证券代码：301380 证券简称：挖金客 公告编号：2025-044 北京挖金客信息科技股份有限公司 关于部分募投项目结项并将节余募集资金用于其他募投项目、 调整募投项目内部投资结构及募投项目延期的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 北京挖金客信息科技股份有限公司（以下简称"公司"）于2025年8月12日 分别召开了第四届董事会第二次会议和第四届监事会第二次会议，审议通过了 《关于部分募投项目结项并将节余募集资金用于其他募投项目、调整募投项目内 部投资结构及募投项目延期的议案》。现将具体情况公告如下： 一、基本情况 经中国证券监督管理委员会《关于同意北京挖金客信息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]2004号文）核准，公司于2022年 应募集资金总额为人民币59,126.00万元，根据有关规定扣除发行费用7,417.75万 元后，实际募集资金金额为51,708.25万元。该募集资金已于2022年10月到账。上 述资金到账情况业经容诚会计师事务所（特殊普通合伙）容诚验字 [2022]100Z0025号《验资报告》 ...

证券代码：301380 证券简称：挖金客 公告编号：2025-045 北京挖金客信息科技股份有限公司 关于取消监事会、修订《公司章程》及制定、修订、 废止公司部分制度的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 北京挖金客信息科技股份有限公司（以下简称"公司"）于2025年8月12日 召开第四届董事会第二次会议，审议通过了《关于取消公司监事会并同步废止< 监事会议事规则>的议案》《关于修订 <公司章程> 及相关议事规则的议案》《关 于修订、制定部分公司内部治理制度的议案》。同日，公司召开了第四届监事会 第二次会议，审议通过了《关于取消公司监事会并同步废止 <监事会议事规则> 的 议案》，《关于取消公司监事会并同步废止 <监事会议事规则> 的议案》《关于修 订 <公司章程> 及相关议事规则的议案》以及《关于修订、制定部分公司内部治理 制度的议案》中的部分治理制度尚需提交公司股东大会审议。现将具体情况公告 如下： 一、关于取消公司监事会的相关情况 根据《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公司章 程指引》等相关规定，为进一步提升公司治理 ...

General Principles - The company has established working rules for independent directors to enhance its corporate governance structure in accordance with relevant laws and regulations [2][3] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2] Responsibilities and Authority - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and they must perform their duties in accordance with laws, regulations, and the company's articles of association [3] - A special meeting of independent directors is convened to fulfill their responsibilities, which can be held regularly or irregularly [3] Composition and Meeting Procedures - The special meeting is composed entirely of independent directors and is convened by a director elected by a majority of the independent directors [5] - The company must provide support for the meetings, ensuring that independent directors have access to necessary resources and professional opinions [6] Decision-Making Process - Certain matters must be reviewed and approved by the special meeting of independent directors before being submitted to the board of directors, including related party transactions and changes to commitments [7] - Independent directors have the authority to hire intermediaries for audits or consultations, propose the convening of temporary shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [8][9] Meeting Notifications and Records - Notifications for meetings should be sent at least three days in advance, detailing the time, location, agenda, and contact information [11] - Meeting records must include the date, attendees, agenda, voting results, and any differing opinions from independent directors [19][20] Additional Provisions - The working rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [26] - The board of directors is responsible for interpreting these working rules [27]

General Principles - The investment management system aims to standardize investment behavior, reduce risks, enhance returns, and protect the rights of the company, shareholders, and creditors [2] - Investments include securities, investment funds, futures, options, and other financial derivatives, utilizing cash, physical assets, and intangible assets for long-term gains [2] Investment Decision-Making and Procedures - The company's shareholders' meeting and board of directors serve as decision-making bodies for investments, with the board having the authority to review and decide on external investment matters [2][3] - Major transactions are defined by specific thresholds related to the company's audited revenue and net profit, with absolute amounts specified for different categories of transactions [2][3] Implementation and Management of External Investments - The company’s securities department is responsible for monitoring the entire process of external investment projects, including progress, funding, and effectiveness [4] - Any new developments during project implementation must be reported to the general manager within five working days, who will then discuss and analyze the situation with relevant professionals [4][6] Internal Control and Risk Management - The company must establish a robust internal control system for investments in stocks, funds, bonds, and futures, strictly controlling investment risks [5] - Investment decisions must be approved by the board or shareholders, and the company should select qualified financial institutions for entrusted management [5][6] Recovery and Transfer of Investments - The company can recover investments under specific circumstances, and the transfer of investments must comply with national laws and company regulations [6] Miscellaneous - The investment management system becomes effective upon approval by the shareholders' meeting and is subject to interpretation by the board of directors [6]

Core Points - The company has established a financial assistance management system to regulate its financial assistance activities and mitigate financial risks [1][2] - The system applies to the company and its subsidiaries, outlining the conditions under which financial assistance can be provided [1][2] - Financial assistance includes both compensated and uncompensated funding, excluding certain related parties [1][2] Summary by Sections General Provisions - The purpose of the financial assistance management system is to ensure the company's stable operation and protect its interests [1] - Financial assistance is defined as the provision of funds or loans to external parties, with specific exclusions [1][2] Approval Authority and Procedures - The finance department is responsible for assessing the risk of the assistance, which must be approved by the board of directors or shareholders [2][3] - A two-thirds majority of attending directors is required for board approval of financial assistance [2][3] - Certain conditions necessitate shareholder approval, such as high asset-liability ratios or significant assistance amounts [2][3] Information Disclosure - The company must disclose details of financial assistance, including the purpose, approval process, and risk mitigation measures [5][6] - Information about the recipient's financial status and any guarantees provided must also be disclosed [5][6] - The finance department is responsible for ongoing monitoring and reporting of any issues related to the financial assistance [6][7] Miscellaneous Provisions - Violations of the financial assistance regulations may result in economic liability for responsible personnel [7] - The management system will take effect upon approval by the board of directors and will be subject to relevant laws and regulations [7]

Core Points - The document outlines the internal reporting system for significant information at Beijing Wajinjie Information Technology Co., Ltd, ensuring timely, accurate, and complete disclosure of information that may impact stock trading and investor decisions [1][2][3] Group 1: General Provisions - The internal reporting system is designed to manage significant information that could affect the company's stock price or trading volume [1] - The system applies to the company and its subsidiaries, with specific reporting obligations for directors, senior management, and major shareholders [1][2] Group 2: Scope of Significant Information - Significant information includes important meetings, major transactions, and ongoing developments that could impact the company [2][3] - Specific thresholds for reporting major transactions are set, including transactions exceeding 10% of audited annual revenue or net profit [2][3] Group 3: Reporting Procedures - Internal information reporting obligations require timely communication to the board secretary upon knowledge of significant events [10][15] - The board secretary is responsible for evaluating and determining the necessity of public disclosure based on reported information [17] Group 4: Confidentiality Obligations - Individuals with access to significant information must maintain confidentiality until the information is publicly disclosed [12][13] - The company must control the dissemination of insider information to minimize the risk of leaks [12][13] Group 5: Responsibilities and Accountability - The board of directors is responsible for overseeing the internal reporting and disclosure processes [22][30] - Failure to comply with reporting obligations can result in disciplinary actions, including potential termination and liability for damages [30][31]

General Principles - The rules aim to improve the corporate governance structure of Beijing Wajingke Information Technology Co., Ltd. and standardize the decision-making processes of the board of directors [2] - All directors are obligated to adhere to the Company Law and the company's articles of association, fulfilling their duties with loyalty and diligence [2] Composition and Powers of the Board - The board consists of 7 directors, including 3 independent directors and 4 non-independent directors [3] - Directors are elected or replaced by the shareholders' meeting and can be dismissed before their term ends [4] - The board has the authority to convene shareholder meetings, report on work, and propose significant corporate actions such as mergers and acquisitions [3][4] Board Meetings - The board must hold at least two regular meetings annually, with notifications sent 10 days in advance [14] - A temporary meeting can be called with 3 days' notice, and urgent meetings can be convened with immediate notification [14][15] - A quorum requires the presence of more than half of the directors [9] Voting and Decision-Making - Decisions are made by a majority vote of the directors present, with each director having one vote [29] - Directors must avoid conflicts of interest during voting, and specific rules govern the delegation of voting rights [12][9] - Meeting records must include details such as time, location, attendees, and voting results [38] Execution and Feedback of Resolutions - Resolutions passed by the board must be submitted to the shareholders' meeting for approval before implementation [43] - The chairman is responsible for ensuring the execution of board resolutions and reporting on their implementation in subsequent meetings [44] Amendments and Validity - The rules are subject to revision by the board and take effect upon approval by the shareholders' meeting [47] - Any conflicts between these rules and applicable laws or regulations will defer to the latter [46]

Core Points - The company has established a fundraising management system to ensure the safety of raised funds and protect investors' rights [2][3] - The system outlines the procedures for the storage, use, and management of raised funds, including the requirement for a tripartite supervision agreement with financial advisors and banks [4][5] - The company is responsible for the detailed planning and transparent implementation of fundraising projects, ensuring compliance with legal and regulatory requirements [6][7] Fundraising Storage - The company must open a dedicated bank account for storing raised funds, which cannot be used for other purposes [8][9] - Any excess funds raised beyond the planned amount must also be managed within the dedicated account [10] Fundraising Usage - The company is required to use raised funds in accordance with the commitments made in the prospectus and cannot change the use of funds without proper procedures [11][12] - Funds cannot be used for high-risk investments or financial investments such as securities trading [13][14] - The company must ensure that the use of funds is legitimate and that there are measures in place to prevent misuse by controlling shareholders or related parties [15][16] Project Changes - Changes to fundraising projects must be approved by the board of directors and, if necessary, the shareholders' meeting [17][18] - The company must conduct feasibility analyses for new investment projects to ensure they have good market prospects and profitability [19][20] Management and Supervision - The company must provide accurate disclosures regarding the storage, management, and use of raised funds, including regular reports to the board [21][22] - Internal audits and external reviews by financial advisors are required to ensure compliance with the fundraising management system [23][24]

Core Viewpoint - The document outlines the information disclosure deferral and exemption management system for Beijing Wajinjie Information Technology Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [2][3]. Group 1: General Provisions - The system is established to regulate the deferral and exemption of information disclosure by the company and its related parties, ensuring compliance with the Securities Law of the People's Republic of China and other relevant regulations [2]. - Information disclosure obligations are subject to the regulations of the Shenzhen Stock Exchange and the company's internal management system [2][3]. Group 2: Scope of Deferral and Exemption - Information that is uncertain or classified as temporary business secrets may be deferred if timely disclosure could harm the company's interests or mislead investors [3][4]. - Information that is classified as state secrets or business secrets may be exempted from disclosure if revealing it would violate laws or regulations, lead to unfair competition, or harm the interests of the company and investors [3][4]. Group 3: Internal Management Procedures - The company’s board of directors oversees the management of deferral and exemption requests, with the board secretary coordinating the process [4][5]. - A formal application process is required, including filling out an approval form and obtaining necessary signatures from relevant department heads [5][6]. Group 4: Responsibilities and Accountability - The company has established a responsibility accountability mechanism for deferral and exemption practices, with potential penalties for those who violate the established procedures [6][7]. - The board of directors is responsible for formulating, modifying, and interpreting the system, which takes effect upon approval [7].

Core Viewpoint - The document outlines the management system established by Beijing Wajinjie Information Technology Co., Ltd. to prevent the controlling shareholder and related parties from occupying the company's funds, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Definition and Scope - The system defines fund occupation as including both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving expenses, loans, and guarantees without proper compensation [1][2]. - The system applies to fund transactions between the company and its controlling shareholders, actual controllers, and related parties, including subsidiaries [2][3]. Group 2: Principles of Prevention - Controlling shareholders and related parties are prohibited from using unfair related transactions or other means to occupy company funds, thereby protecting the rights of the company and other shareholders [3][4]. - The company must implement timely settlement of related transactions to avoid abnormal operational fund occupation [4][5]. Group 3: Restrictions on Fund Occupation - Specific actions that constitute fund occupation by controlling shareholders include requiring the company to cover expenses, repay debts, or provide loans without proper transaction backgrounds [3][4]. - The company must prevent non-operational fund occupation through regular checks by the finance and internal audit departments [4][5]. Group 4: Responsibilities and Accountability - The board of directors and senior management are responsible for safeguarding company funds and must act diligently to prevent fund occupation by controlling shareholders [6][7]. - In cases of fund occupation, the board must take effective measures to stop the infringement and may report to regulatory authorities if necessary [7][8]. Group 5: Legal and Regulatory Compliance - The company must adhere to legal requirements and internal regulations regarding related transactions and external guarantees, ensuring proper disclosure and approval processes [8][9]. - Any violations of the system that result in negative impacts on the company will lead to administrative and economic penalties for responsible parties [9].