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
Revision comparison table
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, the securities law, the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of gem listing, and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 10 - share change management According to the latest provisions of relevant laws, administrative regulations and normative documents, combined with the actual situation of the company, the company plans to revise the existing management system for shares held by directors, supervisors and senior managers and their changes.
The meeting of the board of directors deliberated and adopted the proposal on Revising the management system for the shares held by directors, supervisors and senior managers of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. and their changes.
The details are as follows (the revision is indicated in BOLD):
Before and after modification
Article 1 is to regulate Beijing Creative Distribution Automation Co.Ltd(002350) international human resources shares. Article 1 is to regulate the trading of company shares, 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") Co., Ltd. (hereinafter referred to as "the company" or "the company") The senior management's behavior of buying and selling the company's shares and shareholding changes is in accordance with the company shareholding changes of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the "company law"), the people's law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law"), Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "Shenzhen Stock Exchange GEM Listing Rules") Shenzhen Stock Exchange GEM Listing (revised in December 2020) (hereinafter referred to as "guidelines for the standardized operation of listed companies" (hereinafter referred to as "rules for the standardized operation") and "guidelines for listed companies of Shenzhen Stock Exchange to make their own decisions") Guidelines for the supervision of directors, supervisors and senior executives of listed companies No. 2 - regulations on the management of the company's shares held by operation level managers of GEM listed companies and their changes (hereinafter referred to as the "guidelines for standardized operation"), the above rules The business guidelines of the company's shares held by the directors, supervisors and senior managers of Shenzhen Stock Exchange listed companies and the company's shares held by the company's managers and their change management rules (revised in 2022) Shenzhen Stock Exchange on Further Regulating entrepreneurship, Shenzhen Stock Exchange self regulatory guidance board for listed companies, No. 10 trading of directors, supervisors and senior managers of listed companies - management of share changes, and Beijing Branch
Before and after modification
This system is hereby formulated in accordance with the provisions of the notice on stock behavior of the company and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) Guorui International Human Resources Co., Ltd. (hereinafter referred to as the articles of association of International Human Resources Co., Ltd. (hereinafter referred to as the articles of association), and the articles of association. System. Article 5 the directors, supervisors and senior managers of the company shall not engage in trading. Article 5 the directors, supervisors and senior managers of the company and the shareholders who engage in margin trading and securities lending with the company's shares as the underlying securities and hold more than 5% of the company's shares shall not engage in trading. Margin trading with the company's shares as the underlying securities.
Article 16 the shares held by the directors, supervisors and senior managers of the company shall expire 18 months or 12 months after the declaration of resignation, and the conditions for lifting the restrictions on sales shall be met. The above-mentioned persons shall expire 18 months and the conditions for lifting the restrictions on sales shall be met, The above-mentioned personnel can entrust the company to apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch, and can entrust the company to apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch for unlocking. The company applies for unlocking.
Article 17 since the company reports the resignation information of directors, supervisors and senior managers to the Shenzhen Stock Exchange, the shares held by the resigned personnel will be locked according to the regulations of the Shenzhen Stock Exchange from the date of resignation of the directors, supervisors and senior managers of the company and the date of actual resignation announced by the resigned personnel. Self leaving employees will be locked according to the regulations of Shenzhen Stock Exchange. Within 6 months from the date of declaration of resignation information announced by the resigned personnel and within 6 months from the date of actual departure of the resigned personnel, the increased shares of the company held by the resigned personnel will also be locked. The company's shares will also be locked.
Article 20 the shares held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances: the shares 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 shares of the company; （1） Within one year from the date of listing and trading of the company's shares; （2） Half a year after the resignation of directors, supervisors and senior managers (2) within half a year after the resignation of directors, supervisors and senior managers; Directors, supervisors and senior managers of the company are in the company; If the directors, supervisors and senior managers of the company leave the company within six months from the date of listing of the company's initial public offering of shares, and leave the company within six months from the date of listing of the company's initial public offering of shares, if they do not take office within 18 months from the date of reporting their resignation, they shall not transfer the shares of the company directly held by them within 18 months from the date of announcing their actual resignation; Transfer the shares of the company directly held by it in the initial public offering; Those who declare their resignation from the seventh month from the date of IPO to the twelfth month from the date of IPO to the seventh month to the twelfth month from the date of IPO, and those who leave their jobs within ten months from the date of declaration of resignation, The company's shares directly held by him shall not be transferred within 12 months from the date of announcement of actual resignation, and the company's shares directly held by him shall not be transferred within two months. Copies.
（3） (3) the directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; Not transferred within the time limit and within the time limit;
（4） Directors, supervisors and senior managers are suspected of securities (4) directors, supervisors and senior managers are suspected of securities
Before and after modification
Futures violations and crimes, less than six months after being placed on file for investigation by the CSRC or futures violations and crimes, during being placed on file for investigation by the CSRC or by judicial organs, during being placed on file for investigation by judicial organs for administrative punishment, and after making administrative punishment decisions and criminal judgments; Less than six months after the decision on punishment or criminal judgment is made; （5） (5) directors, supervisors and senior managers are publicly condemned by the stock exchange for violating the self-discipline rules of the stock exchange, and have not been publicly condemned by the stock exchange for less than three months; At least three months;
（6） Other circumstances stipulated by laws, regulations, China Securities Regulatory Commission (6) laws, regulations, China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange.
Other circumstances.
Article 21 the directors, supervisors and senior managers of the company Article 21 the directors, supervisors, senior managers, securities affairs representatives and the spouses of the above-mentioned personnel shall not buy or sell the shares of the company during the following periods: the securities affairs representatives and the spouses of the above-mentioned personnel shall not buy or sell the shares of the company during the following periods:
（1） Thirty days before the announcement of the company's regular report, if the announcement date of the company's annual report and semi annual report is delayed due to special reasons, the announcement date of the company's regular report shall be calculated from the thirty days before the announcement date to the day before the announcement date; From 30 days before the original appointment announcement to 10 days before the announcement of the company's performance forecast and the company's performance express one (2) days before the announcement;
Within days; （2） Quarterly report, performance forecast and performance report of the company (3) within 10 days before the announcement of the trading report of the company's shares and their derivatives; The date of occurrence of major events that have a great impact on the price or (3) from the date that may enter the decision-making process for the traders of the company's securities and their derivatives to the date of occurrence of major events that have a great impact on the two trading prices after disclosure according to law; Or from the date of entering the decision-making procedure to the date of disclosure according to law (4) other periods specified by the CSRC or the Shenzhen Stock Exchange. Inside; Directors, supervisors, senior managers and securities affairs of the company (4) other periods specified by the CSRC or the Shenzhen Stock Exchange. The representative shall urge his spouse to abide by the provisions of the preceding paragraph and bear the corresponding responsibilities of the company's directors, supervisors, senior managers and securities affairs. Representatives shall urge their spouses to abide by the provisions of the preceding paragraph and bear corresponding responsibilities.
Article 28 directors, supervisors and senior managers of the company Article 28 directors, supervisors and senior managers of the company engaged in margin trading shall abide by relevant regulations and report to the Shenzhen stock exchange together with shareholders holding more than 5% of the company's shares. In case of margin trading, it shall abide by relevant regulations and report to the Shenzhen Stock Exchange.
Add "Chapter VI code of conduct for increasing shareholding":
Article 34 the provisions of this chapter shall apply to the following additional shares
Before and after modification
situation:
(I) if the equity shares in the company reach or exceed 30% but less than 50% of the issued shares of the company, it shall increase its holding of no more than 2% of the issued shares of the company every 12 months after one year from the date of the above facts;
(II) if the equity shares in the company reach or exceed 50% of the issued shares of the company, continue to increase their equity in the company, which will not affect the listing status of the company;
(III) the company's controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers disclose the share increase plan. Article 35 If the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose their share increase for the first time and intend to continue to increase their shares without disclosing the share increase plan, they shall disclose their subsequent share increase plan.
Article 36 Where the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose the share increase plan or voluntarily disclose the share increase plan in accordance with Article 35 of the system, the announcement shall include the following contents:
(I) the name of the relevant increased holding entity, the number of shares held by the company and the proportion in the total share capital of the company;
(II) the completion of the implementation of the shareholding increase plan (if any) has been disclosed by the relevant shareholding increase entities within 12 months before the announcement;
(III) Holdings reduction of relevant increased entities in the six months before this announcement (if any);
(IV) the purpose of the proposed increase in shares;
(V) proposed increase in shareholding
