Beijing Sys Science & Technology (301372)
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科净源: 重大信息内部报告制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Viewpoint - The document outlines the internal reporting system for significant information at Beijing KJY Technology Co., Ltd, aiming to ensure timely, accurate, and comprehensive disclosure of information to protect investors' rights [1][2]. Group 1: Internal Reporting System - The internal reporting system is designed for reporting significant events that may impact the company's securities or investment decisions when investors are not yet informed [2][4]. - The system applies to the company, its departments, subsidiaries, and affiliated companies that may significantly influence the company [1][2]. Group 2: Responsibilities and Scope - Key personnel responsible for reporting include company directors, senior management, department heads, and major shareholders [2][4]. - Significant information includes major changes in business strategy, substantial asset transactions, important contracts, major debts, and significant losses [5][6]. Group 3: Management and Confidentiality - The board of directors leads the information disclosure work, with the chairman and general manager as primary responsible persons [3][5]. - Internal reporting personnel must ensure confidentiality and limit the number of individuals aware of undisclosed information [6][7]. Group 4: Legal Obligations and Consequences - Failure to report significant information in a timely manner can lead to disciplinary actions and potential liability for damages [6][7]. - The document specifies that "first time" refers to within 24 hours of becoming aware of the information [7].
科净源: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Viewpoint - The document outlines the management system for subsidiaries of Beijing KJY Technology Co., Ltd, emphasizing the importance of governance, operational independence, and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to strengthen management over its subsidiaries to protect the rights of the company and its investors, following various legal frameworks [1]. - Subsidiaries are required to establish a sound governance structure and operate independently while adhering to the company's internal control systems [1]. Group 2: Establishment and Deregistration of Subsidiaries - The establishment of subsidiaries must align with national industrial policies and the company's strategic goals, preventing unregulated investments [2]. - Investment justification is required before establishing a subsidiary, which must be approved by the general manager's office or the board of directors [2][3]. - Subsidiaries must report establishment or deregistration documents to the board office within five working days [3]. Group 3: Management of Controlling Subsidiaries - Controlling subsidiaries must establish a governance structure and internal management systems in compliance with the law [4]. - They are required to report significant matters such as restructuring, mergers, and financial performance to the board [4][5]. - Controlling subsidiaries must maintain strict document management practices for important corporate documents [5]. Group 4: Personnel Management - The company appoints representatives and management personnel to controlling subsidiaries to ensure alignment with its strategic goals [6]. - The selection process for appointed personnel must comply with legal and internal regulations [6][7]. - Appointed personnel are responsible for maintaining the company's interests and must adhere to legal obligations [8]. Group 5: Financial and Investment Management - Controlling subsidiaries must follow unified financial management policies and report financial data accurately [23][24]. - Any acquisition or disposal of fixed assets exceeding 5 million must be communicated with the company beforehand [26]. - Subsidiaries are prohibited from providing external guarantees without prior approval from the board [29]. Group 6: Information Management - The company's information disclosure management system applies to controlling subsidiaries, which must report significant information promptly [35][36]. - Subsidiaries must ensure the accuracy and completeness of the information provided to the company [36]. Group 7: Internal Audit and Supervision - The company conducts regular audits of controlling subsidiaries to ensure compliance with laws and internal regulations [39]. - Subsidiaries must cooperate fully with audit processes and provide necessary documentation [40]. Group 8: Management of Non-controlling Subsidiaries - Non-controlling subsidiaries must establish governance structures and operate in compliance with legal requirements [42]. - The company manages non-controlling subsidiaries primarily through appointed representatives [42][43]. Group 9: Performance Evaluation and Incentive Mechanisms - Subsidiaries are required to establish performance evaluation and incentive mechanisms to motivate employees [48]. - The company has the right to impose penalties on subsidiary personnel who fail to fulfill their responsibilities [50].
科净源: 对外担保管理制度 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Viewpoint - The document outlines the external guarantee management system of Beijing KJY Technology Co., Ltd, emphasizing the need for strict compliance with relevant laws and regulations to mitigate risks associated with external guarantees [1][2][3]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries [1]. - The total amount of external guarantees includes both the company's guarantees and those of its controlling subsidiaries [1][2]. - The company must adhere to various laws and regulations, including the Company Law and Securities Law, to control debt risks arising from external guarantees [2][3]. Group 2: Management and Approval Process - External guarantees must be uniformly managed, requiring board or shareholder approval before any contracts can be signed [2][3]. - Directors and senior management are responsible for prudently managing and controlling the risks associated with guarantees, bearing joint liability for any violations [2][3]. - The highest decision-making body for external guarantees is the shareholders' meeting, while the board of directors exercises decision-making authority within the limits set by the company's articles of association [6][7]. Group 3: Scope and Conditions for Guarantees - The company can provide guarantees only to legal entities that meet specific criteria, such as having sound financial systems and strong creditworthiness [4][5]. - Guarantees cannot be provided to any non-legal entities or individuals [4][5]. - The company must conduct thorough investigations into the financial and operational status of the entities it intends to guarantee [12][13]. Group 4: Risk Management and Disclosure - The financial department is responsible for managing and auditing guarantee activities, ensuring that all contracts are properly documented and monitored [34][35]. - The company must disclose any guarantees exceeding certain thresholds, including those involving significant amounts or related parties [15][16]. - If a guaranteed entity fails to meet its obligations, the company must take necessary measures to mitigate losses and pursue recovery [36][39].
科净源: 内幕信息知情人登记管理制度 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
北京科净源科技股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为加强北京科净源科技股份有限公司(以下简称"公司")内幕信息管理, 做好内幕信息保密工作,维护信息披露的公平原则,保护广大投资者的合法权益,根据 《中华人民共和国公司法》、 《中华人民共和国证券法》 (以下简称"《证券法》")、 《上市 公司信息披露管理办法》、《上市公司监管指引第 5 号-上市公司内幕信息知情人登记管 《深圳证券交易所上市公司自律监管指引第 5 号——信息披露事务管理》等有 理制度》、 关法律、法规、业务规则及《北京科净源科技股份有限公司章程》 (以下简称"《公司章 程》")的有关规定,结合公司实际情况,特制定本制度。 第二条 内幕信息的登记管理工作由董事会负责,董事会秘书组织实施。证券部是 公司信息披露管理、投资者关系管理、内幕信息登记管理的日常办事机构,并负责公司 内幕信息的监管工作。 第三条 未经董事会批准同意,公司任何部门和个人不得向外界泄露、报道、传送 有关公司内幕信息及信息披露的内容。对外报道、传送的文件、音像及光盘等涉及内幕 信息及信息披露的内容的资料,须经董事会的审核同意,方可对外报道、传送。 第四 ...
科净源: 规范与关联方资金往来管理制度 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Viewpoint - The document outlines the management system for fund transactions between Beijing Kejingyuan Technology Co., Ltd. and its related parties, aiming to prevent fund occupation by related parties and protect the rights of the company and its stakeholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions with controlling shareholders, actual controllers, and other related parties to avoid fund occupation [1]. - The scope of the system includes subsidiaries that are consolidated in the company's financial statements [1]. Group 2: Definitions and Responsibilities - Fund occupation is categorized into operational and non-operational types, with operational occupation arising from business transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of related parties [2]. - Company directors and senior management are legally obligated to ensure the safety of company funds and must diligently perform their duties [6]. Group 3: Prevention of Fund Occupation - The company prohibits various methods of providing funds to related parties, including direct or indirect loans, unauthorized investments, and debt repayments on behalf of related parties [7]. - Strict adherence to relevant regulations and internal procedures is required for any transactions with related parties [8]. Group 4: Transaction Procedures - The finance department must review and ensure compliance with the company's articles and decision-making procedures before processing payments to related parties [20]. - Payments require approval from the finance manager and the chairman before execution [21]. Group 5: Accountability and Penalties - Directors and senior management who violate the system and cause losses to the company will face administrative penalties and civil liability [24]. - The company will take legal action against related parties that occupy funds unlawfully, seeking compensation for any losses incurred [26].
科净源: 董事会战略委员会工作细则 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Group 1 - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making efficiency regarding major investments and capital operations [1][2] - The Strategic Committee is composed of three directors, including at least one independent director, and is chaired by the company's chairman [2][3] - The main responsibilities of the Strategic Committee include researching and proposing suggestions on the company's medium to long-term development strategy and major investment decisions [2][3] Group 2 - The decision-making process of the Strategic Committee involves preparation by the board secretary, internal approval of meeting documents, and submission of proposals to the board for review [3][4] - The Strategic Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [4][5] - The committee can invite external professionals for advice, with costs covered by the company, and all meeting participants are bound by confidentiality obligations [4][5]
科净源: 累积投票实施细则 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The implementation rules for cumulative voting are established to protect the rights of minority shareholders and improve the corporate governance structure of Beijing KJY Technology Co., Ltd [1][2] - Cumulative voting allows shareholders to concentrate their voting rights for the election of directors, with each share providing a number of votes equal to the number of directors to be elected [1][2] - The election of two or more directors must adopt the cumulative voting system, with separate voting for independent and non-independent directors [1][2][3] Section Summaries General Provisions - The rules are based on relevant regulations and the company's articles of association to ensure all shareholders can fully exercise their rights [1] - Cumulative voting means shareholders can use their voting rights in a concentrated manner for one or more candidates [1][2] Nomination of Director Candidates - The list of director candidates is proposed according to legal and regulatory requirements [2] - If the number of qualified candidates exceeds the number of positions, a differential election will be implemented [2] Voting and Election of Directors - The cumulative voting system must be clearly stated in the notice of the shareholders' meeting [3] - Each shareholder's voting rights are calculated based on their shareholding and the number of directors to be elected [3][4] - The voting process includes multiple rounds if necessary, with the results announced by the meeting's monitor [4][5] Additional Provisions - Any matters not covered by these rules will follow national laws and the company's articles of association [5] - The board of directors is responsible for interpreting these rules, which take effect upon approval by the shareholders' meeting [5]
科净源: 年报信息披露重大差错责任追究制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [1][2]. Group 1: General Principles - The accountability system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [1]. - The system applies to various personnel, including directors, senior management, subsidiary heads, controlling shareholders, and others involved in the disclosure process [1]. Group 2: Conditions for Accountability - Responsibility will be pursued in cases of violations of laws and regulations leading to significant errors in annual report disclosures [2]. - Specific conditions include failure to follow internal control procedures, lack of timely communication, and other personal reasons causing significant errors [2][3]. Group 3: Severity of Accountability - More severe penalties will be applied for serious cases caused by subjective factors or for obstructing investigations [3]. - Mitigating circumstances may include effective prevention of adverse outcomes or correction of losses [4]. Group 4: Forms and Types of Accountability - The company may impose various forms of penalties, including correction orders, public criticism, demotion, and financial compensation [5]. - The board of directors is responsible for determining the specific penalties based on the circumstances of each case [5].
科净源: 对外提供财务资助管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The document outlines the financial assistance management system of Beijing Kejingyuan Technology Co., Ltd, aiming to standardize external financial assistance practices and mitigate associated risks [1][2] - The system specifies the approval authority and procedures for external financial assistance, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The purpose of the financial assistance system is to regulate the company's external financial assistance activities and clarify the approval authority and procedures [1] - External financial assistance includes monetary funds, physical assets, and intangible assets provided to external entities, excluding certain subsidiaries [1][2] Group 2: Approval Authority and Procedures - Financial assistance to external parties must be approved by a majority of non-related directors and subsequently submitted for shareholder meeting approval [2][3] - The company must ensure that the interests of shareholders are protected and that financial assistance is provided on equal, voluntary, and fair terms [2][3] Group 3: Disclosure Requirements - The company is required to disclose financial assistance matters in accordance with relevant laws and regulations, including details about the assistance agreement and the financial status of the recipient [6][7] - Independent directors and financial advisors must provide opinions on the necessity, legality, and fairness of the financial assistance [4][7] Group 4: Responsibilities and Oversight - The finance department is responsible for assessing the financial condition and repayment ability of the assistance recipient before providing financial support [19][20] - The internal audit department is tasked with monitoring the compliance of financial assistance activities [9]
科净源: 会计师事务所选聘制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The article outlines the selection and management system for accounting firms at Beijing Kejingyuan Technology Co., Ltd, aiming to protect shareholder interests and enhance financial information quality [1][2][3] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the "Management Measures for the Selection of Accounting Firms by State-owned Enterprises and Listed Companies" [1] - The company must not engage an accounting firm for audit services before obtaining approval from the board of directors and the shareholders' meeting [1][2] Group 2: Selection Criteria - Accounting firms must possess independent legal status, relevant qualifications, and a good record of professional quality [5] - Firms must have a fixed workplace, sound organizational structure, and comprehensive internal management controls [5] - Familiarity with national financial laws and regulations, as well as sufficient human and resource capacity to ensure audit quality, is required [5][6] Group 3: Selection Process - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [4][6] - Various entities, including the audit committee and independent directors, can propose the hiring of accounting firms [4][5] - The selection process must be competitive and transparent, utilizing methods such as competitive negotiations and public invitations [5][6] Group 4: Evaluation and Reporting - The evaluation of accounting firms must include criteria such as audit fees, qualifications, and quality management levels, with a minimum weight of 40% for quality management [6][8] - The audit committee must submit annual evaluation reports on the performance of the hired accounting firm to the board of directors [4][8] Group 5: Reappointment and Dismissal - The company can reappoint the same accounting firm without a new selection process if the audit committee recommends it and it is approved by the board and shareholders [6][8] - The company must change accounting firms under specific circumstances, such as significant quality defects in audit reports or failure to meet deadlines [9][10] Group 6: Supervision and Penalties - The audit committee is tasked with supervising the selection and performance of accounting firms, ensuring compliance with laws and internal regulations [25][26] - Serious violations by accounting firms can lead to their dismissal as per shareholder resolutions [27][28]