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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]
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
北京科净源科技股份有限公司 董事会提名委员会工作细则 第一章 总则 第一条 为规范北京科净源科技股份有限公司(以下简称"公司")高级管理人员 的产生,优化董事会组成,完善公司治理结构,根据《中华人民共和国公司法》、 《上市 公司治理准则》、《深圳证券交易所创业板股票上市规则》、《深圳证券交易所上市 公司自律监管指引第 2 号——创业板上市公司规范运作》、《北京科净源科技股份 有限公司章程》(以下简称"《公司章程》")及其他有关规定,公司特设立董事会提 名委员会(以下简称"提名委员会"),并制定本工作细则。 第二条 董事会提名委员会是董事会下设的专门工作机构,主要职责是对公司 董事(包括独立董事)及其他高级管理人员的人选的选择向董事会提出意见和建 议,对董事会负责。 第二章 人员组成 第三条 提名委员会成员由三名董事组成,其中独立董事占半数以上并担任召 集人。 第四条 提名委员会委员由董事长、二分之一以上独立董事或三分之一以上董 事会成员联合提名,并由董事会以全体董事的过半数选举产生。 第五条 提名委员会设主任委员一名,由董事会任命、独立董事委员担任,负责 主持委员会工作。 第六条 提名委员会任期与董事会任期一 ...