软件和信息技术服务业
Search documents
挖金客: 信息披露暂缓及豁免管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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].
挖金客: 防范控股股东及关联方占用资金管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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].
挖金客: 内部审计制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-12 13:13
北京挖金客信息科技股份有限公司 内部审计制度 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")内部审计工作,明确内部审计机构和人员的责任,保证审计质量,促进 经营管理,提高经济效益,根据《中华人民共和国公司法》《中华人民共和国 证券法》《中华人民共和国审计法》《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》《审计署关于内部审计工作的规定》等相关法 律、法规、规范性文件和《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》")的规定,结合公司实际情况,制订本制度。 第二条 本制度适用于公司各内部机构的与财务报告和信息披露事务相关 的所有业务环节所进行的内部审计工作。 第三条 本制度所称内部审计,是指公司内部审计部门或人员,对公司内 部控制和风险管理的有效性、财务信息的真实性和完整性以及经营活动的效率 和效果等开展的审查与评价活动。 第四条 本制度所称内部控制,是指由公司董事会、审计委员会、高级管 理人员和其他有关人员共同实施的、旨在合理保证实现以下基本目标的一系 列控制活动: (一)遵守国家法律、法规、规章及其他相关规定; 第二章 内部审计 ...
挖金客: 董事会提名委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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]
挖金客: 投资者关系管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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].
挖金客: 会计师事务所选聘制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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]
挖金客: 对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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 ...
挖金客: 印章管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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 ...
挖金客: 董事会战略委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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]
挖金客: 市值管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-12 13:13
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].