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科净源: 2025年半年度非经营性资金占用及其他关联资金往来情况汇总表
Zheng Quan Zhi Xing· 2025-08-08 16:23
Summary of Key Points Core Viewpoint - The report provides a detailed summary of non-operating fund occupation and other related fund transactions for Beijing KJY Technology Co., Ltd. for the year 2025, highlighting the amounts involved and the nature of these transactions. Group 1: Non-Operating Fund Occupation - The total amount of non-operating fund occupation at the end of 2025 is not specified in the document, but it includes various related parties such as controlling shareholders and their subsidiaries [1]. - The report categorizes the occupation into different types, including amounts owed to controlling shareholders and other related parties, indicating a structured approach to tracking these financial interactions [1][2]. - The document outlines the accounting subjects involved and the reasons for the fund occupation, although specific figures for each category are not detailed [1]. Group 2: Related Fund Transactions - The report lists various subsidiaries and their respective accounts receivable, with significant amounts such as 23,459.52 million for Beijing KJY Equipment Installation Engineering Co., Ltd. [1]. - Other receivables from subsidiaries include amounts like 15,091.14 million, indicating ongoing business transactions and financial relationships within the group [2]. - The total amount of related fund transactions is reported as 74,782.56 million, with a cumulative occurrence of 7,159.10 million, reflecting the scale of financial interactions among the subsidiaries [2].
科净源: 2025年半年度募集资金存放与使用情况的专项报告
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The company, Beijing Kejingyuan Technology Co., Ltd., successfully raised a total of RMB 771,428,610 through its initial public offering, with a net amount of RMB 628,791,176 after deducting issuance costs [1][2] - As of June 30, 2025, the company has utilized RMB 574,381,555.08 of the raised funds, leaving a balance of RMB 35,272,566.85 [2][5] - The company has established a dedicated account for the management of raised funds, ensuring compliance with regulatory requirements [3][4] Fundraising Overview - The total amount raised was RMB 771,428,610, with issuance costs amounting to RMB 142,637,433.77, resulting in a net amount of RMB 628,791,176.23 [1][2] - The funds were deposited into the company's designated account on August 7, 2023, and verified by Da Xin Accounting Firm [1] Fund Utilization and Balance - The company has utilized RMB 574,381,555.08 of the raised funds by June 30, 2025, with a remaining balance of RMB 35,272,566.85 [2][5] - The company temporarily used RMB 30,000,000 of idle funds to supplement working capital, which will be returned to the dedicated account before the deadline [7][14] Fund Management - The company has implemented a fund management system to ensure the effective use of raised funds, in compliance with relevant regulations [2][3] - A tripartite supervision agreement has been signed with banks and sponsors to manage the raised funds [3] Project Implementation - The company has not changed the implementation locations or methods for its fundraising projects during the reporting period [5] - The company approved the use of RMB 268,791,176.23 in interest-free loans to its wholly-owned subsidiaries for project implementation [8] Project Delays - The "Beijing Kejingyuan Headquarters Base Project" has been postponed from December 1, 2024, to December 1, 2026, due to construction complexities and external factors [9][12] Remaining Funds - As of June 30, 2025, the company has a remaining balance of RMB 65,272,566.85 in raised funds, which will be allocated to committed projects based on their construction progress [16]
科净源: 关于取消监事会、修订《公司章程》及制定、修订、废止公司部分制度的公告
Zheng Quan Zhi Xing· 2025-08-08 16:23
Group 1 - The company has decided to abolish the supervisory board and amend its articles of association, transferring the supervisory powers to the audit committee of the board of directors [1][2] - The amendments to the articles of association and the cancellation of the supervisory board are based on the latest laws and regulations, as well as the company's actual situation [1][2] - The company has established a new management system for the departure of directors and senior management, along with revisions to several internal regulations [1][3] Group 2 - The revised articles of association will require approval from the shareholders' meeting, and the board of directors has requested authorization to handle the necessary registrations and filings [2] - A total of 13 internal regulations are set to be established or revised, which will also require shareholder approval, while other regulations will take effect upon board approval [3]
科净源: 关于公司接受实际控制人无偿担保暨关联交易的进展公告
Zheng Quan Zhi Xing· 2025-08-08 16:23
Group 1 - The company plans to apply for a credit limit of up to RMB 350 million from banks to meet its operational funding needs, with the actual credit limit subject to approval by financial institutions [1][2] - The financing guarantee includes unconditional guarantees provided by the actual controllers of the company, Mr. Ge Jing and Ms. Zhang Rumin, for the credit limit application [2][3] - The company intends to apply for a working capital loan of RMB 20 million from China Merchants Bank, with a one-year loan term, guaranteed by Beijing Haidian Technology Enterprise Financing Guarantee Co., Ltd [2][3] Group 2 - Mr. Ge Jing, the controlling shareholder and actual controller of the company, holds 23.99% of the shares, while Ms. Zhang Rumin holds 6.79% of the shares [3] - The guarantees provided by Mr. Ge and Ms. Zhang are unconditional and do not incur any guarantee fees for the company, aligning with the interests of the company and all shareholders [3][5] - The total amount of various related party transactions that have occurred with the related parties since the beginning of the year is RMB 185.4 million, excluding the current RMB 20 million loan [4]
科净源: 融资决策制度(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 融资决策制度 第一条 为促进北京科净源科技股份有限公司(以下简称"公司")健康稳定 发展,控制公司融资风险,使公司规范运作,根据《中华人民共和国公司法》 (以 下简称"《公司法》")、《北京科净源科技股份有限公司章程》(以下简称"《公司 章程》")及相关法律、法规、规范性文件的规定,特制定本制度。 第四条 公司发行公司债券,应由董事会讨论通过,提请股东会依照法定程 序审批。 第五条 公司可以在每年度年初编制年度财务预算方案时,由财务部门拟定 本年度向银行或其他金融机构借款的额度(包括控股子公司的借款额度﹚,作为 年度财务预算方案的一部分,经总经理审核后,提交董事会讨论决定,董事会讨 论通过后,再提交股东会讨论通过。在股东会批准的年度借款额度内,总经理及 财务部门负责办理每笔具体借款。 第六条 未在年度财务预算方案中批准年度借款额度,公司临时向银行或其 他金融机构借款的,按照单笔借款额度审批权限审批: 第七条 公司向银行或其他金融机构借款涉及提供担保的,由相应的批准借 款的机构在批准借款的同时,对担保事项按照公司审批程序进行审批决定。 第八条 公司任何部门、任何机构以及个人违反本制度 ...
科净源: 董事、高级管理人员薪酬管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Viewpoint - The article outlines the compensation management system for the board of directors and senior management of Beijing Kejingyuan Technology Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance operational efficiency and align compensation with company performance and shareholder interests [1][2]. Summary by Sections General Principles - The compensation management system is designed to regulate the salaries of the board of directors and senior management, ensuring it is competitive with market standards [2]. - The applicable directors include all current members of the board, categorized into internal, external, and independent directors [2]. Compensation Management - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors handles the plans for senior management [3]. - The compensation committee is tasked with formulating and reviewing the compensation plans and conducting annual performance evaluations [3]. Compensation Standards and Distribution - Internal directors who are also senior management will receive compensation according to senior management standards, while external and independent directors will receive compensation as approved by the shareholders' meeting [4]. - Senior management's compensation consists of a base salary and performance-based pay, with the base salary determined by various factors including position and market conditions [4]. Restraint Mechanism - The company reserves the right to reduce or withhold performance pay or allowances under certain circumstances, such as public reprimands or significant violations of regulations [5]. - The compensation is considered pre-tax income, and individuals are required to pay personal income tax accordingly [5]. Miscellaneous - Any matters not covered by this system will be governed by relevant national laws and regulations [5]. - The board of directors is authorized to interpret and amend this system, which takes effect upon approval by the shareholders' meeting [5].
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 ...