Core Points - The company, Beijing Waluer Information Technology Co., Ltd., was established through the overall change of Beijing Waluer Information Technology Co., Ltd. and registered with the Haidian Branch of the Beijing Market Supervision Administration [2] - The company was approved by the China Securities Regulatory Commission to issue 17 million shares of ordinary stock to the public on September 1, 2022, and was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on October 25, 2022 [2][3] - The registered capital of the company before the initial public offering was RMB 51 million, which increased to RMB 68 million after the IPO, and further increased to RMB 69.925816 million after a specific issuance of 1,925,816 shares in 2023 [2][3] Company Structure - The chairman serves as the legal representative of the company, and if the legal representative resigns, a new representative must be appointed within 30 days [3] - The company is a permanent stock company, and its articles of association are legally binding on the company, shareholders, directors, and senior management [3][4] Business Objectives and Scope - The company's business objective is to promote the healthy development of the digital economy through digital technology innovation and application, creating value for customers, enhancing returns for shareholders, and generating wealth for society [4] - The business scope includes technology services, technical consulting, real estate leasing, cultural activities organization, and various sales activities, among others [5] Share Issuance and Management - The company's shares are issued in the form of stocks, and the issuance must adhere to principles of fairness and justice, ensuring equal rights for all shares of the same type [6] - The total number of shares issued by the company is 101,392,433 shares, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [13] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [48] - Shareholder meetings require proper notification and must include specific details such as time, location, and agenda [61][62] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80] - The company must ensure that the voting process is transparent and that the interests of minority investors are protected [34]

General Principles - The document outlines the work rules for the Nomination Committee of Beijing Wajingke Information Technology Co., Ltd, aiming to standardize the selection of directors and senior management, and improve corporate governance [1][2] - The Nomination Committee is a specialized body under the board of directors, responsible for researching and proposing candidates for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three members, with two being independent directors [2][3] - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2][3] - The term of the Nomination Committee aligns with that of the board, and members can be re-elected [2][3] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [3][4] - It must propose nominations or dismissals of directors and appointments or terminations of senior management to the board [3][4] Decision-Making Procedures - The selection process for directors and senior management involves communication with relevant departments, candidate searches, and qualification reviews [4][5] - The committee must submit written reports and proposals to the board for approval [4][5] Meeting Guidelines - Meetings are held as needed, with a requirement for two-thirds of members to be present for decisions [6][7] - Members can attend in person or delegate their voting rights to another member [6][7] Voting and Documentation - Each member has one vote, and decisions require a majority approval [7][8] - Meeting records, including notifications and resolutions, must be maintained for ten years [8][9] Confidentiality and Compliance - Members and attendees are obligated to keep the contents of resolutions confidential until officially disclosed [8][9] - Any matters not covered by these rules will follow national laws and the company's articles of association [9]

Core Viewpoint - The company establishes an investor relations management system to enhance communication with investors, improve understanding and recognition of the company, and promote a healthy interaction relationship, thereby increasing the company's integrity and governance structure [1]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company's investor relations management must adhere to legal and regulatory requirements, industry norms, and internal rules [2]. - Equality Principle: The company must treat all investors equally, especially facilitating participation for small and medium investors [2]. - Proactivity Principle: The company should actively engage in investor relations activities, listen to investor feedback, and respond to their demands in a timely manner [2]. - Honesty and Integrity Principle: The company must emphasize integrity, adhere to standards, and create a healthy market environment during investor relations activities [2]. Group 2: Content and Methods of Investor Relations Management - Target Audience: The investor relations management work targets investors, securities analysts, media, regulatory authorities, and other relevant individuals and institutions [3]. - Communication Channels: The company should utilize multiple channels and platforms for investor relations management, including new media, phone, email, and investor education bases [2][3]. - Disclosure of Information: Legally required information must be disclosed on the stock exchange's website and made available for public review [3]. Group 3: Responsibilities and Structure - Management Responsibility: The chairman of the board is the primary responsible person for investor relations management, with the board secretary handling daily operations [4]. - Staff Qualifications: Personnel involved in investor relations must possess good character, professional knowledge, and strong communication skills [5]. - Complaint Handling: The company is responsible for handling investor complaints and must establish a mechanism for addressing investor demands [7]. Group 4: Investor Relations Activities - Information Disclosure: Investor relations activities must be based on publicly disclosed information, and any sensitive or undisclosed information must not be shared [6]. - Annual Report Meetings: The company should hold annual report performance briefings within fifteen trading days after the report is disclosed, involving key management personnel [7]. - Record Keeping: The company must maintain detailed records of investor relations activities, including participant details, communication content, and any potential information leaks [10][11].

General Principles - The company establishes a system for the selection of accounting firms to enhance financial information quality and protect shareholder interests, in accordance with relevant laws and regulations [1][2] - The selection process must be approved by the audit committee, the board of directors, and ultimately decided by the shareholders' meeting [1][2] Responsibilities and Authority - The audit committee is responsible for the selection and supervision of the accounting firm, including proposing the selection process and evaluating the performance of the hired firm [2][5] - The audit committee must remain vigilant regarding specific situations such as changes in accounting firms close to the reporting date or significant changes in audit fees [2][6] Quality Requirements for Accounting Firms - Selected accounting firms must meet specific criteria, including a good record of professional quality, a solid organizational structure, and familiarity with relevant laws and regulations [3][4] Selection Process - The selection of accounting firms should be conducted through competitive negotiation, public bidding, or invitation bidding to ensure fairness and transparency [4][5] - The evaluation criteria for selecting accounting firms must include audit fees, qualifications, quality management, and resource allocation, with quality management weighted at no less than 40% [5][6] Contractual and Reporting Obligations - The company must ensure that contracts with accounting firms include clauses for information security and that the firms adhere to these obligations [7][8] - The audit committee must evaluate the performance of the accounting firm annually and report to the board of directors [8][11] Conditions for Replacement of Accounting Firms - The company must replace the accounting firm under certain conditions, such as significant quality defects in audit reports or delays in audit work that affect timely reporting [9][10] - If a firm requests to terminate its services, the audit committee must investigate the reasons and report to the board [10][11] Supervision and Compliance - The audit committee is tasked with monitoring the compliance of the selected accounting firm with relevant laws and regulations [11][12] - Any serious violations by the accounting firm may lead to the company ceasing to hire them for financial audits [12][13]

北京挖金客信息科技股份有限公司 对外担保管理制度 第一章 总则 第四条 公司为关联方提供的担保，须按照《关联交易管理制度》所规定 的关联交易决策程序执行。 第二章 基本原则 第五条 公司对外担保应当遵循平等、自愿、公平、诚信、互利的原则。 公司有权拒绝任何强令其为他人提供担保的行为。 第六条 公司对外担保应当遵循合法、审慎、互利、安全的原则，严格控 制担保风险。 本制度所称公司及控股子公司的对外担保总额，是指包括公司对控股子公司 担保在内的公司对外担保总额与控股子公司对外担保额之和。 本制度所称控股子公司是指公司对其拥有实际控制权的控股子公司。本制 度所称总资产和净资产以公司合并报表为统计口径。 第三条 本制度适用于公司及控股子公司，控股子公司发生对外担保，应 参照本制度报公司董事会或股东会审议通过后实施。 第一条 为规范北京挖金客信息科技股份有限公司（以下简称"公司"）对 外担保行为，有效防范公司对外担保风险，确保公司资产安全，维护投资者的利 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 民法典》（以下简称"《民法典》"）《深圳证券交易所创业板股票上市规则》 （以下简称"《创业 ...

北京挖金客信息科技股份有限公司 印章管理制度 第一章 总则 第一条 为进一步规范北京挖金客信息科技股份有限公司（以下简称"公 司"）印章使用、保管等行为，保证公司印章使用的合法性、规范性和安全性， 维护公司利益，加强公司印章的管理，结合公司实际，特制定本管理制度。 第二条 本管理制度所指印章包括公司向公安机关登记的公司中文法定名称 章、法定代表人名章、合同专用章、财务专用章、发票专用章、董事会印章等具 有法律效力的印章及电子印章。 第三条 本管理制度适用于公司印章的日常使用及管理，各分支机构及子公 司参照本管理制度执行。 第二章 印章的使用范围及管理职责 第四条 公司各类印章的使用范围 （一）公章：用于以公司名义向上级国家机关、市区政府部门等发出的重要 公函和文件；以公司名义出具的证明、函件，下发的各类内部文件和以公司名义 签订的各类合同、协议等具有法律约束力的文件。 （二）法定代表人印章：以法人名义签署的合同；以法人名义对外发出的各 类公函、报告等公文；以法人名义发布的委托书、授权书、证明书、意向书；财 务办理银行业务资料等。 （三）财务专用章：包括财务专用章、发票专用章、收款专用章、作为银行 预留印鉴使用 ...

Core Viewpoint - The company establishes a value management system aimed at enhancing its market value and shareholder returns through strategic management practices and compliance with relevant laws and regulations [2][4]. Group 1: Purpose and Principles of Value Management - The core purpose of value management is to align the company's market value with its intrinsic value by focusing on core business, improving operational efficiency, and enhancing value creation capabilities [3][4]. - The basic principles of value management include compliance, systematic approach, honesty and integrity, normalization, and proactivity [3][4]. Group 2: Organizational Structure and Responsibilities - The board of directors leads the value management efforts, with the chairman as the primary responsible person and the board secretary overseeing specific tasks [5][6]. - The board is responsible for establishing an internal control system for value management, considering investor interests in major decision-making processes [5][6]. Group 3: Main Methods of Value Management - The company should focus on its core business and improve profitability through methods such as mergers and acquisitions, equity incentives, cash dividends, investor relations management, information disclosure, and share buybacks [7][8]. - The company is encouraged to maintain compliance and avoid manipulative practices in its value management activities [8][9]. Group 4: Monitoring and Early Warning Mechanism - The securities department is tasked with monitoring key indicators like market value and price-to-earnings ratio, setting reasonable warning thresholds to trigger analysis and reporting [9]. - In the event of significant stock price declines, the company must analyze the causes, communicate with investors, and consider measures like share buybacks or cash dividends to stabilize the stock price [9][10].

Core Points - The article outlines the working rules of the Strategic Committee of Beijing Wajinjie Information Technology Co., Ltd, aimed at enhancing the company's core competitiveness and improving decision-making processes [1][2][3] Group 1: General Provisions - The Strategic Committee is established under the Board of Directors to research and propose suggestions on the company's long-term development strategy and major investment decisions [1] - The committee consists of 5 members, including at least 1 independent director, and is responsible for reporting to the Board of Directors [2] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include formulating long-term development strategies, researching major investment financing plans, and addressing other significant matters affecting the company's development [3] - The committee's proposals must be submitted to the Board of Directors for review and decision [3] Group 3: Meeting Rules - Meetings of the Strategic Committee are primarily held in person, but can also utilize video or phone conferencing when necessary [5] - A quorum of two-thirds of the committee members is required to hold a meeting, and decisions are made based on majority votes [6] Group 4: Documentation and Confidentiality - Meeting records must be kept, and all attendees are required to maintain confidentiality regarding the resolutions [6][8] - The committee's meeting archives are to be preserved for a period of 10 years [6]

北京挖金客信息科技股份有限公司 外汇套期保值业务管理制度 第一章 总则 第一条 为规范北京挖金客信息科技股份有限公司（以下简称"公司"）及合 并报表范围内子公司（以下统称"子公司"）的外汇套期保值业务及相关信息披 露工作，加强对外汇套期保值业务的管理，防范投资风险，健全和完善公司外 汇套期保值业务管理机制，确保公司资产安全，根据《中华人民共和国公司法》 《中华人民共和国证券法》《深圳证券交易所创业板股票上市规则》《上市公司 信息披露管理办法》《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《北京挖金客信息科技股份有限公司章程》（以下简称"《 公司章程》"）等有关规定，结合公司实际情况，制定本制度。 第二条 本制度所称的外汇套期保值交易是指为满足公司正常生产经营需要， 在银行及金融机构办理的用于规避和防范外汇汇率或外汇利率风险的外汇套期 保值业务，主要包括但不限于：远期结售汇、外汇掉期、外汇期权、利率互换、 货币互换、利率掉期、利率期权或上述产品的组合。 第三条 本制度适用于公司及合并报表范围内子公司的外汇套期保值业务。 公司及子公司开展外汇套期保值业务，应当参照本制度相关规定，履行相关 ...

北京挖金客信息科技股份有限公司 独立董事工作制度 第一章 总 则 第一条 为了促进北京挖金客信息科技股份有限公司（以下简称"公司"或"本 公司"）规范运作，维护公司利益，保障全体股东，特别是中小股东的合法权益 不受侵害，根据《中华人民共和国公司法》（以下简称"《公司法》"）《上市公司 独立董事管理办法》《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》《北京挖金客信息科技股份有限公司章程》（以下简称"《公司 章程》 "）的有关规定，制定本制度。 第二条 独立董事是指不在公司担任除董事以外的其他职务，并与公司及其 主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行 独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按 照相关的法律、行政法规、中国证券监督管理委员会（以下简称"中国证监会"） 规定、证券交易所业务规则和《公司章程》的要求，认真履行职责，在董事会中 发挥参与决策、监督制衡、专业咨询作用，维护公司整体利益，保护中小股东合 法权益。独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单 位或者个人的影响。 第四条 ...