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恒宝股份: 子公司管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 16:56
General Provisions - The purpose of the management system is to enhance the management of subsidiaries, establish effective control mechanisms, and ensure that the operational goals align with the company's strategic objectives [2][3] - The system applies to subsidiaries where the company holds more than half of the voting rights or can control more than half through agreements [1] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholders' meeting and appoints representatives to the board of directors and senior management [4] - Senior management personnel nominated or appointed by the company must fulfill their duties, ensure compliance with laws, and report on operational conditions [5][6] Financial Management - The basic tasks of financial management include implementing national fiscal and tax policies, ensuring the legality and completeness of accounting data, and effectively controlling operational risks [13] - Subsidiaries must adhere to the company's accounting policies and submit financial reports for auditing [17] Operational Decision-Making Management - Subsidiaries must comply with national laws and align their operational plans with the company's overall strategy [21][22] - Any significant transactions exceeding the subsidiary's authority require approval from the company or its board [23] Information Disclosure Management - Subsidiaries must provide accurate and timely information to the company and cannot disclose insider information without approval [29][30] - The chairman or executive director of the subsidiary is responsible for information management [34] Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [37] - Subsidiaries must prepare for audits and provide all necessary documentation [39]
恒宝股份: 董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 16:56
恒宝股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范本公司董事会的议事方式和决策程序,促使董事和董事会有 效地履行其职责,提高董事会规范运作和科学决策水平,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》)、《深圳证券交易所股票上市规则》(以下简称《股票上市规则》)、 《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等 相关法律、法规和《恒宝股份有限公司章程》(以下简称《公司章程》)的有关 规定,制订本规则。 意见,初步形成会议提案后交董事长拟定。 第二条 董事会办公室 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,保管董事会和董事会办公室印章。 第三条 董事会专门委员会 董事会下设战略委员会、提名委员会、审计委员会和薪酬与考核等专门委员 会。各专门委员会的工作细则另行制订。 第四条 定期会议 董事会会议分为定期会议和临时会议。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第五条 定期会议的提案 在发出召开董事会定期会议的通知前,董事会办公室应当充分征求各董事的 董事长在拟定提案 ...
恒宝股份: 募集资金管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 16:56
Core Points - The document outlines the fundraising management measures of Hengbao Co., Ltd, aiming to regulate the management of raised funds and improve their utilization efficiency [1][2] - It emphasizes the importance of adhering to legal regulations and company commitments regarding the use of raised funds [1][2] Fundraising Management - The company must ensure that the use of raised funds aligns with the commitments made in the issuance application documents and must not change the intended use without proper disclosure [1][2][3] - The board of directors is responsible for the effective implementation of these measures and must monitor the management and usage of raised funds [2][3] Fund Storage - Raised funds should be stored in a designated special account, and any excess funds must also be managed within this account [3][4] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being received [3][4] Fund Usage - Funds should primarily be used for the main business activities, and high-risk investments are prohibited [5][6] - The company must ensure the authenticity and fairness of fund usage, preventing misuse by controlling shareholders or related parties [5][6] Project Feasibility and Reporting - If a fundraising project faces significant changes in market conditions or delays, the company must reassess its feasibility and report the findings [5][6][7] - Any changes in the use of funds or project implementation must be approved by the board and disclosed to shareholders [6][7] Supervision and Audit - The accounting department must maintain detailed records of fund usage, and internal audits should be conducted quarterly [15][16] - The board must regularly review the status of fundraising projects and report any discrepancies in fund usage [15][16][17] Conclusion - The measures are designed to ensure that the company manages its raised funds responsibly, adhering to legal requirements and maintaining transparency with stakeholders [1][2][3]
ST智知: 新智认知数字科技股份有限公司关于续聘会计师事务所的公告
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Viewpoint - The company intends to reappoint KPMG Huazhen as its auditing firm for the fiscal year 2025, pending approval at the upcoming extraordinary general meeting of shareholders [1][2]. Group 1: Audit Firm Information - KPMG Huazhen was established on August 18, 1992, in Beijing and officially began operations on August 1, 2012 [2]. - As of December 31, 2024, KPMG Huazhen has 241 partners and 1,309 registered accountants, with over 300 accountants having signed audit reports for securities services [2][3]. - The total audited business revenue for KPMG Huazhen in 2024 exceeded RMB 4.1 billion, with audit service revenue exceeding RMB 4 billion [2]. Group 2: Audit Client Information - KPMG Huazhen audited 127 listed companies in 2024, with total audit fees amounting to approximately RMB 682 million [3]. - The firm has clients across various industries, including manufacturing, finance, transportation, information technology, real estate, and more [3]. Group 3: Audit Project Details - The project partner for the company's 2025 audit is Wu Xuchu, who has been with KPMG Huazhen since 2003 and has signed or reviewed 13 audit reports in the last three years [5]. - The signing accountant is Niu Haozhe, who has been with the firm since 2009 and has signed or reviewed 2 audit reports in the last three years [5]. - The quality control reviewer is Lu Kunpeng, who has been with the firm since 2001 and has signed or reviewed 6 audit reports in the last three years [5]. Group 4: Audit Fee Information - The total audit fee for 2025 is set at RMB 1.98 million, with RMB 1.63 million for annual report auditing and RMB 350,000 for internal control auditing, remaining unchanged from the previous year [6]. Group 5: Approval Process - The reappointment of KPMG Huazhen has been approved by the company's audit committee and the board of directors, with a unanimous vote of 9 in favor [6][7]. - The reappointment is subject to approval at the company's second extraordinary general meeting of shareholders in 2025 [7].
汉仪股份: 东方证券股份有限公司关于北京汉仪创新科技股份有限公司首次公开发行前已发行股份上市流通的核查意见
Zheng Quan Zhi Xing· 2025-08-26 16:35
东方证券股份有限公司关于北京汉仪创新科技股份有限公司 首次公开发行前已发行股份上市流通的核查意见 东方证券股份有限公司(以下简称"东方证券"或"保荐机构")作为北京汉 仪创新科技股份有限公司(以下简称"汉仪股份"、"公司")首次公开发行股票 并在创业板上市的保荐机构,根据《证券发行上市保荐业务管理办法》《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》及《深圳证券交易所上市公司自律监管指引第 13 号— —保荐业务》的相关规定,对汉仪股份首次公开发行前已发行的部分股份上市流通 的事项进行了审慎核查,核查情况如下: 一、首次公开发行股票概况 根据中国证券监督管理委员会《关于同意北京汉仪创新科技股份有限公司首次 公开发行股票注册的批复》(证监许可〔2022〕955 号),公司首次公开发行人民 币普通股(A 股)股票 25,000,000 股,并于 2022 年 8 月 31 日在深圳证券交易所创 业板上市交易。首次公开发行股票后公司总股本由 75,000,000 股变更为 100,000,000 股。 司于 2023 年 2 月 24 日在巨潮资讯网 ...
汉仪股份: 关于首次公开发行前已发行股份上市流通提示性公告
Zheng Quan Zhi Xing· 2025-08-26 16:35
Summary of Key Points Core Viewpoint - The announcement details the lifting of restrictions on the shares of Beijing Hanyi Innovation Technology Co., Ltd., allowing for the circulation of previously restricted shares, which may impact the company's stock liquidity and shareholder structure. Group 1: Share Issuance and Restrictions - The company issued 25,000,000 shares during its initial public offering (IPO) on August 31, 2022, increasing the total share capital from 75,000,000 to 100,000,000 shares [1] - As of the announcement date, the total number of restricted shares is 25,938,375, accounting for 25.94% of the total share capital [2] - The actual number of shares that can be circulated after the lifting of restrictions is 20,431,219, which represents 20.43% of the total share capital [1][2] Group 2: Shareholder Commitments - Shareholders lifting restrictions have made commitments not to transfer or manage their shares during the lock-up period, ensuring compliance with the company's IPO prospectus [3][4] - Specific commitments include a limit on the annual transfer of shares by directors and senior management to no more than 25% of their total holdings during their tenure, with an additional six-month lock-up after leaving the company [3][5] Group 3: Compliance and Verification - The company confirms that all shareholders lifting restrictions have adhered to their commitments, with no violations affecting the circulation of restricted shares [6][10] - The sponsor institution has verified that the application for lifting restrictions complies with relevant regulations and that the information disclosed is accurate and complete [10]
博睿数据: 北京博睿宏远数据科技股份有限公司2025年员工持股计划(草案)
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Viewpoint - The company, Beijing Borui Hongyuan Data Technology Co., Ltd., has proposed a 2025 Employee Stock Ownership Plan (ESOP) aimed at enhancing employee engagement and aligning their interests with the company's long-term growth [1][2]. Group 1: Purpose of the Employee Stock Ownership Plan - The ESOP aims to establish a profit-sharing mechanism between employees and owners, improve corporate governance, and enhance employee cohesion and company competitiveness [6][7]. - The plan is designed to attract and retain talented management and core personnel, thereby boosting the company's vitality and development [6]. Group 2: Plan Structure and Management - The ESOP will be managed by a committee that represents the interests of the plan participants, ensuring the protection of their rights [2][20]. - The plan will involve a maximum of 37 participants, including directors and senior management, with a total funding cap of 8.492 million yuan [7][8]. Group 3: Financial Details - The total scale of the ESOP is capped at 121,700 shares, representing approximately 0.27% of the company's total share capital of 44.4 million shares [9][10]. - The stock purchase price is set at 69.78 yuan per share, based on the closing price prior to the board's review of the plan [10][11]. Group 4: Funding and Stock Sources - Funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted sources, with the company not providing any financial assistance [8][9]. - The shares for the ESOP will be sourced from the company's repurchased shares, with a total of 739,459 shares repurchased at an average price of 40.70 yuan per share [9][10]. Group 5: Duration and Lock-up Period - The ESOP will have a defined duration, with provisions for extension subject to board approval [11][12]. - There will be a lock-up period for the shares acquired under the ESOP, during which participants cannot sell or transfer their shares [12][13]. Group 6: Performance Assessment - The performance assessment for the ESOP will be based on the company's internal evaluation system, with individual performance ratings determining the unlock ratio of shares [12][13]. - The assessment will categorize performance into four levels, with varying unlock percentages for each level [12]. Group 7: Rights and Obligations - The company is responsible for overseeing the management of the ESOP and ensuring compliance with relevant laws and regulations [19][20]. - Participants have the right to attend meetings, vote on key issues, and receive their share of the plan's assets, while also bearing the investment risks associated with the plan [19][20].
博睿数据: 年报信息披露重大差错追究制度
Zheng Quan Zhi Xing· 2025-08-26 16:35
第一条 为了进一步提高北京博睿宏远数据科技股份有限公司(以下简称"公 司")信息披露规范运作水平,落实年报信息披露责任,提高年报信息披露的质 量和透明度,确保年报信息披露的真实性、准确性、完整性和及时性,保护投资 者的合法权益,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》")、《上市公司信息披露 管理办法》(以下简称"《信息披露管理办法》")和《上海证券交易所科创板 股票上市规则》(以下简称"《上市规则》")等有关法律、法规、规章、规范 性文件以及《北京博睿宏远数据科技股份有限公司公司章程》(以下简称《公司 章程》)、《北京博睿宏远数据科技股份有限公司信息披露管理制度》(以下简 称"《信息披露管理制度》")的有关规定,结合公司的实际情况,制定《北京 博睿宏远数据科技股份有限公司年报信息披露重大差错责任追究制度》(以下简 称"本制度")。 第二条 本制度是指年报信息披露工作中,有关人员不履行或者不正确履行 职责、义务以及其他个人原因,造成年报信息披露存在重大差错,对责任人所采 取的责任追究与处理的制度。 北京博睿宏远数据科技股份有限公司 年报信息披露重 ...
健麾信息: 第三届监事会第八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-26 16:13
Group 1 - The third meeting of the supervisory board of Shanghai Jianhui Information Technology Co., Ltd. was held on August 26, 2025, with all three supervisors present [1][2] - The supervisory board concluded that the preparation and review process of the 2025 semi-annual report complied with relevant laws and regulations, accurately reflecting the company's actual situation [1][2] - The board confirmed that there were no violations of confidentiality regulations during the preparation of the semi-annual report [1] Group 2 - The supervisory board approved the special report on the storage and actual use of raised funds for the first half of 2025, stating it reflects the situation as of June 30, 2025, accurately and objectively [2] - The report on the use of raised funds complies with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, with no violations found [2] - The voting results for the resolutions were unanimous, with 3 votes in favor and no votes against or abstaining [2]
银信科技:关于聘任公司副总经理的公告
Core Viewpoint - On August 26, Silver Trust Technology announced the appointment of a new vice president, Lin Yuan, following the fifth board meeting held on August 25, 2025 [1] Group 1 - The board of directors approved the proposal to appoint Lin Yuan as the vice president of the company [1] - The appointment is effective from the date of the board's approval until the end of the current board's term [1] - The nomination was made by the general manager, Sun Yanning, and reviewed by the board's nomination committee [1]