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机构风向标 | 科净源(301372)2025年二季度已披露持仓机构仅5家
Xin Lang Cai Jing· 2025-08-09 01:49
Group 1 - The core viewpoint of the news is that KJY (301372.SZ) has reported an increase in institutional investor holdings, reaching a total of 901.34 million shares, which accounts for 13.14% of the total share capital as of August 8, 2025 [1] - Institutional investors have collectively increased their holding ratio by 0.24 percentage points compared to the previous quarter [1] - One new public fund, CITIC Prudential Multi-Strategy Mixed (LOF) A, was disclosed during this period, remaining unchanged from the previous quarter [1] Group 2 - In terms of foreign investment, one new foreign institution, BARCLAYS BANK PLC, has been disclosed in this period compared to the previous quarter [2]
高能环境: 高能环境关于以集中竞价交易方式回购股份的回购报告书
Zheng Quan Zhi Xing· 2025-08-08 16:24
证券代码:603588 证券简称:高能环境 公告编号:2025-061 北京高能时代环境技术股份有限公司 关于以集中竞价交易方式回购股份的回购报告书 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示: 北京高能时代环境技术股份有限公司(以下简称"公司")拟使用自有资金及 自筹资金以集中竞价交易方式回购部分公司 A 股股份,主要内容如下: ● 回购股份金额:本次拟用于回购的资金总额不低于人民币 10,000 万元且不 超过 15,000 万元 截至本公告披露日,公司董事、高级管理人员、控股股东、实际控制人、回 购提议人、持股 5%以上的股东在未来 3 个月、未来 6 个月无明确的减持股份计划。 若上述主体未来有减持计划,相关方及公司将严格按照有关法律法规的规定及时 履行信息披露义务。 ● 相关风险提示: 回购方案无法实施或只能部分实施的风险; 回购方案首次披露日 2025/7/25 回购方案实施期限 2025 年 7 月 24 日~2026 年 7 月 23 日 未能及时到位,导致回购方案无法按计划实施的风险; ...
科净源: 《公司章程》修订对照表
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The company has revised its articles of association to enhance the protection of shareholders and creditors' rights, ensuring compliance with relevant laws and regulations [1][2][3] - The chairman of the board is designated as the legal representative of the company, with specific provisions for the appointment of a new legal representative upon resignation [1][2] - The company is responsible for civil liabilities arising from actions taken by the legal representative in the course of their duties, with the right to seek compensation from the representative if negligence is proven [1][2] - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [1][2] - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific conditions approved by the shareholders' meeting [3][4] - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [3][4] - The company is restricted from repurchasing its shares unless under certain conditions, such as capital reduction or employee stock ownership plans [3][4] - Shareholders have specific rights, including the right to vote, transfer shares, and request information, which are legally protected [9][10] - The company must maintain transparency and comply with information disclosure obligations, especially in cases of legal disputes or significant corporate actions [12][13] - The company’s controlling shareholders and actual controllers are bound by fiduciary duties and must not exploit their positions to harm the company or other shareholders [20][21]
科净源: 关联交易决策制度 (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 关联交易决策制度 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")及其控股 子公司与公司关联人之间的关联交易决策程序的有效执行,保证公司的关联交易 符合公平、公正、公开的原则,确保公司关联交易行为不损害公司和全体股东的 利益,根据《中华人民共和国公司法》 (以下简称"《公司法》")、 《中华人民共和 国证券法》 (以下简称"《证券法》 ")等相关法律、法规,并参照《深圳证券交易 所上市公司自律监管指引第7号——交易与关联交易》、《深圳证券交易所创业 板股票上市规则》(以下简称"《创业板股票上市规则》")等有关规范性文件 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, 制订本制度。 第二章 关联人及关联关系 第二条 本制度所称关联人是指《创业板股票上市规则》中所定义的关联人, 包括关联法人和关联自然人。公司与公司的控股子公司之间发生的关联交易不适 用本制度。 第三条 具有以下情形之一的法人,为公司关联法人: 其他组织; 然人担任董事(不含同为双方的独立董事)、高级管理人员的除公司及其控股子 公司以外的法人或其他组织; 其他与公 ...
科净源: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Provisions - The purpose of the management system for the resignation of directors and senior management personnel is to standardize the resignation process and ensure the stability of corporate governance and the legal rights of shareholders [1][2] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors can resign before the end of their term by submitting a written resignation report to the board, which becomes effective upon receipt [3] - If a director's resignation results in the board falling below the legal minimum number of members, the original director must continue to perform their duties until new directors are elected [3] - The resignation of directors who are not re-elected becomes effective automatically on the date the shareholders' meeting resolution is passed [2] Transfer Procedures and Handling of Unresolved Matters - Resigning directors and senior management must transfer all relevant documents, seals, data assets, and unresolved matters to the board within three working days after their resignation becomes effective [3] - If the departing personnel are involved in significant investments or financial decisions, the audit committee may initiate a departure audit [3] Obligations of Departing Directors and Senior Management - Departing directors and senior management retain their fiduciary duties to the company and shareholders even after their term ends [4] - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [4] Accountability Mechanism - If the company discovers that departing directors or senior management have failed to fulfill commitments or have violated fiduciary duties, the board will convene to discuss specific accountability measures [5] - Departing personnel can appeal the accountability decisions to the audit committee within 15 days of notification [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [6] - The board is responsible for revising and interpreting this system, which takes effect upon approval [6]
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
Group 1 - The financing decision system is established to promote the healthy and stable development of Beijing KJY Technology Co., Ltd. and to control financing risks [1] - The system applies to various financing behaviors, including issuing new shares and corporate bonds, which require board discussion and shareholder approval [1][2] - The company can set an annual borrowing limit during the financial budget preparation, which must be approved by the board and shareholders [1] Group 2 - Any department or individual violating the financing decision system may face disciplinary actions, and responsible parties must compensate for any losses incurred [2] - The board must consider the company's financing conditions and analyze the pros and cons of various financing methods when reviewing major financing proposals [2] - The company must ensure fairness in information disclosure during refinancing processes and cannot provide undisclosed significant information to attract subscriptions [2]
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: 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].