Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
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 the latest provisions of relevant laws, administrative regulations and normative documents such as the company law, the securities law and the guidelines for the articles of association of listed companies (revised in 2022), and in combination with the actual situation of the company, The company plans to amend the existing rules of procedure of the general meeting of shareholders.
The proposal on Amending the rules of procedure of the general meeting of shareholders of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. was considered and adopted at the meeting of the board of directors. The amendment of the rules of procedure of the general meeting of shareholders needs to be submitted to the general meeting of shareholders for deliberation and approval.
The details are as follows (the revision is indicated in BOLD):
Before and after modification
Article 7 the general meeting of shareholders is the authority of the company. According to law, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
（1） Decide on the company's business policy and investment plan; （1） Decide on the company's business policy and investment plan;
（2） Electing and replacing supervisors who are not employees' representatives, (2) electing and replacing supervisors who are not employees' representatives, and deciding on matters related to the remuneration of directors and supervisors; Decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company's annual financial budget plan and decision (5) review and approve the company's annual financial budget plan and final settlement plan; Calculation scheme;
（6） Review and approve the company's profit distribution plan and loss recovery plan (6) review and approve the company's profit distribution plan and loss recovery plan; Plan of loss;
（7） Make resolutions on the increase or decrease of the company's registered capital (7) make resolutions on the increase or decrease of the company's registered capital; Discussion;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） (9) to make resolutions on the merger, division, dissolution, liquidation or change of the form of the company; Or make a resolution on changing the form of the company;
（10） Make resolutions on Amending the articles of Association; （10） Make resolutions on Amending the articles of Association;
（11） (11) to make a decision on the employment and dismissal of accounting firms by the company (XI) to make a decision on the employment and dismissal of accounting firms by the company
Before and after modification
Resolutions; Resolutions;
（12） Review the purchase and sale of assets by the company within one year (12) review the matters that the purchase and sale of assets by the company within one year exceeds 30% of the latest audited total assets of the company and is easy to exceed 30% of the latest audited total assets of the company; matter;
（13） Deliberating and approving laws, regulations and normative documents (13) deliberating and approving other major asset purchase or disposal, major asset mortgage and other matters that shall be approved by the general meeting of shareholders as required by laws, regulations and normative documents; Purchase or disposal, mortgage of major assets and other matters;
（14） Review and approve the transactions that the company plans to have with related parties (14) review and approve the transactions that the company plans to have with related parties (except providing guarantees) with an amount of more than 30 million yuan (except providing guarantees), which accounts for more than 100% of the company's latest audited net assets, Transactions that account for more than 5% of the absolute value of the company's latest audited net assets; Transactions with a value of more than 5%;
（15） Review and approve the acquisition of shares of the company under the circumstances of items (I) and (II) of Article 24 of the articles of association due to Article 23 (15) of the articles of Association; Matters related to the contract;
（16） Deliberating and approving the external guarantees stipulated in Article 8 of these rules (16) deliberating and approving the external guarantees stipulated in Article 8 of these rules; Insurance matters;
（17） Deliberating and approving the transactions specified in Article 9 of these rules (17) deliberating and approving the transactions specified in Article 9 of these rules; Item;
（18） Review and approve the change of the purpose of the raised funds; （18） Review and approve the change of the purpose of the raised funds; （19） Review and approve the equity incentive plan; （19） Review and approve the equity incentive plan and employee stock ownership (20) review and approve the board of directors, the board of supervisors and separate or separate plans; (20) review and approve the proposal of the board of directors, the board of supervisors and the individual or individual shareholders who jointly hold more than 3% of the shares of the company; (21) review and approve laws, regulations, departmental rules and proposals proposed by shareholders who jointly hold more than 3% of the shares of the company; (21) review and approve laws, regulations, departmental rules and other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association. Other matters specified in the articles of association that shall be decided by the general meeting of shareholders.
Article 8 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. After being deliberated and approved by the board of directors, the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation:
(I) the amount of a single guarantee exceeds the company's latest audited amount (I) the amount of a single guarantee exceeds the company's latest audited amount
Before and after modification
Guarantee of 10% of net assets; Guarantee of 10% of net assets;
(II) external guarantees of the company and its holding subsidiaries; (II) any guarantee provided after the total amount of external guarantees of the general company and its holding subsidiaries exceeds 50% of the company's latest audited net assets and 50% of the company's latest audited net assets; Any guarantee provided after;
(III) it is the guarantee object with asset liability ratio exceeding 70% (III) the total amount of external guarantee of the company exceeds the guarantee recently provided by the company; Any guarantee (IV) provided after 30% of the audited total assets of phase I exceeds the guarantee amount of the company within 12 consecutive months; 50% of the latest audited net assets and the absolute amount (IV) is more than 50 million yuan for the guarantee object with an asset liability ratio of more than 70%; The guarantee provided;
(V) the amount of guarantee within 12 consecutive months exceeds 30% of the company's total assets audited in the latest period; 50% of the latest audited net assets and the absolute amount (VI) provides more than 50 million yuan to shareholders, actual controllers and their affiliates;
Guarantee of; (VI) the guarantee amount exceeds 30% of the latest audited total assets specified in the company's (VII) laws, administrative regulations or the articles of association within 12 consecutive months;
Other guarantees.
(VII) provide guarantee for shareholders, actual controllers and their affiliates when the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph; It must be approved by more than two-thirds (VIII) of the voting rights held by the shareholders attending the meeting as required by laws, administrative regulations or the articles of association. Other guarantees.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their relevant general meeting of shareholders when deliberating the guarantee matters in Item (VI) of the preceding paragraph, the shareholder or the shareholder controlled by the three-thirds of the voting rights held by the shareholders who actually have to attend the meeting shall not participate in the voting, and more than two of them shall pass. The voting must be approved by more than half of the shareholders, actual controllers and their relevant voting rights held by other shareholders attending the general meeting of shareholders. In the case of the guarantee proposal provided by the joint venture, the shareholder or the shareholder who is guaranteed by the actual company for the wholly-owned subsidiary or controlled by the holding subsidiary controller shall not participate in the voting. The company shall provide guarantee, and other shareholders of the holding subsidiary shall provide the same proportion of guarantee according to the rights and interests held by other shareholders attending the general meeting of shareholders, It shall be adopted by more than half of the voting rights in clause of this article. In the case of items (I) to (IV) of paragraph 1, the company may provide guarantee for the wholly-owned subsidiary or submit it to the general meeting of shareholders for deliberation. The guarantee provided by the company and the guarantee provided by other shareholders of the holding subsidiary in the same proportion according to their rights and interests belong to article of this article
Before and after modification
In the case of items (I) to (IV) of paragraph 1, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Article 18 the board of supervisors has the right to propose to the board of directors to convene a temporary shareholders' meeting. Article 18 the board of supervisors has the right to propose to the board of directors to convene an extraordinary shareholders' meeting, and shall submit it to the board of directors in writing. The board of directors shall, in accordance with laws, administrative regulations and the articles of association, submit the proposal to the articles of association within 10 days after receiving the proposal, Within 10 days after receiving the proposal, submit written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders and whether to agree or disagree to convene the extraordinary general meeting of shareholders. Feedback.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, the board of directors shall agree to convene an extraordinary general meeting of shareholders. If the board of directors agrees to convene an extraordinary general meeting of shareholders, the convening shares shall be issued within 5 days after the resolution of the board of directors is made, and the notice of convening a general meeting of shareholders shall be issued within 5 days after the resolution of the board of directors is made. The change of the original proposal, the notice of the meeting of shareholders and the change of the original request in the notice shall be notified, The consent of the board of supervisors shall be obtained. With the consent of the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors fails to perform or fails to perform its duties of convening the general meeting of shareholders, The board of supervisors may convene and preside over the meeting on its own. The board of supervisors may convene and preside over the meeting on its own. Article 20 if the board of supervisors or shareholders decide to convene the shareholders' meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene the shareholders' meeting on their own, they shall notify the board of directors in writing. At the same time, they shall report to the local office of the CSRC and the stock exchange for the record.
Case. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10% from the date of issuing the notice of the general meeting of shareholders to the end of the general meeting of shareholders. During the period, the shareholding ratio of convening shareholders shall not be less than 10%. The board of supervisors and the convening shareholders shall send the notice of the general meeting of shareholders, and the board of supervisors and the convening shareholders shall submit relevant supporting materials to the stock exchange when sending the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. The dispatched offices of the CSRC and the stock exchange shall submit relevant supporting materials. Article 26 the notice of the general meeting of shareholders shall include the following contents:
Before and after modification
（1） Time, place and duration of the meeting; （1） Time, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration; （2） Matters and proposals submitted to the meeting for consideration;
（3） Explain in obvious words: all shareholders have the right to vote. (3) explain in obvious words: all shareholders have the right to vote
