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映翰通: 关于作废部分已授予尚未归属的限制性股票的公告
Zheng Quan Zhi Xing· 2025-08-21 16:48
Core Viewpoint - The company has decided to cancel a total of 47,054 shares of unvested restricted stock due to not meeting performance conditions set in the 2021 Restricted Stock Incentive Plan [5][6][4] Summary by Sections Restricted Stock Grant Situation - The company has followed the necessary decision-making procedures and disclosed information regarding the 2021 Restricted Stock Incentive Plan [1][2] - The independent opinions from the board and the supervisory committee have been obtained for the relevant matters of the incentive plan [2][3] Specifics of the Canceled Restricted Stock - A total of 1,680 shares of restricted stock granted but not vested will be canceled due to the company's qualifications [5] - Additionally, 45,374 shares will be canceled as the company did not meet the performance assessment conditions for the third vesting period in 2024 [5] - In total, 47,054 shares will be rendered void [5][6] Impact of Canceled Restricted Stock - The cancellation of these restricted stocks will not have a substantial impact on the company's financial status or operational results [6] - The stability of the management team will also remain unaffected, and the implementation of the 2021 Restricted Stock Incentive Plan will be considered complete [6] Supervisory Committee Opinion - The supervisory committee agrees that the cancellation of the restricted stock complies with relevant laws and regulations, and does not harm the interests of shareholders [6] Legal Opinion Conclusion - The legal opinion confirms that the cancellation of the unvested restricted stock aligns with the applicable regulations and the 2021 Incentive Plan [6]
映翰通: 关于部分募投项目结项并将节余募集资金永久补充流动资金的公告
Zheng Quan Zhi Xing· 2025-08-21 16:39
Core Viewpoint - The company has approved the completion of several fundraising projects and will permanently supplement its working capital with the remaining funds from these projects [1][8]. Fundraising Overview - The company raised a total of RMB 362.15 million from its initial public offering, with a net amount of RMB 313.72 million after deducting various fees [1][2]. - The funds were verified by an accounting firm and managed in a dedicated account [2]. Fundraising Project Details - The company has completed the following projects: Smart Distribution Network Monitoring System Upgrade, Smart Vending Control System Upgrade, R&D Center Construction, Smart Low Voltage Distribution Solution R&D, and Smart Vehicle Networking System R&D [1][4]. - The total investment for these projects was RMB 281.08 million, with RMB 263.35 million allocated from the raised funds [2][4]. Surplus Fund Usage - The company plans to use the surplus funds of RMB 29.52 million (including interest income) to permanently supplement its working capital for daily operations [7][8]. - The surplus was primarily due to effective cost control and efficient project management, which reduced expenditures [7]. Approval Process - The decision to conclude the fundraising projects and reallocate the surplus funds was approved by the company's board and supervisory board [8][9]. - The supervisory board and the sponsor institution both expressed that this decision would enhance the efficiency of fund usage and would not adversely affect the company's operations [8][9].
映翰通: 信息披露暂缓与豁免事务管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:39
Core Viewpoint - The document outlines the information disclosure deferral and exemption management system for Beijing Yingtong Network Technology Co., Ltd, emphasizing compliance with relevant laws and regulations while ensuring the protection of state and commercial secrets [2][3]. Group 1: General Principles - The system is established to regulate the deferral and exemption of information disclosure by the company and related information disclosure obligors, ensuring compliance with the Company Law and the Shanghai Stock Exchange's listing rules [2]. - Information disclosure obligors can defer or exempt disclosure without applying to the Shanghai Stock Exchange if the information meets specific criteria outlined in the listing rules [2][3]. Group 2: Scope of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or could violate national confidentiality regulations [3]. - Commercial secrets can be deferred or exempted from disclosure if they are core technology information, involve the company's operational information, or could severely harm the interests of the company or others [3]. Group 3: Internal Management - Information disclosure obligors must carefully determine deferral and exemption matters and take effective measures to prevent the leakage of deferred or exempted information [4]. - A registration form for deferral and exemption must be maintained by the company secretary and confirmed by the chairman, including details about the type of information and internal review procedures [4][5]. Group 4: Reporting and Accountability - The company must submit relevant registration materials regarding deferred or exempted disclosures to the Shanghai Stock Exchange and the local securities regulatory bureau within ten days after the publication of annual, semi-annual, or quarterly reports [5]. - A responsibility accountability mechanism is established for non-compliance with the deferral and exemption provisions, allowing for disciplinary measures against responsible personnel [5]. Group 5: Supplementary Provisions - Any matters not covered by this system or conflicting with laws and regulations will be executed according to relevant legal provisions [6]. - The board of directors is responsible for the formulation, interpretation, and revision of this system, which takes effect upon approval [6].
映翰通: 会计师事务所选聘制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:39
北京映翰通网络技术股份有限公司 会计师事务所选聘制度 北京映翰通网络技术股份有限公司 会计师事务所选聘制度 第一章 总则 第一条 为了规范北京映翰通网络技术股份有限公司(以下简称"公司")选 聘(含续聘、改聘,下同)会计师事务所的行为,切实维护股东利益,提高审计 工作和财务信息的质量,保证财务信息的真实性和连续性,公司根据有关法律法 规、《国有企业、上市公司选聘会计师事务所管理办法》及《北京映翰通网络技 术股份有限公司章程》(以下简称《公司章程》)的相关规定,制定本制度。 第二条 本制度所称选聘会计师事务所,是指公司根据相关法律法规要求,聘 任会计师事务所对财务会计报告发表审计意见、出具审计报告的行为。公司聘任 会计师事务所从事除财务会计报告审计之外的其他法定审计业务的,可以参照本 制度执行。 第三条 公司选聘会计师事务所,应当由董事会审计委员会(以下简称"审计 委员会")审议同意后,提交董事会审议,并由股东会决定。公司不得在董事会、 股东会审议批准前聘请会计师事务所开展审计业务。 第四条 公司控股股东、实际控制人不得向公司指定会计师事务所,不得干预 公司审计委员会、董事会及股东会独立履行审核职责。 第二章 ...
映翰通: 内部审计制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:39
General Principles - The internal audit system aims to standardize and improve the quality of internal audit work, enhancing economic management and efficiency within the company [2] - The internal audit applies to all business processes related to financial reporting and information disclosure across the company's internal departments [2] - Internal audit is defined as an evaluation activity conducted by the internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [2] Internal Control Objectives - Internal control aims to ensure compliance with laws and regulations, adherence to corporate strategy, efficiency in operations, reliability of financial reporting, and safeguarding of assets [2] Audit Committee and Internal Audit Department - The company establishes an audit committee that oversees the internal audit department, which reports directly to the audit committee [3] - The internal audit department must maintain independence and is not subject to the influence of other departments [3][4] - The head of the internal audit department is appointed by the board of directors based on the nomination from the audit committee [3] Responsibilities and Authority of Internal Audit - The internal audit department is responsible for evaluating the completeness and effectiveness of internal controls, auditing financial and economic data, and assisting in establishing anti-fraud mechanisms [6][8] - The internal audit department must report its findings to the audit committee at least quarterly and submit annual and semi-annual reports [6][19] Audit Procedures - The internal audit department must develop an annual audit plan based on the company's needs and submit it for approval by the board of directors [34] - Audit projects are initiated by the internal audit department, which must notify the audited units in advance [36] - After completing an audit, a report must be issued within fifteen days, and the audited unit has ten days to respond [38] Information Disclosure - The internal audit department is responsible for the organization and implementation of internal control evaluations, which must be disclosed alongside the annual report [42] Management of Audit Files - Audit evidence must be adequately documented and retained for at least ten years [46][47] - Internal audit files are confidential and cannot be disclosed without approval from the board of directors [49] Violations and Penalties - The company will impose penalties on departments or individuals that obstruct the internal audit process or violate the established procedures [20][21] - Serious violations may lead to criminal prosecution [21]
映翰通: 董事会审计委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:39
Core Points - The article outlines the working rules of the Audit Committee of Beijing YH Tech Co., Ltd, emphasizing the importance of enhancing the board's decision-making function and ensuring effective supervision of the management team [1][2]. Group 1: General Provisions - The Audit Committee is established under the board of directors to communicate, supervise, and verify internal and external audits, reporting its work to the board [1]. - The committee is responsible for ensuring compliance with laws, regulations, and the company's articles of association [1]. Group 2: Composition of the Committee - The Audit Committee consists of three directors, including at least two independent directors, with one being a professional in accounting [2]. - The committee members must possess the necessary professional knowledge and experience to effectively supervise and evaluate audit work [2][3]. Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial reports, supervising external and internal audits, and ensuring the accuracy and completeness of financial disclosures [4][5]. - The committee has the authority to propose the hiring or dismissal of external auditors and to oversee the internal audit department [6][7]. Group 4: Decision-Making Procedures - The Audit Committee meetings must have a quorum of at least two-thirds of its members present to make decisions [12]. - Decisions made by the committee require a majority vote and must be documented in writing [13][14]. Group 5: Reporting and Accountability - The Audit Committee is responsible for reporting any violations of laws or regulations by directors or senior management to the board or shareholders [10][11]. - The committee must ensure that any significant issues identified during audits are addressed and rectified in a timely manner [18].
映翰通: 独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:39
General Principles - The independent director system is established to promote the standardized operation of Beijing YH Network Technology Co., Ltd. and protect the legitimate rights and interests of all shareholders, especially minority shareholders [1] - Independent directors must not hold any other positions in the company and should have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities and Obligations - Independent directors have a duty of integrity and diligence towards the company and all shareholders, and they must perform their duties in accordance with relevant laws and the company's articles of association [2] - They are required to maintain confidentiality regarding the company's trade secrets even after their term ends [2] Composition and Qualifications - The company must have three independent directors, accounting for no less than one-third of the board, including at least one accounting professional [2][3] - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and good personal character [4][8] Nomination and Election - Independent director candidates can be proposed by the board of directors or shareholders holding more than 1% of the company's issued shares, and must be elected by the shareholders' meeting [6][12] - The nomination process requires the consent of the candidate and a thorough review of their qualifications [7][12] Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][22] - They have the authority to independently hire intermediaries for auditing or consulting on specific matters [22] Meeting and Reporting - Independent directors must attend board meetings and can communicate with the board secretary regarding agenda items prior to meetings [25][39] - They are required to submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [35][37] Work Conditions and Support - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities [38][39] - Independent directors are entitled to reasonable expenses incurred while performing their duties, which the company will cover [42] Insurance and Liability - The company may establish a liability insurance system for independent directors to mitigate risks associated with their duties [44]
映翰通: 信息披露管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:39
General Principles - The company aims to enhance the quality and management of information disclosure to protect the rights of stakeholders and ensure timely, accurate, and complete information dissemination [1][2] - Information disclosure is defined as the public announcement of significant information that may impact stock prices or investment decisions, following legal and regulatory requirements [1][2] Disclosure Obligations - The company and its disclosure obligors must disclose all significant events that could affect stock trading prices or investment decisions [2][3] - Disclosure must be timely, fair, and ensure the information is true, accurate, and complete, with no misleading statements or omissions [2][3] Disclosure Procedures - The company must disclose significant matters immediately upon certain conditions, such as board resolutions or signed agreements [4][5] - If significant matters are confidential and could harm the company if disclosed prematurely, the company may delay disclosure but must do so at the latest when a final decision is made [4][5] Regular Reporting - The company is required to prepare and disclose periodic reports, including annual and semi-annual reports, within specified timeframes [7][8] - Annual reports must include essential company information, financial data, and significant shareholder details [8][9] Risk Disclosure - The company must disclose risks that could significantly impact its core competitiveness, operations, and future development [19][20] - If the company experiences a significant decline in net profit or revenue, it must provide detailed explanations in its annual report [20][21] Management of Disclosure - The board of directors oversees the company's information disclosure, with the board secretary responsible for coordinating and organizing disclosure activities [29][30] - The company must ensure that all relevant departments consult the board secretary before making significant decisions to maintain accurate and timely disclosures [30][31]
映翰通: 上海荣正企业咨询服务(集团)股份有限公司关于北京映翰通网络技术股份有限公司2023年限制性股票激励计划第二个归属期归属条件成就之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-08-21 16:39
| 公司简称:映翰通 | | 证券代码:688080 | | --- | --- | --- | | 上海荣正企业咨询服务(集团)股份有限公司 | | | | 关于 | | | | 北京映翰通网络技术股份有限公司 | | | | 第二个归属期归属条件成就 | | | | 之 | | | | 独立财务顾问报告 | | | | 一、释义 | | | | 映翰通、本公司、公司、 | | | | 指 | | 北京映翰通网络技术股份有限公司 | | 上市公司 | | | | 财务顾问、独立财务顾问 指 | | 上海荣正企业咨询服务(集团)股份有限公司 | | 北京映翰通网络技术股份有限公司 | | 2023 年限制性股票 | | 本激励计划、本计划 指 | | | | 激励计划 | | | | 限制性股票、第二类限制 | | 符合本激励计划授予条件的激励对象,在满足相应归属 | | 指 | | | | 性股票 | | 条件后分次获得并登记的本公司股票 | | 按照本激励计划规定,获得限制性股票的公司(含子公 | | | | 激励对象 指 | | 司)任职的董事、高级管理人员、核心技术人员及董事 | | 会认为需要激励的 ...
映翰通: 董事和高级管理人员所持本公司股份及其变动管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:39
Core Points - The document outlines the management system for the shares held by the directors and senior management of Beijing YH Tech Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][11] - It specifies the procedures for share trading by directors and senior management, including notification requirements and trading restrictions during certain periods [2][5][8] - The document includes provisions for the recovery of profits from prohibited trading activities and outlines penalties for violations of the established rules [4][10][21] Summary by Sections General Principles - The system aims to strengthen the management of shares held by directors and senior management, clarifying procedures based on various laws and regulations [1] - It applies to all shares held by directors and senior management, including those held in others' accounts and through margin trading [1][2] Shareholding Change Management - Directors and senior management must notify the board secretary in writing before trading shares, who will verify compliance with disclosure and legal requirements [2][5] - Trading is prohibited during specific periods, such as 15 days before the annual and semi-annual report announcements and 5 days before quarterly reports [2][6] Trading Restrictions - Directors and senior management cannot sell shares within six months of purchase or buy shares within six months of sale, with profits from such transactions being recoverable by the company [4][10] - Shares cannot be transferred under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [4][8] Information Disclosure - The board secretary is responsible for managing and disclosing the shareholding information of directors and senior management [7][15] - Changes in shareholding must be disclosed within two trading days, including details of the transaction [7][17] Accountability - Violations of the management system can lead to disciplinary actions, including warnings, demotions, or legal consequences [9][21] - The company is required to document all violations and report them to regulatory authorities as necessary [10][22]