Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Rules of procedure of the board of directors
(February 2022)
Chapter I General Provisions
Article 1 in order to establish a sound corporate governance structure, standardize the decision-making behavior of the board of directors of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “company”) and ensure the legalization, scientization and institutionalization of the decision-making of the board of directors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These rules are formulated in combination with the actual situation of the company, including the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the guidelines for the governance of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of 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 the board of directors shall be responsible to the general meeting of shareholders. The board of directors shall comply with the company law and other laws, regulations, normative documents, the articles of association and these rules and perform its duties.
Chapter II composition of the board of directors
Article 3 the board of directors is composed of 7 directors, including 3 independent directors.
The board of directors shall have one chairman and one vice chairman if necessary to assist the chairman in his work. The chairman and vice chairman shall be elected and removed by more than half of all directors of the company. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties. If there is no vice chairman or the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Directors may be concurrently held by senior managers, but the total number of directors concurrently holding senior management positions shall not exceed 1 / 2 of the total number of directors of the company.
Article 4 the board of directors of the company has a strategy committee, an audit committee, a remuneration and assessment committee and a nomination committee. The board of directors may establish other special committees and adjust the existing committees as needed.
Article 5 the board of directors shall have a secretary of the board of directors, who shall be nominated by the chairman and appointed or dismissed by the board of directors.
Chapter III functions and powers of the board of directors
Article 6 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final settlement plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VI) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing;
(VII) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company, and decide on their remuneration, rewards and punishments; Appoint or dismiss the company’s deputy general manager, chief financial officer and other senior managers according to the nomination of the general manager, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Formulate the stock acquisition plan of the company;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to appoint or dismiss the accounting firm;
（16） Review and approve other major connected transactions other than those required by laws, regulations and normative documents to be approved by the general meeting of shareholders, and make a special report to the general meeting of shareholders on the implementation of the management system of connected transactions and connected transactions;
（17） Listen to the work report of the general manager of the company and check the work of the general manager;
（18） Other functions and powers stipulated by laws, regulations, normative documents and the articles of association and authorized by the general meeting of shareholders.
Article 7 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donation, and establish strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval. Among them, the following transactions (except the provision of guarantee and financial assistance) shall be approved by the board of directors:
（1） The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
（2） The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
（3） The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
（4） The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
（5） The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
External guarantees shall be submitted to the board of directors for deliberation. When the external guarantee is submitted to the board of directors for deliberation, it shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors.
Related party transactions between the company and related parties (except for providing guarantees) that meet one of the following standards shall be submitted to the board of directors for deliberation and approval:
(I) transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;
(II) the transaction amount between the company and its affiliated legal person accounts for more than 0.1% of the company’s latest audited total assets or market value and exceeds 3 million yuan.
If the company intends to conduct connected transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation. The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
Article 8 when performing its duties, the board of directors has the right to hire lawyers, certified public accountants and other professionals to provide services and professional opinions, and the reasonable expenses incurred shall be borne by the company.
Article 9 the chairman of the board of directors shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders;
(II) convene and preside over the meetings of the board of directors;
(III) supervise and inspect the implementation of the resolutions of the board of directors;
(IV) nominate the general manager and Secretary of the board of directors of the company;
(V) sign the company’s shares, bonds and other securities;
(VI) exercise the functions and powers of the legal representative;
(VII) in case of major emergencies or other emergencies of the company, take emergency measures in line with the interests of the company and report to the board of directors and the board of supervisors immediately;
(VIII) other functions and powers authorized by the board of directors.
Article 10 the Secretary of the board of directors shall be responsible for the organization, preparation and coordination of the meeting of the board of directors, including arranging the agenda of the meeting, preparing the meeting documents, organizing the meeting, and drafting the minutes of the meeting, resolutions and minutes of the meeting.
Chapter IV convening procedures of board meeting
Section I convening method of board meeting
Article 11 the meetings of the board of directors are divided into regular meetings and interim meetings. Regular meetings shall be held at least twice a year and convened by the chairman of the board.
Under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 days after receiving the proposal: (I) the proposal of shareholders representing more than 1 / 10 of the voting rights of the company;
(II) more than 1 / 3 of the directors’ proposals;
(III) proposal of the board of supervisors;
Article 12 Where an interim meeting of the board of directors is proposed in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the Secretary of the board of directors or directly. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) clear and specific proposals;
(IV) contact information and proposal date of the proposer.
The contents of the proposal shall comply with the relevant provisions of these rules. After receiving the above written proposal, the Secretary of the board of directors shall timely transmit it to the chairman of the board of directors. If the chairman believes that the content of the proposal is not clear and specific, he may require the proposer to modify or supplement it.
Section II proposal and notice of board meeting
Article 13 the following persons or institutions may submit proposals to the board of directors:
(I) shareholders who individually or jointly hold more than 10% of the shares of the company;
(II) chairman;
(III) more than one-third of the directors;
(IV) more than half of the independent directors;
(V) special committees of the board of directors;
(VI) board of supervisors;
(VII) general manager.
Article 14 any proposal that must be submitted to the board of directors for discussion shall be submitted in writing. The proposal shall include the name of the proposer and the date of the proposal.
The contents of the proposal shall fall within the scope of the board of directors’ functions and powers specified in the articles of association, and the materials related to the proposal shall be submitted together.
Article 15 to convene a regular board meeting, all directors and supervisors shall be notified 10 days before the meeting is held; When convening an interim board meeting, all directors and supervisors shall be notified 5 days before the meeting. In case of emergency, the convening of an interim board meeting may not be subject to the time limit of the above-mentioned meeting notice, but a reasonable notice shall be given. Article 16 the notice of the board meeting shall be issued in the following forms:
(I) regular meetings shall be notified in writing, which includes mail, registered mail, fax, telegram, e-mail and other means sent by special personnel;
(II) in principle, the temporary meeting shall be notified in writing. If the time is urgent, it can be notified by telephone, and a written notice shall be sent later.
Article 17 the written notice of the board meeting shall include the following contents:
(I) time, place and method of the meeting;
(II) convener of the meeting;
(III) duration of the meeting;
(IV) reasons, agenda and topics;
(V) for meetings not convened by the chairman of the board of directors, the situation and the basis for convening the board of directors shall be explained;
(VI) the date of the notice;
(VII) name and contact information of the meeting contact person.
The oral notice of the meeting of the board of directors shall at least include the contents of item (I) above and the explanation that the interim meeting of the board of directors needs to be held as soon as possible in case of emergency.
Article 18 after receiving the meeting notice, each person who should attend the meeting shall inform the Secretary of the board of directors or the contact person designated in the meeting notice whether to attend the meeting as soon as possible.
Notice of a meeting shall be deemed to have been given to a director who has attended the meeting and has not raised an objection that he has not received the notice of the meeting before or at the meeting.
Article 19 in principle, the meeting materials shall be delivered to all directors within the time specified in Article 15 of these rules. If the notice is sent later, the company shall give the directors enough time to familiarize themselves with the relevant materials. If more than half of all directors or two or more independent directors believe that the meeting materials are insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the deliberation of the proposal, which shall be adopted by the board of directors, and the company shall disclose the relevant information in time.
Article 20 in principle, the meeting of the board of directors shall not consider proposals not listed in the meeting notice. If a new proposal needs to be added under special circumstances, it shall be considered and voted upon with the consent of more than half of all directors.
Section III convening of board meeting
Article 21 in principle, the meeting of the board of directors shall be held in the form of on-site meeting. On the premise of ensuring that directors can fully express their opinions, teleconference, video conference and other methods can be adopted. For proposals that need to be considered and approved by means of resolutions of the board of directors, but the communication and discussion between directors is not necessary, they can be carried out by means of written transmission and signature.
Article 22 the meeting of the board of directors shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the matters of agency, the scope of authorization and the period of validity, and shall be signed or sealed by the principal. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization.
Article 23 entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf, and related directors shall not accept the entrustment of non related directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors.
Article 24 the meeting of the board of directors can be held only when more than half of the directors are present.
Article 25 If the meeting of the board of directors is held in the form of teleconference or video conference, it shall be ensured that the participating directors can hear the speeches of other directors and communicate with each other. The board meeting held in this way shall be recorded or videotaped.
Article 26 the meeting of the board of directors shall be convened and presided over by the chairman. If the chairman fails to perform or is unable to perform his functions and powers, a director jointly recommended by more than half of the directors shall perform his functions and powers on his behalf.
Article 27 the chairman of the meeting shall announce the meeting at the scheduled time. After the meeting is officially started, the directors attending the meeting shall first reach an agreement on the agenda.
Article 28 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
The directors may express their opinions on various proposals. If other participants request to speak, they shall obtain the consent of the chairman of the meeting. In case of any situation that hinders the normal progress of the meeting or affects the speech of directors at the meeting, the chairman of the meeting shall stop it in time.
Article 29 the directors shall carefully read the relevant meeting materials and review independently on the basis of full understanding of the situation
