Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Foreign investment management system
(February 2022)
Chapter I General Provisions
Article 1 in order to standardize the corporate governance structure of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”), ensure that the company makes decisions scientifically, safely and efficiently, clarify the responsibilities of the general meeting of shareholders, the board of directors, the general manager and other organizations in the company’s foreign investment decisions, and control financial and operational risks, In accordance with the company law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020) (hereinafter referred to as the “Listing Rules”), and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 2 – standardized operation of listed companies on the gem (hereinafter referred to as “operation guidelines”) and other laws, regulations, rules, normative documents and 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 term “company’s foreign investment” as mentioned in this system refers to the company’s foreign investment activities in various forms, including equity investment, entrusted financial management, entrusted loans, investment in trading financial assets, and investment in a certain amount of monetary funds, equity or assessed physical or intangible assets for the purpose of obtaining future income Available for sale financial assets, held to maturity investments, etc.
Article 3 according to the length of the investment period, the company’s foreign investment is divided into short-term investment and long-term investment. Short term investment mainly refers to the investment purchased by the company that can be realized at any time and held for no more than one year (including one year), including trading financial assets such as stocks, bonds, funds and foreign exchange of listed companies. Long term investment mainly refers to various investments with an investment term of more than one year, or which cannot be realized at any time or are not ready to be realized, including long-term equity investment.
Article 4 the company directly or indirectly controls more than 50% and other enterprises included in the company’s consolidated accounting statements
The foreign investment decision-making matters mentioned in this system shall be regarded as the matters of the company, and the provisions of this system shall apply.
If the foreign investment matters mentioned in this system of the company’s joint-stock enterprises may have a great impact on the trading price of the company’s stocks, bonds and their derivatives, the company shall perform the corresponding examination and approval procedures with reference to the provisions of this system, and then exercise the rights of the company in accordance with the articles of association of the joint-stock company and its relevant systems.
Article 5 the company’s foreign investment must comply with the provisions of national laws and regulations, industrial policies and the articles of association, meet the requirements of the company’s development strategy and industrial planning, be conducive to the sustainable development of the company, have the expected return on investment, and finally improve the company’s value and shareholder return.
Article 6 the directors, supervisors and senior managers of the company shall be faithful and diligent, perform the system in accordance with the business standards recognized by the industry, and make prudent judgments on relevant matters in the principle of being conducive to the interests of the company and the safety and efficiency of assets.
Chapter II examination and approval authority for foreign investment
Article 7 if the company’s foreign investment (except providing guarantee and financial assistance) meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction account for more than 50% of the total assets of the listed company audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation basis;
(II) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the listed company in the latest accounting year, and the absolute amount exceeds 5 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
(V) the profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(VI) other standards required by laws, regulations, rules, normative documents and the articles of association to be submitted to the general meeting of shareholders for deliberation.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of paragraph 1.
If the transactions of the company only meet the criteria in Item 3 or item 5 of paragraph 1, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of paragraph 1.
Article 8 if the amount of transactions between the company and related parties (except the provision of guarantee) exceeds 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, it shall be submitted to the general meeting of shareholders for deliberation.
The following transactions between the company and its affiliates may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with the provisions of the preceding paragraph:
(I) the company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation);
(II) transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(III) the pricing of related party transactions is stipulated by the state;
(IV) the related parties provide funds to the company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people’s Bank of China;
(V) the company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons.
Article 9 if the company’s foreign investment (except providing guarantee and financial assistance) meets one of the following standards, it shall be submitted to the board of directors for deliberation:
(I) the total assets involved in the transaction account for more than 10% of the total assets of the listed company audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation basis;
(II) the relevant operating income of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited operating income of the listed company in the latest accounting year, and the absolute amount exceeds 10 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the listed company in the latest accounting year, and the absolute amount exceeds 1 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
(V) the profit generated from the transaction accounts for more than 10% of the audited net profit of the listed 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.
Article 10 other foreign investment matters lower than the standards specified in the preceding article of this system shall be submitted to the general manager of the company for decision.
Article 11 If a foreign investment matter fails to meet the standards required by this system to be deliberated by the board of directors or the general meeting of shareholders, and the board of directors, chairman or general manager of the company believes that the matter poses or may pose a great risk to the company, it may be submitted to the general meeting of shareholders or the board of directors for deliberation and decision. Chapter III Administration of foreign investment
Article 12 the strategy committee of the board of directors of the company is the special deliberative body of the board of directors of the company, which is responsible for coordinating, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making.
Article 13 the Finance Department of the company is the leading department and daily affairs management department of the company’s long-term investment. Its main responsibilities include:
(I) collect and sort out the information of the proposed investment project according to the company’s development strategy; (II) conduct due diligence on the authenticity of the proposed investment project;
(III) conduct special research and evaluation on the feasibility, investment risk, investment value, investment return and other matters of the proposed investment project, and put forward suggestions;
(IV) submit the proposed investment project to the general manager, the board of directors and the general meeting of shareholders for approval according to the authority specified in the system;
(V) organize the negotiation, approval and delivery of the proposed investment project;
(VI) timely grasp the implementation and investment benefits of long-term investment, and report to the general manager of the company regularly or irregularly;
(VII) keep all files of the company’s long-term investment;
(VIII) other responsibilities related to long-term investment and specified in this system.
Article 14 the Finance Department of the company is the leading department of the company’s short-term investment and the management department of daily affairs. Its main responsibilities include:
(I) collect and sort out the information of the proposed investment project according to the company’s development strategy; (II) conduct special research and evaluation on the feasibility, investment risk, investment value, investment return and other matters of the proposed investment project, and put forward suggestions;
(III) submit the proposed investment project to the general manager, the board of directors and the general meeting of shareholders for approval according to the authority specified in the system;
(IV) organize the submission for approval and delivery of the proposed investment project;
(V) timely report the short-term investment and performance of the company to the general manager;
(VI) keep all files of the company’s short-term investment;
(VII) other responsibilities related to short-term investment and specified in this system.
Article 15 during the delivery of the company’s foreign investment, the Finance Department of the company shall be responsible for raising funds and cooperating with relevant departments to go through capital contribution procedures, industrial and commercial registration, tax registration, bank account opening and other relevant procedures.
Article 16 Where the subject matter of foreign investment is the company’s equity and meets the standards specified in Article 7 of this system, the company shall disclose the audit report of the subject matter of the transaction in the latest year and another period. The audit deadline shall not exceed six months from the date of the shareholders’ meeting to consider the transaction; If the subject matter of the transaction is non cash assets other than equity, an evaluation report shall be provided, and the benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction.
The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution that complies with the provisions of the securities law.
Chapter IV Disposal of foreign investment
Article 17 in case of any of the following circumstances in the company’s foreign investment, the company may dispose of the foreign investment:
(I) according to the articles of association of the invested enterprise, the business term of the enterprise expires and the general meeting of shareholders decides not to extend it;
(II) foreign investment has obviously gone against the company’s business direction;
