Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Comparison table for revision of working system of independent directors
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. In accordance with relevant laws and administrative regulations, such as the company law, the securities law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of gem listing According to the latest provisions of normative documents and in combination with the actual situation of the company, the company plans to revise the existing working system of independent directors.
The board meeting deliberated and adopted the proposal on Revising the working system of independent directors of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. This proposal shall come into force after being submitted to the general meeting of shareholders of the company for deliberation and approval. The details are as follows (the revision is indicated in BOLD):
Before and after modification
Article 1 in order to further improve the corporate governance structure, improve the structure of the board of directors, strengthen the structure of the board of directors for non independent directors and managers, strengthen the restraint and supervision mechanism for non independent directors and managers, and protect the restraint and supervision mechanism for medium and small shareholders and stakeholders, Protect the interests of minority shareholders and stakeholders, promote the standardized operation of the company, and promote the standardized operation of the company according to the interests of stakeholders, in accordance with the company law of the people's Republic of China, the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws, regulations and normative documents, as well as the Beijing Securities Law and other laws Regulations, normative documents and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (based on the articles of association of Beijing Career International Co.Ltd(300662) Human Resources Co., Ltd. (hereinafter referred to as the "articles of association") and with reference to the provisions of the "articles of association", In accordance with the regulations on the establishment of independent director system in listed companies, the rules for independent directors of listed companies, the guiding opinions of Shenzhen Stock Exchange, and the Listing Rules of GEM stocks listed on the gem of Shenzhen Stock Exchange (revised rules in December 2020) (hereinafter referred to as the "stock listing rules") The working system is formulated in accordance with the relevant provisions such as the revised rules (hereinafter referred to as the "Stock Listing Rules"), the regulations on the operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines on self-discipline supervision of listed companies of Shenzhen Stock Exchange). No. 2 - standardized operation of GEM Listing and other relevant provisions, this working system is formulated.
Article 5 at least one-third of the members of the board of directors of the company shall be independent directors. The independent directors shall include at least one independent director, and the independent directors shall include at least one accounting professional. Accounting professionals.
The accounting professionals mentioned in the preceding paragraph refer to the independent directors with senior accounting and nominated as accounting professionals
Before and after modification
Persons with professional title or certified public accountant qualification. The candidate shall have rich professional knowledge and experience in accounting and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above, or a doctor's degree in accounting, auditing or financial management; (III) have senior professional titles in economic management, and have more than five years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 7 an independent director shall have the qualifications corresponding to the exercise of his functions and powers. Article 7 an independent director shall have the qualifications corresponding to the exercise of his functions and powers. Suitable working conditions.
Independent directors of the company shall meet the following basic conditions: independent directors of the company shall meet the following basic conditions: (I) in accordance with laws, administrative regulations and other relevant regulations; (I) in accordance with laws, administrative regulations and other relevant regulations, they are qualified to serve as directors of listed companies; Be qualified to serve as a director of a listed company;
(II) have the independence required by the working system; (II) have the independence required by the working system; (III) have the basic knowledge of the operation of listed companies, be familiar with (III) have the basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules; Relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of legal, economic or other working experience necessary to perform (IV) have more than five years of legal, economic, management and board of directors' duties; Accounting, finance or other necessary conditions for performing the duties of independent directors (V) other conditions stipulated in the articles of association. Working experience;
(V) other conditions stipulated in the articles of association.
Article 8 independent directors must be independent. The following persons shall be independent. The following persons shall not serve as independent directors:
(I) personnel working in the company or its affiliated enterprises and (I) personnel working in the company or its affiliated enterprises and their immediate relatives and main social relations; Their immediate relatives and main social relations;
(II) directly or indirectly holding 1% of the issued shares of the company (II) directly or indirectly holding more than 1% of the issued shares of the company, or more than natural person shares among the top ten shareholders of the company, or natural person shareholders among the top ten shareholders of the company and their immediate family members; East Asia and its immediate family members;
(III) persons who directly or indirectly hold the issued shares of the company 5 (III) shareholders who directly or indirectly hold more than 5% of the issued shares of the company, or shareholders who hold more than% of the top five shareholders of the company, or employees in the top five shareholders of the company and their immediate family members; Personnel in the unit and their immediate family members;
Before and after modification
(IV) the controlling shareholders and actual controllers of the company and (IV) the persons who work in the controlling shareholders, actual controllers and their affiliated enterprises of the company and their immediate family members; Personnel working in affiliated enterprises and their immediate family members;
(V) personnel who provide financial, legal and consulting services for the company and its controlling shareholders and actual controllers (V) personnel who provide financial, legal and consulting services for the company and its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to personnel who provide medium-sized services, Including but not limited to all personnel of the project team, review personnel at all levels, all personnel of the project team of the intermediary, review personnel at all levels, personnel signing the report, partners and personnel mainly responsible for signing the report, partners and main responsible persons of the intermediary providing services; People;
(VI) persons who work in the company and its controlling shareholders, actual controllers (VI) persons who have significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or persons who work in units with significant business dealings, Or personnel who work in the controlling shareholder unit of a unit with significant business dealings; The person who works for the controlling shareholder of the company;
(VII) personnel who have had one of the situations listed in the preceding six items in the last 12 months (VII) who have had one of the situations listed in the preceding six items in the last 12 months; Personnel under one of the following circumstances;
(VIII) candidates for independent directors in the last 12 months; (VIII) in the last 12 months, candidates for independent directors and their units have other personnel that affect their independence and their units have other situations that affect their independence; Personnel in a situation of independence;
(IX) other personnel specified in the articles of Association; (IX) other personnel specified in the articles of Association; (x) other personnel recognized by the CSRC or the stock exchange (x) other personnel recognized by the CSRC or the stock exchange
The immediate family members referred to in Item (I) of the preceding paragraph refer to spouses, and the immediate family members referred to in Item (I) of the preceding paragraph refer to spouses, parents, children, etc; The main social relations refer to brothers, sisters, mothers, children, etc; The main social relations refer to brothers and sisters, sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, parents of spouses, spouses of children, brothers and sisters, etc.
(IV) and (V) of the preceding paragraph, spouses, brothers and sisters of spouses, etc. The controlling shareholders of the company in items (IV), (VI) and (V) of the preceding paragraph and the subsidiaries of the actual controlling share controllers of the company in items (V) and (VI) of the preceding paragraph do not include the subsidiaries of the actual controllers in accordance with the listing rules, and do not constitute a relationship with the company in accordance with article 10.1.4 of the listing rules, Affiliated enterprises not associated with the company. Affiliated enterprises constituting affiliated relationships.
The major business transactions mentioned in the preceding paragraph refer to the major business transactions mentioned in the preceding paragraph of the stock exchange, which refer to the stock listing rules and other relevant provisions of the stock exchange or the stock listing rules and other relevant provisions of the company or the company
Before and after modification
Matters required to be submitted to the general meeting of shareholders for deliberation according to the articles of association of the company, or matters required to be submitted to the general meeting of shareholders for deliberation according to the articles of association of the company, or other major matters recognized by the stock exchange. Other major matters recognized by the stock exchange.
The term "holding a post" as mentioned in the preceding paragraph refers to serving as a director, supervisor and senior manager. The term "holding a post" as mentioned in the preceding paragraph refers to serving as a director, supervisor, senior manager and other staff members. Managers and other staff.
Candidates for independent directors shall not be nominated as directors of listed companies, and shall not have the following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months;
(IV) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the post of director of a listed company; (V) in the past, the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the board meeting in person for three consecutive times or failed to attend the board meeting in person for two consecutive times and did not entrust other directors to attend the board meeting, Less than 12 months;
