Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Management system for shares held by directors, supervisors and senior managers and their changes
general provisions
Article 1 in order to regulate the behavior of directors, supervisors and senior managers of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company” or “the company”) in buying and selling shares and shareholding changes of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “Securities Law”) Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the “Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “standardized operation guidelines”) This system is hereby formulated in accordance with the regulations on the management of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the management of the company’s directors, supervisors, senior managers and securities affairs representatives, natural persons, legal persons or other organizations specified in Article 24 of this system, and shareholders holding more than 5% of the company’s shares holding and trading the company’s shares.
Article 3 the senior managers mentioned in this system refer to the senior managers of the company appointed by the board of directors and other senior managers of the company specified in the articles of association.
Article 4 the shares of the company held by the directors, supervisors, senior managers and securities affairs representatives of the company refer to all the shares of the company registered in their names; Those engaged in margin trading also include the shares of the company recorded in their credit accounts. The directors, supervisors, senior managers and securities affairs representatives of the company entrust others to buy and sell stocks on their behalf, which shall be regarded as their own behavior, and shall also abide by the system and fulfill relevant inquiry and reporting obligations.
Article 5 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall not engage in margin trading with the company’s shares as the underlying securities.
Chapter II holding and reporting requirements
Article 6 the company and its directors, supervisors, senior managers and securities affairs representatives shall ensure that the data they report to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “Shenzhen Branch”) are true, accurate, timely and complete, Agree that the Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 7 the directors, supervisors, senior managers and securities affairs representatives of the company shall entrust the company to report the identity information (including name, position, ID card number, etc.) of their individuals and their relatives (including spouse, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange and China Clearing Shenzhen Branch within the following time:
(I) when the company’s directors, supervisors, senior managers and securities affairs representatives apply for stock listing;
(II) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(III) within 2 days after the appointment of the new senior management representative of the securities trading company;
(IV) the current directors, supervisors, senior managers and securities affairs representatives of the company within 2 trading days after the change of their declared personal information;
(V) the current directors, supervisors, senior managers and securities affairs representatives of the company within 2 trading days after leaving office;
(VI) other time required by Shenzhen Stock Exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to manage their shares of the company in accordance with relevant regulations.
Article 8 if, due to the public or non-public issuance of shares, the implementation of equity incentive plan and other circumstances, the company makes additional transfer price, additional performance assessment conditions, set sales restriction period and other restrictive conditions for the transfer of shares held by directors, supervisors, senior managers and securities affairs representatives, when handling the procedures of share change registration or exercise, Apply to Shenzhen Stock Exchange and CSDCC Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions.
Article 9 Where the directors, supervisors, senior managers and securities affairs representatives of the company have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of China Clearing Shenzhen Branch; Before account consolidation, CSDCC Shenzhen Branch shall lock and unlock each account according to regulations.
Article 10 the company shall, in accordance with the requirements of CSDCC Shenzhen Branch, confirm the information related to share management of directors, supervisors, senior managers, securities affairs representatives and their relatives, and feed back the confirmation results in time.
Chapter III General principles and provisions for trading the company’s shares
Article 11 before the company’s directors, supervisors, senior managers and securities affairs representatives and the natural persons, legal persons or other organizations specified in Article 21 of the system buy and sell the company’s shares and their derivatives, the directors, supervisors, senior managers and securities affairs representatives shall notify the Secretary of the board of directors in writing of their trading plans 2 trading days in advance, The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If the trading behavior may violate the company law, the securities law, the measures for the administration of the acquisition of listed companies and the rules of the Shenzhen Stock Exchange, or there may be improper circumstances, the Secretary of the board of directors shall timely notify the directors, supervisors and Senior managers and securities affairs representatives, and prompt relevant risks.
Article 12 the shares of the company held by the directors, supervisors and senior managers of the company shall be locked regularly according to the letter of commitment from the date of listing and trading of the company’s shares, and the shares transferred through centralized bidding, block trading and agreement transfer shall not exceed 25% of the total shares of the company held by them every year during their tenure after the expiration of the lock, due to judicial enforcement, inheritance Except for the change of shares caused by bequest, division of property according to law, etc.
If a director, supervisor or senior manager leaves office before the expiration of his term of office, he shall continue to abide by the following restrictive provisions during the term of office determined at the time of taking office and within six months after the expiration of his term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares of the company it holds; (II) he shall not transfer his shares of the company within six months after the expiration of his term of office;
(III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
When the company’s directors, supervisors and senior managers hold no more than 1000 shares of the company, they can sell all the shares at one time without being limited by the transfer proportion in the preceding paragraph.
Article 13 on the first trading day of each year, CSDCC Shenzhen Branch shall calculate the legal limit of transferable shares of the current year at 25% based on the number of shares of the company registered in the name of the directors, supervisors and senior managers of the company on the last trading day of the previous year; At the same time, CSDCC Shenzhen Branch unlocked the tradable shares with unlimited sales conditions within the amount of transferable shares held by this person this year.
When there is a decimal in the calculation of the lockable limit, it shall be rounded to the nearest whole number; When an account holds less than 1000 shares of the company, the amount of transferable shares in the current year is the number of shares of the company it holds. If the shares of the company held by directors, supervisors and senior managers change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares in the current year shall be changed accordingly.
During the period of stock lock-in, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers, such as the right of return, voting right and preemptive placement right, will not be affected.
Article 14 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, CSDCC Shenzhen Branch will lock the shares of the company registered in the securities account opened under the ID card number according to the lock-in period of the letter of commitment signed by them;
If the company has been listed for one year, the shares of the company with unlimited sales conditions newly added in the securities account of the company’s directors, supervisors and senior managers through secondary market purchase, convertible bonds to shares, exercise, agreement transfer, etc. during the year will be automatically locked at 75%; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year.
If the company has been listed for less than one year, the newly added shares of the company in the securities accounts of the directors, supervisors and senior managers of the company shall be automatically locked at 100%.
Article 15 if the directors, supervisors and senior managers of the company are suspected of illegal transactions, CSDCC Shenzhen branch may lock the shares of the company registered in its name in accordance with the requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange.
Article 16 if the shares held by the directors, supervisors and senior managers of the company expire 18 or 12 months after their actual resignation and the conditions for lifting the restrictions on sales are met, the above-mentioned personnel may entrust the company to apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch for unlocking.
Article 17 from the date of actual departure announced by the directors, supervisors and senior managers of the company, the shares held by the resigned personnel will be locked up according to the regulations of Shenzhen Stock Exchange. Within 6 months from the actual date of departure announced by the resigned personnel, the increased shares of the resigned personnel in the company will also be locked.
Article 18 If a director, supervisor or senior manager of the company is nominated as a director, supervisor or senior manager of the company again within three years after leaving office, he shall timely report the reasons for appointment and the trading of shares of the company after leaving office to the company in writing and disclose to the public.
Article 19 If the directors, supervisors and senior executives reduce their shares through the centralized bidding transaction of the Shenzhen Stock Exchange, they shall report the reduction plan to the Shenzhen Stock Exchange 15 trading days before the first sale, record it in the Shenzhen Stock Exchange and make an announcement.
The contents of the reduction plan include but are not limited to the number, source, reason, method, reduction time range, price range and other information of the shares to be reduced.
The reduction time interval of each disclosure shall not exceed six months. Within the time range of reduction, when the number of reduction is more than half or the time of reduction is more than half, the directors, supervisors and senior managers shall disclose the progress of reduction.
In case of major events such as high transfer, merger and reorganization within the time period of reduction, the company shall simultaneously disclose the progress of reduction and explain the relevance between this reduction and the above-mentioned major events.
Chapter IV prohibited acts of stock trading
Article 20 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
（1） Within one year from the date of listing and trading of the company’s shares;
（2） Within half a year after the resignation of directors, supervisors and senior managers; If the directors, supervisors and senior managers of the company resign within six months from the date of the company’s initial public offering and listing, they shall not transfer the shares of the company directly held by them within 18 months from the date of announcement of actual resignation; In case of resignation between the seventh month and the twelfth month from the date of IPO listing, the company’s shares directly held by him shall not be transferred within 12 months from the date of announcement of actual resignation.
（3） Directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; （4） Directors, supervisors and senior managers are suspected of securities and futures violations and crimes, during the period when they are filed for investigation by the CSRC or judicial organs, and less than six months after the administrative punishment decision and criminal judgment are made;
（5） Directors, supervisors and senior managers who have been publicly condemned by the stock exchange for violating the self-discipline rules of the stock exchange for less than three months;
（6） Other circumstances stipulated by laws, regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange.
Article 21 the company’s directors, supervisors, senior managers, securities affairs representatives and the spouses of the above-mentioned persons shall not buy or sell the company’s shares during the following periods:
（1） 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
（2） Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
（3） From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives, or from the date of entering the decision-making process to the date of disclosure according to law;
（4） Other periods prescribed by the CSRC or the Shenzhen Stock Exchange.
The directors, supervisors, senior managers and securities affairs representatives of the company shall urge their spouses to abide by the provisions of the preceding paragraph and bear corresponding responsibilities.
Article 22 in violation of the relevant provisions of the securities law, the directors, supervisors and senior managers of the company sell their shares of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall be owned by the company, and the board of directors of the company will recover the proceeds.
For multiple purchases, the time of the last purchase shall be taken as the starting point of the six-month sales prohibition period; For multiple sales, the time of the last sale shall be taken as the starting point of the six-month purchase prohibition period.
Article 23 where shareholders holding more than 5% of the company’s shares buy and sell the company’s shares, the provisions of Article 22 of this system shall apply. If a securities company holds more than 5% of the company’s shares due to the purchase of after-sales surplus shares by underwriting, the sale of the shares is not subject to the six-month time limit stipulated in Article 22 of this system.
Article 24 the directors, supervisors and senior managers of the company shall ensure that the following natural persons, legal persons or other organizations do not buy or sell the company’s shares and their derivatives due to insider information:
（1） Spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company;
（2） Legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
（3） Securities affairs representatives of the company and their spouses, parents, children, brothers and sisters;
（4） Other natural persons, legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange or the company in accordance with the principle of substance over form, who have special relations with the company or its directors, supervisors and senior managers and may get inside information.
Where the above-mentioned natural persons, legal persons or other organizations buy and sell the shares of the company and their derivatives, the provisions of Article 21 of this system shall apply.
Article 25 Where a listed company is under any of the following circumstances, the directors, supervisors and supervisors shall not reduce the shares of the company they hold from the date of making the relevant decision until the listing of the company’s shares is terminated or resumed:
(I) the listed company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information;
(II) the listed company is suspected of the crime of fraudulent issuance or is involved in
