Beijing Sys Science & Technology (301372)

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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
北京科净源科技股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 证券代码:301372 证券简称:科净源 公告编号:2025-035 重要提示: 度财务报表进行追溯调整,追溯调整后,不会导致公司上述报告期盈亏性质的改 变。 将持续提升治理水平和规范运作水平,努力提高信息披露质量,切实保障公司及 全体股东的利益。 公司于 2025 年 8 月 8 日召开第五届董事会第十九次会议及第五届监事会第 十五次会议,审议通过了《关于前期会计差错更正的议案》,同意公司根据《企 业会计准则第 28 号——会计政策、会计估计变更和差错更正》及中国证监会《公 开发行证券的公司信息披露编报规则第 19 号——财务信息的更正及相关披露》 的相关规定和要求,公司现将前期会计差错更正如下: 一、前期会计差错更正原因 由于公司财务人员对报表披露中信用减值损失列示的理解失误,经内部自查 发现,在利润表中,由于差错更正应该冲减信用减值损失 369.63 万元,此项列报 在利润表应该以正数列示,错误列示为-369.63 万元,导致 2023 年第三季度利润 表净利润列示有误。 二、前 ...
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。 ...
科净源:第五届董事会第十九次会议决议公告
Zheng Quan Ri Bao· 2025-08-08 16:15
证券日报网讯 8月8日晚间,科净源发布公告称,公司第五届董事会第十九次会议审议通过了《关于全 文及其摘要的议案》等多项议案。 (文章来源:证券日报) ...
科净源:8月8日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-08 15:14
Group 1 - The company, KJY, announced the convening of its 19th meeting of the 5th Board of Directors on August 8, 2025, which was held in a hybrid format combining in-person and communication methods [2] - For the fiscal year 2024, KJY's revenue composition indicates that the water treatment industry accounted for 98.92% of total revenue, while other businesses contributed 1.08% [2]