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映翰通: 2025年半年度募集资金存放、管理与实际使用情况专项报告
Zheng Quan Zhi Xing· 2025-08-21 16:48
Core Viewpoint - Beijing Yingtan Network Technology Co., Ltd. has provided a detailed report on the management and usage of raised funds, highlighting the total amount raised, its allocation, and the current balance as of June 30, 2025 [1][2][12]. Fundraising Overview - The company raised a total of RMB 362.15 million through its initial public offering, with a net amount of RMB 313.72 million after deducting various fees [1]. - As of December 31, 2024, the cumulative amount used from the raised funds was RMB 269.07 million, with a remaining balance of RMB 53.37 million [2]. Fund Usage and Balance - The company has allocated funds to various projects, including RMB 4.86 million for the smart distribution network monitoring system upgrade, RMB 4.30 million for the intelligent vehicle networking system development, and RMB 5.95 million for the smart low-voltage distribution solution development [2]. - The total interest income and cash management returns, after deducting bank fees, amounted to RMB 17.78 million as of June 30, 2025 [2][12]. Fund Management Practices - The company has established a dedicated account for managing the raised funds, ensuring strict compliance with regulatory requirements and protecting investor interests [3][9]. - A three-party supervision agreement has been signed with the bank and the sponsor to ensure the funds are used appropriately [3]. Fund Allocation and Adjustments - The company has used part of the raised funds to replace self-raised funds for projects, totaling RMB 27.53 million [8]. - The company has also decided to permanently supplement working capital with surplus funds, amounting to RMB 54.82 million as of June 30, 2025 [12]. Project Changes and Delays - The company has changed the project focus from the "Intelligent Tank Remote Monitoring (RTM) System Development" to the "Smart Low-Voltage Distribution Solution Development" due to market challenges [14]. - The completion date for the smart low-voltage distribution solution project has been extended to August 2025 due to delays in progress [15].
映翰通: 关于调整2023年限制性股票激励计划及2025年限制性股票激励计划授予价格的公告
Zheng Quan Zhi Xing· 2025-08-21 16:48
证券代码:688080 证券简称:映翰通 公告编号:2025-047 北京映翰通网络技术股份有限公司 关于调整 2023 年限制性股票激励计划及 2025 年限制性股票 激励计划授予价格的公告 本公司董事会及全体董事保证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。 北京映翰通网络技术股份有限公司(以下简称"公司")于 2025 年 8 月 21 日召开第四届董事会第十七次会议、第四届监事会第十六次会议,审议通过了《关 于调整 2023 年限制性股票激励计划及 2025 年限制性股票激励计划授予价格的议 案》,同意根据公司《2023 年限制性股票激励计划(草案)》和《2025 年限制 性股票激励计划(草案)》的有关规定,将 2023 年限制性股票激励计划授予价 格由 18.05 元/股调整至 17.85 元/股,将 2025 年限制性股票激励计划授予价格 由 24.00 元/股调整为 23.80 元/股。具体情况如下: 一、本次限制性股票授予已履行的决策程序和信息披露情况 (一)2023 年限制性股票激励计划 京映翰通网络技术股份有限公司 2023 ...
映翰通: 关于2023年限制性股票激励计划第二个归属期归属条件成就的公告
Zheng Quan Zhi Xing· 2025-08-21 16:48
Core Viewpoint - The company has announced the achievement of the vesting conditions for the second vesting period of its 2023 restricted stock incentive plan, allowing for the vesting of 250,320 shares to 23 eligible participants [1][14][16] Group 1: Stock Incentive Plan Overview - The total number of shares to be vested in this period is 250,320 shares, which represents 1.13% of the company's total share capital of 52,572,516 shares [1] - The vesting schedule includes three periods: 30% after 12 months, 30% after 24 months, and 40% after 36 months from the grant date [1][2] - The performance assessment for the incentive plan is based on the company's revenue growth compared to the 2022 revenue baseline, covering the years 2023 to 2025 [2][13] Group 2: Performance Assessment Criteria - The performance targets for the first, second, and third vesting periods are linked to the company's revenue growth rates, with the second period requiring a growth rate of at least 44% compared to 2022 [2][13] - The individual performance assessment will categorize participants into four tiers (A, B, C, D) based on their performance results, affecting the actual number of shares vested [3][13] Group 3: Decision-Making and Compliance - The board of directors and the compensation and assessment committee have confirmed that the vesting conditions for the second period have been met, allowing for the vesting of the shares [7][14] - The supervisory board has verified the eligibility of the 23 participants and confirmed compliance with relevant laws and regulations [16][18] Group 4: Adjustments and Financial Implications - The grant price for the restricted stock has been adjusted from 25.65 CNY to 18.05 CNY per share due to the completion of the 2022 profit distribution and capital reserve conversion [5][6] - The company will handle the registration of the vested shares and ensure compliance with accounting standards regarding the recognition of stock-based compensation [16][17]
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
证券代码:688080 证券简称:映翰通 公告编号:2025-044 北京映翰通网络技术股份有限公司 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 本公司董事会及全体董事保证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。 北京映翰通网络技术股份有限公司(以下简称"公司")于 2025 年 8 月 21 日召开第四届董事会第十七次会议、第四届监事会第十六次会议,审议通过了《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议案》,同意公司将 募集资金投资项目"智能配电网状态监测系统升级项目"、 "智能售货控制系统升 级项目"、 "研发中心建设项目"、 "智能低压配电解决方案研发项目"、 "智能车联 网系统研发项目"、 "补充流动资金"项目结项,并将节余募集资金用于永久性补 充公司流动资金。保荐机构光大证券股份有限公司对本事项出具了明确的核查意 见。该事项无需提交公司股东会审议。现将相关情况公告如下: 一、募集资金基本情况 经中国证券监督管理委员会《关于同意北京映翰通网络技术股份有限公司首 次公开发行股票注册的批复》 (证监许可[2 ...
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: 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]