Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Comparison table for revision of insider registration and filing system
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”) held the seventh meeting of the third board of directors on February 17, 2022, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies According to the latest provisions of relevant laws, administrative regulations and normative documents, such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, and in combination with the actual situation of the company, The company plans to revise the existing registration and filing system for insiders.
The details are as follows (the revision is indicated in BOLD):
Before and after modification
Article 1 to further regulate the internal information management of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “company”), strengthen the confidentiality of internal information, maintain information management and strengthen the confidentiality of internal information, Safeguard the principle of “openness, fairness and impartiality” of information disclosure, protect the principle of “openness, fairness and impartiality” of disclosure, and protect the legitimate rights and interests of investors, According to the legitimate rights and interests of investors of the people’s Republic of China, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the law of listed companies, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the measures for the administration of information disclosure of companies of Shenzhen Stock Exchange and the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the Listing Rules of GEM stocks, the guidelines for the supervision of listed companies No. 5 – Guidelines for the standardized operation of listed companies listed on the internal market of listed companies created by Shenzhen Stock Exchange, the registration and management system of information insiders of China Securities Regulatory Commission, and the Shenzhen stock exchange Relevant laws and regulations, such as the guidelines on the establishment of self-discipline supervision of listed companies with insider information registration, the provisions on Entrepreneurship Management System of listed companies of E-House, the standardized operation of listed companies on the North board, the articles of association of Shangjing Beijing Career International Co.Ltd(300662) Human Resources Co., Ltd. of Shenzhen Stock Exchange No. 5 of the municipal guidelines on self discipline supervision of companies – information disclosure, information management of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. and other relevant laws and regulations, as well as the relevant provisions of Beijing Creative Distribution Automation Co.Ltd(002350) national information disclosure management system, This system is hereby formulated in accordance with the relevant provisions of the articles of association of International Human Resources Co., Ltd. Beijing Creative Distribution Automation Co.Ltd(002350) . Information disclosure management system of International Human Resources Co., Ltd.
Before and after modification
Article 2 the board of directors of the company is the management organization of inside information, which is responsible for timely registering and submitting the files of insiders of inside information, and ensuring the authenticity and accuracy of the files of insiders of inside information
And complete. The chairman of the board is the main organization for the confidentiality of inside information. The chairman is mainly responsible for the confidentiality of inside information
The person in charge and the Secretary of the board of directors are responsible for organizing and implementing the insider of the company, and the Secretary of the board of directors is responsible for organizing and implementing the insider information of the company
Confidentiality, registration and management of information and confidentiality, registration and management of insiders. Secretary of the board of directors
Registration, filing and submission of information insiders. When the board of directors is unable to perform its duties, the securities affairs representative shall act as a director on its behalf
When the secretary is unable to perform his duties, the securities affairs representative shall act on behalf of the Secretary of the bank.
Duties of the Secretary of the board of directors. The chairman of the board of directors and the Secretary of the board of directors shall the board of supervisors shall register and record insiders of inside information
Supervise the implementation of the authenticity, accuracy and completeness of insider files.
Sign a written confirmation opinion.
The board of supervisors shall supervise the implementation of the registration and filing system for insiders.
Article 5 the insider information referred to in this system refers to the information related to the company. Article 5 the insider information referred to in this system refers to the information that involves the operation and finance of the company, has a significant impact on the operation and finance of the company’s securities and their derivatives, or has a significant impact on the trading price of the company’s securities and their derivatives, and has not yet been made public. Information officially disclosed on the designated listed company’s information disclosure media or website. Article 6 the scope of insider information referred to in Article 6 of this system includes major events that may have a great impact on the trading price. Investors are not limited to: when they have not been informed, the company shall immediately disclose the event and explain (I) the major causes, current status and possible impact of the company’s business policy and business scope.
Change;
The “major events” mentioned in the preceding paragraph include: (II) the company’s major investment behavior, and the company’s purchase and sale of major assets within one year (I) the company’s business policy and business scope exceeds 100% of the company’s total assets; 30% of the company’s main assets for business use (II) the company’s major investment behavior and the decision to purchase, pledge, sell or scrap the property that exceeds the assets at one time; Thirty percent;
(III) the company enters into important contracts, which may have an important impact on the company’s (III) the company enters into important contracts, provides major guaranteed assets, liabilities, interests and operating results; Or engaging in related party transactions, which may have a significant impact on the company’s assets, negative (IV) major debts of the company and failure to pay off due debts, rights and interests and operating results;
Before and after modification
Breach of contract of major debts, or occurrence of large amount of liability for compensation (IV) the company has major debts and fails to pay off due obligations; Default of debts;
(V) the company has suffered major losses or losses; (V) the company has suffered major losses or losses; (VI) major changes in the external conditions of the company’s production and operation (VI) major changes in the external conditions of the company’s production and operation; Great changes;
(VII) the company’s directors, more than 1 / 3 of the supervisors or the president (VII) the company’s directors, more than 1 / 3 of the supervisors or changes; The chairman or president is unable to perform his duties; (VIII) shareholders holding more than 5% of the shares of the company or their actual duties are unable to be performed by the chairman or manager due to the change of the manager; (VIII) significant changes in shareholders holding more than 5% of the company’s shares; Or if the actual controller holds shares or controls the company (IX) the capital reduction, merger, division, dissolution and application of the company have changed greatly, and the actual controller of the company and its decision to apply for bankruptcy; Or other enterprises that enter bankruptcy proceedings according to law and are controlled to engage in the same or similar activities as the company shall be ordered to close down; The business situation has changed greatly;
(x) major lawsuits and arbitrations involving the company, shareholders (IX) the company’s plans to distribute dividends and increase capital, the resolutions of the company’s general meeting and the board of directors are revoked according to law or declared to have no important changes in the equity structure, and the company’s capital reduction, merger and separation of effects; (11) the decision to establish, dissolve and apply for bankruptcy, or enter the company in accordance with the law. The company is suspected of violating laws and regulations, is transferred to bankruptcy proceedings by the competent authority, and is ordered to close down; Being investigated or subjected to criminal punishment or major administrative punishment; (x) major litigation and arbitration involving the company, directors, supervisors and senior managers of the shareholder company are suspected of violation of laws and disciplines, and the resolutions of the general meeting and the board of directors are revoked according to law or declared not to be investigated or taken compulsory measures by the competent authorities; Effect;
（12） (11) the newly promulgated laws, regulations, rules and regulations (XI) the company is suspected of committing a crime and is filed for investigation according to law, and the public policy may have a significant impact on the company; The controlling shareholders, actual controllers, directors, supervisors and (XIII) the board of directors have formed relevant resolutions on the compulsory capital measures and equity incentive plans taken according to law for the issuance of new shares or other refinancing senior managers suspected of committing crimes; Construction; （14） The court ruled to prohibit the controlling shareholder from transferring the shares held by his (12) company’s equity structure or production and operation status; More than 5% of the company’s shares held by any shareholder have changed significantly; Pledge, freezing, judicial auction, trusteeship, establishment of trust or (XIII) changes in the credit rating of corporate bonds;
Those whose voting rights are restricted according to law; （14） Mortgage, pledge and sale of major assets of the company; (XV) main assets are sealed up, seized, frozen, transferred or scrapped;
The person is mortgaged or pledged; （15） The company newly borrows or provides external guarantee
Before and after modification
（16） Major or all businesses come to a standstill; More than 20% of the net assets at the end of the previous year;
（17） Providing major guarantees to foreign parties; （16） The company’s abandonment of creditor’s rights or property exceeds 10% of the company’s final net assets due to the large amount of government subsidies obtained in the previous year (18); Assets, liabilities, equity or operating results have a significant impact (17) the company has additional income exceeding percent of the net assets at the end of the previous year; 10% of the heavy losses;
（19） Change accounting policies and accounting estimates; （18） Relevant laws and regulations, rules or other norms (20) other matters recognized by the relevant authorities and the stock exchange due to errors in the information disclosed in the previous period, the provisions of sexual documents, or the failure of the CSRC and Shenzhen Securities to disclose or make false records in accordance with the provisions. Order correction or make correction by decision of the board of directors; （21） Other circumstances prescribed by the CSRC and Shenzhen Stock Exchange. Article 7 the directors, supervisors and senior managers of the company and the directors, supervisors, senior managers and other insiders of the company shall control the insiders of the information to the minimum before information disclosure, and shall not disclose the information. The insiders of the company shall be controlled to the minimum before information disclosure, It is not allowed to disclose the company’s inside information, conduct insider trading or cooperate with others to manipulate the information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives. The trading price of vertical stocks and their derivatives referred to in this system. The insider referred to in this system refers to the insider of the company’s insider information disclosure. The insider refers to the units and external relevant personnel of the company who can directly or indirectly obtain the insider information before contacting and obtaining the insider information, including but not limited to:
(I) directors, supervisors and senior managers of the company; (I) the company and its directors, supervisors and senior managers (II) shareholders holding more than 5% of the shares of the company; And its directors, supervisors and senior managers, the shareholder controllers who actually (II) hold more than 5% of the company’s shares and their directors, supervisors and senior managers; And its directors, supervisors and senior managers, the holding subsidiaries of the company holding (III) Company and their directors, supervisors, shareholders, the largest shareholder, actual controllers and their directors and senior managers; Senior managers and supervisors;
(IV) persons who, due to their positions in the company, can obtain the company controlled or actually controlled by (III) the company and its relevant insider information;
