Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Comparison table for revision of raised fund use and management 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, the securities law and the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020) promulgated and effective on June 12, 2020 According to the latest provisions of relevant laws, administrative regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and in combination with the actual situation of the company, the company plans to revise the existing system for the use and management of raised funds.
The details are as follows (the revision is indicated in BOLD):
Before and after modification
Article 1 in order to strengthen the management of Beijing Creative Distribution Automation Co.Ltd(002350) international human resources Article 1 in order to strengthen the management of the fund-raising behavior of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as "the company") and the fund-raising behavior of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as "the company"), standardize the use of the raised funds, effectively manage the fund-raising behavior, and standardize the use of the raised funds, Effectively protect the interests of investors, According to the "people's Republic of China to protect the interests of investors", according to the "company law of the people's Republic of China", "Securities Law of the people's Republic of China", "Shenzhen Company Law", "Securities Law of the people's Republic of China", "Shenzhen stock exchange gem stock listing rules" (hereinafter referred to as "Listing Rules") ）Shenzhen Stock Exchange (hereinafter referred to as "Listing Rules"), Shenzhen Stock Exchange Guidelines for the standardized operation of listed companies on the industrial board, and other laws, administrative guidelines for the self-discipline supervision of municipal companies No. 2 - regulations and normative documents on the gem, as well as laws and administrative regulations such as Beijing Creative Distribution Automation Co.Ltd(002350) standardized operation of international human resources city companies Articles of association of normative Source Co., Ltd. (hereinafter referred to as "corporate documents and Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
This system is formulated in accordance with the relevant provisions of the articles of association. Of the articles of Association (hereinafter referred to as the "articles of association")
This system is formulated in accordance with relevant regulations.
Article 7 the company shall raise funds within one month after the funds are received
Article 7 the company shall, within one month after the receipt of the raised funds, deposit the raised funds with the recommendation institution or independent financial consultant
Within the month, sign a three-party supervision agreement with the recommendation institution or independent financial consultant and the commercial bank storing the raised funds, and sign a three-party supervision agreement with the commercial bank collecting the funds, and report to Shenzhen stock exchange for filing and announcement. If the agreement is reported to Shenzhen stock exchange for filing and announcement, the main contents of the agreement shall be reported to Shenzhen stock exchange for filing and announcement.
Content to be. The tripartite supervision agreement shall include the following contents:
(I) the company shall centrally deposit the raised funds in a special bank
Before and after modification
Household;
(II) the account number of the special account for raised funds, the investment projects of the raised funds involved in the special account and the deposit amount;
(III) if the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account in one time or within 12 months, the company and the commercial bank shall timely notify the recommendation institution or independent financial adviser;
(IV) the commercial bank shall issue the bank statement to the company every month and send a copy to the recommendation institution or independent financial adviser; (V) a recommendation institution or an independent financial consultant may inquire about the special account information at a commercial bank at any time;
(VI) the supervision responsibilities of the recommendation institution or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the recommendation institution or independent financial adviser and commercial bank on the use of the company's raised funds;
(VII) rights, obligations and liabilities for breach of contract of the company, commercial banks, recommendation institutions or independent financial advisers;
(VIII) the commercial bank fails to issue a statement of account to the recommendation institution or independent financial consultant in time or notify the special account of large amount withdrawal for three times, and fails to cooperate with the recommendation institution or independent financial consultant in querying and investigating the special account information, The company may terminate the agreement and cancel the special account for raised funds. If the above-mentioned agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new agreement with relevant parties within one month from the date of termination of the agreement, and make an announcement after reporting to Shenzhen stock exchange for filing.
Where a company carries out an investment project with raised funds through a holding subsidiary, a tripartite supervision agreement shall be jointly signed by the company, the holding subsidiary carrying out the investment project with raised funds, commercial banks, recommendation institutions or independent financial advisers
Before and after modification
Its holding subsidiaries shall be regarded as a common party.
Article 9 the company shall use the raised funds prudently to ensure that the use of the raised funds is consistent with the prospectus or the prospectus. Article 9 the company shall use the raised funds prudently to ensure that the commitments in the prospectus are consistent, and shall not arbitrarily change the investment of the raised funds, the use of the raised funds, the prospectus or the prospectus, The purpose of the raised funds shall not be changed in a disguised form. The commitments in the statement are consistent, and the raised funds shall not be changed at will. The investment company shall truthfully, accurately and completely disclose the direction of the raised funds, and shall not change the purpose of the raised funds in a disguised form. Actual use of. In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, the company shall make a timely announcement.
Article 16 after the completion of a single or all raised funds investment project, the company uses the surplus raised funds (including interest income) for other purposes, and the amount is less than 5 million yuan and less than 5% of the net raised funds of the project, It may be exempted from the procedures prescribed in Article 15, and its use shall be disclosed in the annual report.
If the use of surplus raised funds (including interest income) reaches or exceeds 10% of the net raised funds of the project and is higher than 10 million yuan, it shall also be deliberated and approved by the general meeting of shareholders. Article 17 Where the company replaces the self raised funds of the investment projects invested with raised funds in advance with the raised funds, the accounting firm shall issue an assurance report. The company may replace the self raised funds with the raised funds within six months after the receipt of the raised funds.
If the company has disclosed in the issuance application document that it plans to replace the self raised funds invested in advance with the raised funds, and the amount invested in advance is determined, it shall make an announcement before the replacement is implemented. Article 18 a listed company may conduct cash management on the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, meet the requirements of high safety and good liquidity, and shall not affect the normal progress of the investment plan of the raised funds
Before and after modification
that 's ok.
Investment products shall not be pledged, and the special product settlement account (if applicable) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company shall make a timely announcement.
Article 19 Where a listed company uses idle raised funds for cash management, it shall timely announce the following contents after the meeting of the board of directors:
(I) basic information of the funds raised this time, including the arrival time of the funds raised, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of the raised funds, idle conditions and reasons, whether there is any behavior of changing the purpose of the raised funds in a disguised form and measures to ensure that the normal progress of the raised funds project will not be affected;
