][36] Compliance and Amendments - The rules are subject to national laws and regulations, and any conflicts will defer to those higher regulations [38][42] - The rules will take effect upon the company's first public offering of H shares and listing on the Hong Kong Stock Exchange, superseding previous rules [41][42]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock limited company and registered in Baoji City, Shaanxi Province [1][2] - The registered capital of the company is RMB 1.603788916 billion [2] Business Objectives and Scope - The company's business objective is to leverage management advantages, invest selectively in multiple industries, and expand the market comprehensively [4] - The business scope includes tourism services, project planning, cultural venue management, and investment activities among others [4] Shares - The total share capital of the company is 1,603,788,916 shares, all of which are RMB ordinary shares [5] - The company adheres to principles of openness, fairness, and justice in share issuance, ensuring equal rights for all shareholders of the same class [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [11][12] - Shareholders must comply with laws and the company’s articles of association, and they cannot withdraw their capital except as legally permitted [15] Corporate Governance - The company has established a Communist Party committee to ensure the integration of party leadership and corporate governance [9][10] - Major decisions, personnel appointments, and significant financial operations must be discussed by the party committee before execution [10] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for notification and voting [19][20] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [21][22] Financial Assistance and Guarantees - The company can provide financial assistance for acquiring its shares under certain conditions, with a limit of 10% of the total issued share capital [5][6] - Guarantees provided by the company must be approved by the shareholder meeting if they exceed specified thresholds [18]

General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws [1] - Hangzhou Everfine Photo-E-Info Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [1] - The company was approved by the China Securities Regulatory Commission to issue 15 million shares of common stock to the public on February 24, 2012, and was listed on the Shenzhen Stock Exchange on March 29, 2012 [1] Company Information - The registered name of the company is Hangzhou Everfine Photo-E-Info Co., Ltd. in both Chinese and English [2] - The company's registered capital is RMB 268,958,778, with a total of 268,958,778 shares, each with a par value of RMB 1 [2] - The company is a perpetual joint-stock company [2] Legal Representation - The director representing the company in executing company affairs is the legal representative, who is appointed or replaced by a majority vote of the board of directors [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences borne by the company [3] Shareholder Responsibilities - 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 [3] - The articles of association are legally binding documents that govern the relationships and rights among the company, shareholders, directors, and senior management [3] Business Objectives and Scope - The company's business objective is to create greater value for customers and enable greater success for those who strive [3] - The business scope includes manufacturing and sales of computer hardware and software, electronic measuring instruments, industrial automation control systems, and various technical services [3][4] Share Issuance and Capital Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The total number of shares issued at the time of establishment was 45 million, with a par value of RMB 1 per share [5] - The company has issued a total of 268,958,778 shares, all of which are common shares [5] Shareholder Rights and Meetings - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares [12] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [49] - Shareholders holding more than 10% of the shares can request the board to convene a temporary shareholders' meeting [54] Decision-Making and Voting - Ordinary resolutions require approval from more than half of the voting rights present, while special resolutions require two-thirds approval [80] - Certain significant matters, such as amendments to the articles of association and capital increases or decreases, require special resolutions [82]

Core Points - The article outlines the rules governing the board of directors of Hangzhou Yuanfang Optoelectronic Information Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][4][6] Group 1: General Provisions - The board of directors is responsible to the shareholders' meeting and is composed of seven members, including three independent directors and one employee representative [4][5] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][4] Group 2: Responsibilities and Obligations of Directors - Directors must fulfill their duties with loyalty and diligence, including attending meetings, understanding company operations, and reporting significant issues [6][9] - Directors are required to avoid conflicts of interest and must disclose any circumstances that may affect their ability to serve [5][6] Group 3: Board Meetings - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [23][24] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [31][39] Group 4: Decision-Making and Voting - Directors must provide clear opinions on proposals, and voting must be conducted transparently, with provisions for abstentions and conflicts of interest [36][40] - The board is empowered to make significant decisions regarding company operations, including mergers, acquisitions, and financial strategies [22][12] Group 5: Documentation and Record-Keeping - Meeting records must be accurate and include details such as attendance, proposals discussed, and voting results, which are to be preserved for ten years [43][46] - The board secretary is responsible for maintaining these records and ensuring compliance with disclosure requirements [45][46]

General Provisions - The establishment of the Audit Committee aims to enhance corporate governance, strengthen the decision-making function of the board, and ensure effective supervision of the management by the board [2] - The Audit Committee is a specialized committee under the board, responsible to the board and reporting its work [2] - Members of the Audit Committee must dedicate sufficient time and effort to fulfill their responsibilities, ensuring effective supervision and evaluation of internal and external audit work [2][4] Composition of the Committee - The Audit Committee consists of three directors, who must not hold senior management positions within the company [4] - Independent directors must account for more than half of the committee's total members [4] - The committee's members and the convener are elected by the board and must possess the necessary professional knowledge and experience [4][5] Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and evaluating internal controls [6][11] - The committee is authorized to hire or dismiss external auditors and must approve financial reports before submission to the board [6][7] - The committee has the right to request special audits and access necessary documents for decision-making [8][9] Decision-Making Procedures - The Audit Committee meetings can be regular or temporary, with a minimum attendance requirement of two-thirds of the members [10][13] - Meetings must be convened by the convener, and members can delegate their voting rights to others if unable to attend [10][13] - The committee's decisions require a majority vote from the members present [13][14] Record Keeping and Confidentiality - Meeting records must be maintained, and all documents related to the committee's activities are to be archived for ten years [14][15] - Members are obligated to maintain confidentiality regarding the matters discussed in meetings [14][15] Amendments and Effectiveness - The Audit Committee's working rules are subject to amendments based on national laws and regulations, and the board has the authority to interpret these rules [16] - These rules take effect upon approval by the board [16]

Core Points - The document outlines the management system for the resignation of directors and senior management personnel at Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, aiming to ensure stable governance and protect the rights of the company and its shareholders [1][2]. Group 1: General Provisions - The system applies to all directors and senior management personnel, including independent directors and employee representatives, regarding their resignation, term expiration, or dismissal [1]. - The resignation procedures are established in accordance with relevant laws, regulations, and the company's articles of association [1]. Group 2: Resignation Circumstances and Procedures - Directors may resign due to term expiration, voluntary resignation, dismissal by the shareholders' meeting, or other legal circumstances [5]. - Senior management can resign voluntarily or be dismissed by the board of directors [6]. - A written resignation report must be submitted by directors, detailing the resignation time, reasons, and any continued roles within the company [7]. Group 3: Responsibilities and Obligations After Resignation - Directors and senior management must not use their former positions to interfere with the company's operations or harm the interests of the company and its shareholders after leaving [8]. - They are required to continue fulfilling any public commitments made during their tenure and cooperate with the company regarding any significant matters that occurred during their service [9]. Group 4: Audit and Accountability - The audit committee may initiate a departure audit for directors or senior management involved in significant investments or financial decisions [10]. - The results of the audit can serve as a basis for accountability and recovery of losses incurred by the company [10][11].

Core Points - The document outlines the operational guidelines for the General Manager of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, emphasizing the importance of legal compliance and the responsibilities of senior management [1][2][3] General Principles - The guidelines aim to enhance the corporate governance structure and ensure that the management team fulfills their duties diligently and in good faith [1] - Senior management includes the General Manager, Deputy General Managers, Financial Director, and Board Secretary [1] Appointment and Qualifications - The General Manager is appointed or dismissed by the Board of Directors and is responsible for daily operations and management [1][2] - Specific qualifications are required for the General Manager and senior management, including economic and management knowledge, integrity, and relevant experience [3][4] Powers and Responsibilities - The General Manager has the authority to manage daily operations, implement board resolutions, and propose appointments or dismissals of other senior management [12][13] - The General Manager must report to the Board of Directors and is responsible for significant operational decisions [12][16] Meeting Procedures - The company implements a General Manager's office meeting system to facilitate decision-making and management [21][22] - Meetings must adhere to principles of accountability to the Board, legal compliance, and efficiency [22][23] Reporting and Evaluation - The General Manager is required to report to the Board at least annually and must inform the Board of significant operational issues promptly [56][57] - Performance evaluations for the General Manager and senior management are conducted by the Board's Compensation and Assessment Committee [60][61]

Core Viewpoint - The board of directors of Shenzhen Biyimi Electronics Co., Ltd. held its 17th meeting of the second session, approving several key proposals including the 2025 semi-annual report, the cancellation of the supervisory board, and the implementation of a stock incentive plan [1][2][3][4][5][6][7][8][9][10][11][12]. Group 1: Board Meeting Details - The meeting was held on August 15, 2025, with all 7 directors present, complying with relevant laws and regulations [1]. - The board approved the 2025 semi-annual report, confirming its compliance with legal requirements and accurately reflecting the company's financial status [2]. Group 2: Financial Reports and Fund Usage - The board approved the special report on the storage and actual use of raised funds for the first half of 2025, confirming no violations in fund usage [2][3]. - The board agreed on the necessity of using raised funds for capital contributions and loans to wholly-owned subsidiaries to enhance project implementation and efficiency [6][7]. Group 3: Structural Changes - The board approved the cancellation of the supervisory board, transferring its responsibilities to the audit committee, and proposed amendments to the company’s articles of association [3][4]. - The board also agreed to revise and add certain management systems in accordance with updated regulations [4][5]. Group 4: Incentive Plans - The board reviewed and approved the draft of the 2025 restricted stock incentive plan, aimed at attracting and retaining talent while aligning interests among shareholders, the company, and employees [7][8]. - The board proposed to authorize the board to manage the implementation of the incentive plan, including determining eligibility and conditions for participants [9][10]. Group 5: Upcoming Shareholder Meeting - The board agreed to convene the first extraordinary general meeting of shareholders in 2025 on September 5, 2025, to discuss the approved proposals [11][12].

证券代码：688045 证券简称：必易微 公告编号：2025-031 深圳市必易微电子股份有限公司 关于取消监事会、修订《公司章程》并办理 工商变更登记及修订、新增部分管理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 深圳市必易微电子股份有限公司（以下简称"公司"）于 2025 年 8 月 15 日召开了第二届董事会第十七次会议，审议通过了《关于取消监事会并修订 <公> 司章程>及办理工商变更登记的议案》《关于修订、新增公司部分管理制度的议 案》，现将相关情况公告如下： 一、取消监事会的情况 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上市公司 章程指引》的有关规定，上市公司将不再设置监事会及监事，由董事会审计委员 会行使《公司法》规定的监事会的职权。因此，公司拟取消监事会，由公司董事 会审计委员会行使《公司法》规定的监事会的职权，公司《监事会议事规则》相 应废止，公司各项规章制度中与公司监事、监事会相关的规定不再适用。 在公司股东大会审议通过取消监事会的事项前，公司第二届监事会及监事仍 将继续 ...