Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Internal reporting system of major information
(February 2022)
Chapter I General Provisions
Article 1 in order to strengthen the internal reporting management of major events information of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as "the company"), clarify the internal reporting methods and processes of major events, and ensure that the company discloses the relevant information of major events legally, truly, accurately, completely and timely, 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 Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as the "Listing Rules") Relevant laws and regulations 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 This system is formulated in accordance with the provisions of normative documents 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") and in combination with the actual situation of the company.
Article 2 the board of directors of the company is responsible for managing the company's major information and its disclosure. The Secretary of the board of directors shall specifically implement the management and disclosure of major information.
Article 3 this system is applicable to the company and its wholly-owned subsidiaries, holding subsidiaries and joint-stock companies with significant influence (hereinafter referred to as "subsidiaries").
Chapter II reporting obligor
Article 4 the reporting obligor has the obligation to report the material information it knows to the Secretary of the board of directors or the chairman of the board of directors. The major information reporting obligors mentioned in this system include:
(I) directors, supervisors and senior managers of the company;
(II) principals of all departments and subsidiaries of the company;
(III) directors, supervisors and senior managers appointed, nominated and recommended by the company to subsidiaries;
(IV) controlling shareholders, actual controllers, shareholders holding more than 5% of the company's shares and persons acting in concert;
(V) other relevant personnel who may be exposed to significant information.
Chapter III Scope of major information
Article 5 The term "significant information" as mentioned in this system refers to the events or information that have occurred or are to occur that may have a great impact on the trading price of the company's shares and their derivatives.
Article 6 when the following situations occur or are about to occur in the company and its subsidiaries, and in the process of continuous change, relevant personnel with reporting obligations shall report relevant information to the Secretary of the board of directors or the chairman of the company in a timely, accurate, true and complete manner. Specifically including but not limited to: important meetings, major transactions, major related party transactions, major events and the continuous change process of the above events of the company and its subsidiaries.
Article 7 the important meetings mentioned in this system include:
(I) convening of the general meeting of the board of directors, the board of supervisors and the subsidiary of the company;
(II) special meetings held by the company and its subsidiaries on major issues described in the system.
Article 8 the major transactions referred to in this system include:
(I) major transactions of the company or its subsidiaries, including:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
3. Provide financial assistance (including entrusted loans);
4. Providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary);
5. Leased in or leased out assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Donated or donated assets;
8. Reorganization of creditor's rights or debts;
9. Transfer of research and development projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other transactions.
(II) if the above transactions (except providing guarantee and financial assistance) of the company meet one of the following standards, it shall be reported in time:
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 basis;
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.
(III) to provide financial assistance, the company shall obtain the consent and resolution of more than two-thirds of the directors attending the meeting of the board of directors, and timely perform the obligation of information disclosure. If the financial assistance falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
1. The latest audited asset liability ratio of the funded object exceeds 70%;
2. The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
3. Other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
If the object of subsidy is a holding subsidiary within the scope of the company's consolidated statements and the shareholding ratio exceeds 50%, the provisions of this paragraph shall be exempted.
(IV) the guarantee provided by the company shall be disclosed to the public in a timely manner after deliberation by the board of directors. If the guarantee is under any of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
1. The amount of a single guarantee exceeds 10% of the company's latest audited net assets;
2. Any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets;
3. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
4. Within 12 consecutive months, the guarantee amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 50 million yuan;
5. Any guarantee provided after the external guarantee amount of the company exceeds 30% of the total assets audited in the latest period;
6. The guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;
7. Guarantees provided to shareholders, actual controllers and their affiliates;
8. Other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in paragraph 5 of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Article 9 related party transactions
（1） Related party transactions between the company or its holding subsidiary and its affiliates include:
1. Transactions specified in Item (I) of Article 8 of the system;
2. Purchase of raw materials, fuel and power;
3. Selling products and commodities;
4. Providing or receiving labor services;
5. Entrusted or entrusted sales;
6. Joint investment by related parties;
7. Other matters that may cause the transfer of resources or obligations through agreement.
(II) if the related party transaction (except providing guarantee and financial assistance) meets one of the following standards, it shall be reported in time:
1. Transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;
2. The related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company's latest audited net assets.
(III) the company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. A listed company shall prudently provide financial assistance or entrusted financial management to related parties.
Article 10 in case of any of the following major litigation or arbitration matters, the company shall report in time: (I) the amount involved accounts for more than 10% of the absolute value of the latest audited net assets of the company, and the absolute amount exceeds 10 million yuan;
(II) the resolution of the general meeting of shareholders or the board of directors is applied for cancellation or declared invalid;
(III) it may have a great impact on the company's production and operation, the stability of control, the trading price of the company's shares and their derivatives or investment decisions;
(IV) other circumstances deemed necessary by Shenzhen Stock Exchange.
The principle of cumulative calculation for 12 consecutive months shall be adopted for major litigation and arbitration matters. If the cumulative calculation meets the standards of the preceding paragraph, the provisions of the preceding paragraph shall apply. If the disclosure obligation has been fulfilled in accordance with the above provisions, it will not be included in the cumulative calculation scope.
Article 11 major changes
(I) change the company's name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number. If the articles of association are changed, the new articles of association shall also be disclosed in qualified media;
(II) major changes in business policy, business scope and main business of the company;
(III) change of accounting policies and accounting estimates;
(IV) the board of Directors approves the issuance of new shares or other refinancing schemes issued at home and abroad;
(V) the company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications and major asset restructuring;
(VI) major changes have occurred or are planned to occur in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the shares of the company;
(VII) the actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
(VIII) the chairman, manager, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
(IX) major changes in production and operation, external conditions or production environment (including major changes in the price or market capacity of main products, procurement and sales methods of raw materials, important suppliers or customers, etc.); (x) entering into important contracts that may have a significant impact on the company's assets, liabilities, equity or operating results;
（11） Changes in laws, administrative regulations, departmental rules, normative documents, policies, market environment, terms of trade and other external macro environment may have a significant impact on the company's operation;
（12） Appoint and dismiss accounting firms that provide audit services for the company;
（13） The court ruled to prohibit the controlling shareholder from transferring its shares;
（14） More than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
（15） Obtain extra income equal to large government subsidies;
（16） Other events that may have a significant impact on the company's assets, liabilities, equity or operating results;
（17） Other circumstances recognized by the CSRC and Shenzhen Stock Exchange.
Article 12 other major matters
(I) change the investment project of raised funds;
(II) revision of performance forecast and profit forecast;
(III) profit distribution and conversion of capital reserve into share capital;
(IV) abnormal fluctuation and clarification of stock trading;
(V) the company's securities issuance, repurchase, equity incentive plan and other related matters;
(VI) commitments of the company and its shareholders;
(VII) the new patent is authorized;
(VIII) inspection and results by industry regulatory authorities;
(IX) phased progress of major projects;
(x) the progress of the fund-raising project and the relevant contracts signed;
（11） Other circumstances.
Article 13 major risk matters
(I) major losses occurred or suffered;
(II) major debts have occurred, major debts have not been paid off when due, or major creditor's rights have not been paid off when due;
(III) liability for major breach of contract or large amount of compensation that may be borne according to law;
(IV) provision for impairment of large assets;
(V) the company decides to dissolve or is revoked its business license, ordered to close down or forcibly dissolved by the competent authority according to law;
(VI) the expected net assets are negative;
(VII) the main debtor is insolvent or enters bankruptcy proceedings, and the company fails to withdraw sufficient bad debt reserves for corresponding creditor's rights;
(VIII) the main assets for business use are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the assets;
(IX) the company is investigated by the competent authority or subject to major administrative and criminal penalties for suspected violations of laws and regulations, and the controlling shareholder and actual controller are investigated, taken compulsory measures or subject to major administrative and criminal penalties by the competent authority for suspected violations of laws and regulations;
(x) the directors, supervisors and senior managers of the company are unable to perform their duties normally, or are investigated and taken compulsory measures by the competent authorities due to suspected violations of laws and regulations, or are subject to major administrative and criminal penalties;
（11） The company's core technical team or key technical personnel who have a significant impact on the company's core competitiveness resign or undergo major changes;
（12） The core trademarks, patents, know-how, franchise rights and other important assets used by the company or the core technology licenses expire, major disputes occur, the use is restricted or other major adverse changes occur;
（13） Major products, core technologies, key equipment and business models are at risk of being replaced or eliminated;
（14） The R & D of important R & D projects fails, terminates, fails to obtain the approval of relevant departments, or the company waives the continuous investment or control over important core technology projects;
（15） Major environmental, production and product safety accidents;
（16） Receive the notice of the decision of government departments to treat, stop production, relocate and close down within a time limit;
（17） Improper use of science and technology and violation of scientific ethics;
（18） Other major risks, major accidents or negative events recognized by Shenzhen Stock Exchange or the company.
The above matters involve specific funds
