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倍轻松: 深圳市倍轻松科技股份有限公司董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The document outlines the rules governing the board of directors of Shenzhen Beiqing Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [2][3][4] Group 1: General Provisions - The board of directors is established in accordance with relevant laws and regulations, and is responsible to the shareholders' meeting [2] - The board must ensure compliance with laws and treat all shareholders fairly while protecting the rights of other stakeholders [2][3] - Board meetings are categorized into regular and temporary meetings, with a minimum of two meetings held annually [4][5] Group 2: Composition and Powers of the Board - The board consists of seven directors, including three independent directors, and is led by a chairman elected by a majority of the board [6][7] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major business plans and investments [8][9] Group 3: Decision-Making Procedures - Major business decisions must be collectively made by the board, and individual directors cannot make decisions alone [3][5] - Specific thresholds for board approval are established for transactions involving significant assets or revenues, requiring board or shareholder approval based on the size of the transaction [5][6] Group 4: Meeting Procedures - Board meetings require a quorum of more than half of the directors to be valid, and decisions are made based on majority votes [15][18] - Detailed records of meetings must be kept, including attendance, proposals discussed, and voting results [22][23] Group 5: Responsibilities and Accountability - Directors are accountable for their decisions, and those who do not attend meetings without proper delegation may still be held responsible for board resolutions [23][24] - The chairman is responsible for ensuring the implementation of board decisions and reporting on their execution in subsequent meetings [46][47]
倍轻松: 深圳市倍轻松科技股份有限公司薪酬与考核委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
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].
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].
25年专注“健康科技” 马学军:让倍轻松成为你的健康伙伴
Zheng Quan Shi Bao Wang· 2025-07-09 09:24
Core Insights - The article highlights the 25-year journey of the company, Beiliqingsong, which has evolved from creating the first eye massager to becoming a leader in the smart portable massager industry, emphasizing the integration of traditional Chinese medicine and modern technology [2][3] Business Focus - The company has maintained a strong focus on the smart portable massager sector, continuously innovating in core technologies such as drive control, sensor interaction, and the Internet of Things, with over 1,000 patents, including nearly 200 invention patents [3] - The company underwent a pivotal transformation by narrowing its product line to portable massagers, which led to increased sales [3] - Beiliqingsong adopts a differentiation strategy rather than a cost-leadership approach, which has helped it avoid homogenization in a competitive market [3] Channel Strategy - The company has developed a comprehensive service system that includes 33 million global users, 6.6 million platform members, and 2.8 million private domain members, expanding from traditional retail to high-end venues and global networks [4] Iterative Innovation - Product iteration and innovation are central to the company's growth, having pioneered an online and offline dual-channel model as early as 2008 and launched the first smart eye massager in collaboration with Alibaba in 2019 [5][6] - The introduction of the "Relax Moment" model combines sales of technology products with immediate massage services, addressing the evolving needs of consumers [6] Collaborative Growth - The company emphasizes continuous product evolution every one to two years, integrating customer feedback to enhance product performance [7] - The company collaborates with medical experts and institutions to ensure that its products are designed based on traditional Chinese medicine principles, validated through extensive clinical trials [7] - The company aims to influence public health positively and maintain a commitment to health and wellness through its products and services [7]
倍轻松: 湖南启元律师事务所关于深圳市倍轻松科技股份有限公司2024年年度股东会的法律意见书
Zheng Quan Zhi Xing· 2025-05-20 13:22
Core Viewpoint - The legal opinion issued by Hunan Qiyuan Law Firm confirms that the 2024 annual shareholders' meeting of Shenzhen Beiqing Technology Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legality and validity of the meeting and its resolutions [1][11]. Group 1: Meeting Procedures - The notice for the shareholders' meeting was announced 20 days prior to the meeting, detailing the time, location, method, agenda, and registration process [2]. - The meeting took place on May 20, 2025, at the company's conference room in Shenzhen, with both on-site and online voting options available [3]. Group 2: Attendance and Qualifications - The meeting was convened by the company's board of directors, and the qualifications of the convener were found to be valid under the Company Law and the company's articles of association [4]. - A total of 23 shareholders and their proxies attended the meeting, representing 52,059,135 shares, which accounted for 99.9990% of the total voting shares [4][5]. Group 3: Voting Process and Results - The meeting utilized a combination of on-site and online voting, with results verified by Shanghai Stock Exchange's information network [5]. - The voting results showed overwhelming support for the resolutions, with the majority of votes in favor exceeding 99.9% for most proposals, including the approval of restricted stock plans [9][10].
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2024年度持续督导跟踪报告
Zheng Quan Zhi Xing· 2025-05-19 09:38
Core Viewpoint - The report outlines the ongoing supervision and compliance issues faced by Shenzhen Beiqing Technology Co., Ltd. (倍轻松) under the guidance of Guotou Securities, highlighting significant financial irregularities and the company's efforts to rectify them. Group 1: Continuous Supervision - Guotou Securities has established a continuous supervision plan for Beiqing Technology, ensuring compliance with relevant regulations and agreements [1][2][3] - The company has been reported for providing guarantees for personal loans of its actual controller, Ma Xuejun, and for occupying 54 million yuan of company funds [2][10] - Guotou Securities conducted a special on-site inspection and urged the company to implement effective corrective measures [2][10] Group 2: Financial Performance - In 2024, the company reported a revenue of 1,085.12 million yuan, a decrease of 14.88% compared to 2023 [15] - The net profit attributable to shareholders was 1,025.32 million yuan, indicating a turnaround from previous losses [15][16] - The basic earnings per share increased to 0.12 yuan, a 120% rise year-on-year [16] Group 3: Core Competitiveness - The company has established a strong core competitiveness through technological innovation and a differentiated strategy combining traditional Chinese medicine with modern technology [17][19] - It has developed a comprehensive product line covering various body parts and has launched multiple innovative products in 2024 [18][22] - The company emphasizes a robust research and development framework, with a focus on user experience and safety [28][30] Group 4: Market Position and Global Strategy - Beiqing Technology has positioned itself as a leading player in the smart portable massager industry, with a strong brand presence both domestically and internationally [19][20] - The company has implemented a dual-driven overseas expansion strategy, resulting in significant growth in international revenue [21][22] - It has established a multi-channel sales network, integrating online and offline strategies to enhance customer engagement [21][22] Group 5: Compliance and Regulatory Issues - The company has faced scrutiny from regulatory bodies due to its financial practices, particularly concerning the personal loan guarantees and fund occupation [10][11] - Guotou Securities has reported that the company has rectified the identified issues, with the guarantees lifted and funds returned as of April 2025 [11][12] - The company has complied with fundraising regulations, ensuring proper use and disclosure of raised funds [32]