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科净源: 募集资金管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The document outlines the fundraising management system of Beijing Kejingyuan Technology Co., Ltd, aiming to regulate the management of raised funds, improve usage efficiency, and protect shareholders' interests [1][2] Group 1: Fundraising Management Principles - The company must ensure the feasibility of investment projects and prevent risks while enhancing the effectiveness of fund usage [3][4] - The board of directors and senior management are responsible for the proper use of raised funds and must not change their intended use without proper authorization [4][5] - A specialized account must be established for the storage and management of raised funds, which should not be mixed with other funds [8][9] Group 2: Fund Usage Regulations - Raised funds should primarily be used for the company's main business and not for high-risk investments or financial investments [5][6] - Any changes to the intended use of funds must be approved by the shareholders' meeting [10][11] - The company must disclose the actual usage of raised funds accurately and promptly, especially if there are significant deviations from the planned investment [12][13] Group 3: Supervision and Reporting - The company is required to conduct semi-annual reviews of the fundraising projects and report on the status of fund usage [26][27] - Independent directors must monitor the actual management and usage of funds, and they can hire external auditors for verification [28][29] - Any discrepancies in fund usage must be reported and justified in the company's annual reports [14][15]
科净源: 董事会提名委员会工作细则 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Group 1 - The core purpose of the Nomination Committee is to standardize the selection of senior management personnel and optimize the composition of the board of directors, thereby improving the corporate governance structure of Beijing Kejingyuan Technology Co., Ltd. [2] - The Nomination Committee is a specialized working body under the board of directors, responsible for recommending candidates for directors (including independent directors) and other senior management personnel to the board [2][3] - The committee consists of three directors, with independent directors holding a majority and serving as the convener [3][4] Group 2 - The main responsibilities of the Nomination Committee include researching selection criteria for directors and senior management, searching for qualified candidates, reviewing candidates, and advising on the board's size and composition based on the company's operational activities [4][5] - The committee has the authority to engage headhunting firms to assist in finding qualified candidates, with the costs borne by the company [4][5] - The committee's recommendations must be submitted to the board for review, and controlling shareholders should respect these recommendations unless there is sufficient reason to propose alternative candidates [4][5] Group 3 - The decision-making process of the Nomination Committee involves active communication with relevant departments, broad searches for candidates, and thorough evaluations of potential nominees' qualifications [5][6] - Meetings of the Nomination Committee require the presence of at least two-thirds of its members to be valid, and decisions must be approved by a majority [6] - The committee may invite other directors and senior management to attend meetings but without voting rights, and it can hire external advisors for professional opinions if necessary [6]
科净源: 股东会议事规则 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Principles - The company establishes rules for shareholder meetings to clarify responsibilities, standardize organization, and ensure legal compliance [2][3] - The company must hold shareholder meetings in accordance with laws, regulations, and its articles of association [2][3] Nature and Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority body, composed of all shareholders [6] - The meeting has the power to elect and replace directors, approve profit distribution plans, and make decisions on capital changes [5][6] Convening the Shareholders' Meeting - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [13] - Shareholders holding more than 10% of shares can request a temporary meeting [11] Proposals for the Shareholders' Meeting - Proposals must fall within the powers of the shareholders' meeting and comply with legal requirements [21] - Shareholders holding more than 1% of shares can submit proposals 10 days before the meeting [22] Notification of the Shareholders' Meeting - The company must notify shareholders of the annual meeting 20 days in advance and temporary meetings 15 days in advance [25] - Notifications must include details such as meeting time, location, and agenda [26] Attendance and Registration - All shareholders registered on the equity registration date have the right to attend and vote [30] - Shareholders must provide identification and, if applicable, a power of attorney to attend the meeting [31] Conducting the Shareholders' Meeting - The meeting can be conducted in person or via online voting, with specific procedures outlined [40] - The chairman of the board presides over the meeting, ensuring order and addressing shareholder inquiries [44] Voting Procedures - Each share carries one vote, and voting can be conducted by show of hands or secret ballot [53] - Related shareholders must abstain from voting on transactions involving their interests [55] Resolutions of the Shareholders' Meeting - Resolutions can be ordinary or special, requiring different majorities for approval [63][64] - The company must disclose the results of the voting and the details of the resolutions passed [78] Execution of Resolutions - The board of directors is responsible for executing the resolutions passed by the shareholders' meeting [80] - New directors take office from the date of the resolution unless otherwise specified [81]
科净源: 《公司章程》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Group 1 - The company is named Beijing Sys Science & Technology Co., Ltd., with a registered capital of RMB 68.57143 million [3][4] - The company was established through the transformation of Beijing Sys Science & Technology Development Co., Ltd. and registered with the Beijing Administration for Industry and Commerce [2][3] - The company focuses on water treatment and environmental protection, emphasizing customer-centricity and innovation [5][13] Group 2 - The company issued 17,142,858 shares of common stock to the public, which were approved by the Shenzhen Stock Exchange and registered with the China Securities Regulatory Commission [3][4] - The total number of shares issued by the company is 68.57143 million, with each share having a par value of RMB 1 [7][19] - The company is committed to maintaining the legal rights of shareholders and creditors, and its articles of association serve as a binding document for governance [4][10] Group 3 - The company’s business scope includes environmental pollution prevention, ecological protection, wastewater treatment, and related technical services [5][6] - The company can adjust its business scope based on its development needs and may establish branches domestically and internationally [6] - The company is required to comply with relevant laws and regulations when conducting its business activities [6][10]
科净源: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Principles - The purpose of the system is to promote the standardized operation of Beijing KJY Technology Co., Ltd. and clarify the responsibilities and powers of the board secretary [1] - The board secretary is a senior management position responsible to the board of directors and must comply with relevant laws and regulations [1] Qualifications - The board secretary must have experience in secretarial, management, and equity affairs, and possess knowledge in finance, taxation, law, finance, and corporate management [2] - The board secretary must undergo professional training and obtain a qualification certificate issued by the stock exchange [2] - Certain individuals, such as those who have been penalized by the China Securities Regulatory Commission in the last three years, are prohibited from serving as board secretary [2] Responsibilities - The main responsibilities include managing information disclosure, coordinating investor relations, organizing board and shareholder meetings, and ensuring compliance with disclosure regulations [3][4] - The board secretary has the authority to access financial and operational information and must report any significant information leaks to the Shenzhen Stock Exchange [4] - The company must provide necessary conditions for the board secretary to perform their duties effectively [4] Appointment and Dismissal Procedures - The company must appoint a board secretary within the timeframe specified by the listing rules and must reappoint within three months if the previous secretary leaves [5] - The appointment must be announced promptly, and relevant documents must be submitted to the Shenzhen Stock Exchange [5] - The board secretary must sign a confidentiality agreement upon appointment [5] Legal Responsibilities - The board secretary is liable for any losses caused to the company due to violations of laws or regulations, unless they can prove they raised objections to the decisions [8] - The board secretary's responsibilities are defined by relevant laws, regulations, and the company's articles of association [8] Miscellaneous - The system will take effect upon approval by the board and will be interpreted by the board [9]
科净源: 对外投资管理制度 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The document outlines the external investment management system of Beijing Kejingyuan Technology Co., Ltd, aiming to standardize investment behavior and mitigate risks [1][2] - The investment activities include various forms such as entrusted financial management, loans, and investments in subsidiaries and joint ventures [1] - All external investments must align with national regulations, company development strategies, and aim for sustainable growth and expected returns [1] Group 1: Investment Principles and Approval - External investments are primarily centralized, requiring prior approval from the company for any investments made by subsidiaries [2] - The approval process for external investments must adhere to the Company Law and internal regulations, with specific thresholds for board and shareholder approval based on asset totals and revenue proportions [5][6] - Investments exceeding certain thresholds, such as 50% of the latest audited revenue or net profit, must be reviewed by the board and submitted to the shareholders for approval [6][7] Group 2: Decision-Making and Responsibilities - The company's board and shareholders are the decision-making bodies for external investments, while the general manager's office oversees daily operations and investment execution [15][16] - The finance department is responsible for managing the financial aspects of investments, including funding and compliance with accounting standards [8][11] - A comprehensive feasibility study and evaluation must be conducted before any investment decision, considering cash flow, risk, and expected returns [21][22] Group 3: Investment Execution and Monitoring - The company must maintain a collective decision-making process for investments, ensuring that no individual can unilaterally decide on investments [10][28] - Regular audits and evaluations of investment projects are mandated to assess performance and compliance with initial projections [39][40] - The company has established protocols for the disposal of investments, requiring board approval for any divestment actions [34][36]
科净源: 内部审计制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Provisions - The internal audit system of Beijing Kejingyuan Technology Co., Ltd. aims to standardize internal audit work, improve quality, and protect investors' rights [1] - Internal audit refers to the evaluation activities conducted by internal personnel on the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1] General Regulations - The company establishes an audit committee under the board of directors, with independent directors making up more than half of the members, including at least one professional accountant [2] - An internal audit department is set up to supervise the authenticity and completeness of financial information and the implementation of internal control systems, reporting to the audit committee [2][3] - The internal audit department must maintain independence and not be under the leadership of the finance department [2] Responsibilities and Overall Requirements - The audit committee guides and supervises the internal audit department, meeting at least quarterly to review plans and reports [3] - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [3][4] - The internal audit department must report significant findings to the audit committee at least quarterly [4] Internal Control Review and Evaluation - The internal audit department focuses on high-risk areas such as non-operating fund transactions, external investments, and related party transactions during evaluations [5] - If significant internal control deficiencies or risks are found, the internal audit department must report them to the audit committee promptly [6] Self-Evaluation Reports - The board of directors or audit committee must issue a self-evaluation report on internal controls based on the internal audit department's findings [7] - The self-evaluation report must include a declaration of the authenticity of the internal control report and details on the evaluation process [7][8] Supervision and Management of Internal Audit Work - The company rewards diligent internal auditors and disciplines those who neglect duties or leak confidential information [8] - If significant issues in internal audit work are discovered, the company must pursue accountability according to internal regulations [8]
科净源: 董事会议事规则 (2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
第二条 公司依据《公司章程》的规定设立董事会。董事会是公司经营管理 的决策机构,维护公司和全体股东的利益,在《公司章程》和股东会的授权范围 内,负责公司发展目标和重大经营活动的决策,对股东会和全体股东负责。 第三条 董事会除应遵守法律、行政法规、《公司章程》及其细则的规定外, 还应遵守本规则的规定。 第四条 公司董事会由 7 名董事组成,其中独立董事 3 名。董事会设董事长 第五条 董事会下设董事会办公室,处理董事会日常事务。董事会秘书兼任 董事会办公室负责人,保管董事会印章。 第六条 公司董事会下设审计委员会、战略委员会、提名委员会、薪酬与考 核委员会。专门委员会对董事会负责,依照《公司章程》和董事会授权履行职责, 专门委员会的提案应当提交董事会审议决定。董事会负责制定专门委员会工作规 程,规范专门委员会的运作。 第七条 专门委员会成员全部由董事组成,其中审计委员会、提名委员会、 薪酬与考核委员会中独立董事应当占多数并担任召集人,审计委员会的召集人应 当为会计专业人士。 第二章 董事会与董事长职权 第八条 董事会依法行使下列职权: 北京科净源科技股份有限公司 董事会议事规则 第一章 总则 第一条 为了进一步 ...
科净源: 关于前期会计差错更正的公告
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Viewpoint - The company has corrected prior accounting errors related to credit impairment losses, which will not change the nature of previously reported profits or losses, nor will it affect the net assets reported at the end of the period [1][2]. Summary by Sections Accounting Error Correction - The company held meetings on August 8, 2025, to approve the correction of prior accounting errors, specifically regarding the misreporting of credit impairment losses [1]. - The correction involved an adjustment of 3.6963 million yuan in the profit statement, which was incorrectly reported as a negative value [2]. Financial Statement Impact - The correction affects the consolidated profit statement for the first three quarters of 2023, with the following adjustments: - Credit impairment losses changed from -7,185,287.00 yuan to 207,285.34 yuan, resulting in a net adjustment of 7,392,572.34 yuan [2]. - Operating profit increased from 33,669,805.64 yuan to 41,062,377.98 yuan [2]. - Total profit rose from 43,580,428.96 yuan to 50,973,001.30 yuan [2]. - Net profit adjusted from 40,591,341.64 yuan to 47,983,913.98 yuan [2]. - There was no impact on the consolidated balance sheet for the same period [2]. Review Procedures and Opinions - The Audit Committee reviewed and approved the correction, confirming compliance with relevant accounting standards and regulations [3][4]. - The Board of Directors also approved the correction, stating that it reflects a more accurate financial status and does not mislead investors [3][4]. Future Measures - The company will enhance its financial oversight and ensure such errors do not recur, expressing apologies for any inconvenience caused to investors [4].
科净源:第五届监事会第十五次会议决议公告
Zheng Quan Ri Bao· 2025-08-08 16:17
(文章来源:证券日报) 证券日报网讯 8月8日晚间,科净源发布公告称,公司第五届监事会第十五次会议审议通过了《关于全 文及其摘要的议案》等多项议案。 ...