Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Standardize the management system of capital transactions with related parties
(February 2022)
Chapter I General Provisions
In order to regulate the economic behavior between Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”) and the controlling shareholders, actual controllers and other related parties of the company, further regulate the capital exchanges between the company and related parties, and ensure that the related party transaction contracts concluded between the company and related parties comply with the principles of fairness, impartiality and openness, Ensure that the related party transactions of the company do not harm the interests of the company and all shareholders, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies, and the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020) This system is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations, rules and normative documents, as well as the 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”).
This system is applicable to the capital transactions between the company and its subsidiaries included in the scope of the company’s consolidated accounting statements and the controlling shareholders and other related parties. In addition to the provisions of this article, the company mentioned in this system refers to the company and its subsidiaries included in the scope of the company’s consolidated accounting statements.
The controlling shareholders and other related parties of the company shall not use their related relationships to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.
The controlling shareholders and actual controllers of the company have the obligation of good faith to the company and other shareholders. The controlling shareholder shall strictly exercise the rights of the investor and perform the obligations of the shareholder in accordance with the law. Controlling shareholders and actual controllers shall not use their control rights to damage the legitimate rights and interests of the company and other shareholders, and shall not use their control over the company
To seek illegal interests. The controlling shareholders, actual controllers and their affiliates shall not directly or indirectly occupy the funds and assets of the listed company and damage the legitimate rights and interests of the company and other shareholders by means of related party transactions, asset restructuring, foreign investment, guarantee, profit distribution and other means.
Chapter II capital transactions
The transactions that the company can conduct with controlling shareholders and other related parties include but are not limited to:
1. Purchase of raw materials, fuel and power;
2. Selling products and commodities;
3. Providing or receiving labor services;
4. Entrusted or entrusted sales;
5. Joint investment by related parties;
6. Purchase or sale of assets;
7. Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
8. Provide financial assistance (including entrusted loans);
9. Providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary); 10. Leased in or leased out assets;
11. Sign management contracts (including entrusted operation, entrusted operation, etc.);
12. Donated or donated assets;
13. Reorganization of creditor’s rights or debts;
14. Transfer of research and development projects;
15. Sign the license agreement;
16. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
17. Other transactions recognized by Shenzhen Stock Exchange.
The company shall not directly or indirectly provide the company’s funds to the controlling shareholders and other related parties in the following ways:
1. Lending the company’s funds to the controlling shareholders and other related parties with compensation or free of charge;
2. Providing entrusted loans to related parties through banks or non bank financial institutions;
3. Entrust controlling shareholders and other related parties to carry out investment activities;
4. Issue commercial acceptance bills for controlling shareholders and other related parties without real transaction background;
5. Repay debts on behalf of controlling shareholders and other related parties;
6. Other methods recognized by the CSRC and Shenzhen Stock Exchange.
Chapter III payment procedures for capital transactions
When the company needs to pay for the transactions specified in Chapter II with the controlling shareholders, actual controllers and other related parties, the relevant departments of the company shall not only take the relevant agreements, contracts and other documents as the basis for payment, but also review whether the matters constituting the basis for payment comply with the decision-making procedures specified in the company’s Charter and other governance standards, and submit the relevant resolutions of the general meeting of shareholders The resolutions of the board of directors and other relevant decision-making documents shall be filed.
Before making payment, the financial department of the company shall submit the payment basis to the financial director of the company, and the financial department of the company can handle the specific payment matters only after the approval of the financial director.
When handling payment matters with controlling shareholders, actual controllers and other related parties, the company’s financial department shall strictly abide by the company’s rules and regulations and financial discipline.
Chapter IV audit and archives management
The company shall employ a certified public accountant to issue a special statement on the occupation of funds by controlling shareholders and other related parties when auditing the annual financial and accounting report of the company, and the company shall make an announcement on the special statement.
The financial department of the company shall carefully calculate and count the capital transactions between the company and the controlling shareholders and other related parties, and establish special financial files.
Chapter V handling of violations of this system
If the directors, supervisors and senior managers of the company violate the requirements of this system and cause losses to the company when making decisions, reviewing, approving and directly dealing with capital transactions with controlling shareholders and other related parties, they shall be liable for compensation. If the losses are relatively serious, they shall also be removed by corresponding institutions or personnel. At the same time, the company shall report to relevant administrative If the judicial organ reports or complains on its own initiative, the relevant departments shall investigate its administrative, civil and criminal legal responsibilities.
If the controlling shareholders and other related parties of the company occupy the company’s funds in violation of relevant laws, administrative regulations, departmental rules and other normative documents, the company shall timely issue a reminder notice and agree to report to the relevant departments, requiring the relevant departments to investigate their legal responsibilities. If losses are caused to the company, the company shall claim compensation in time, and claim through litigation and other legal forms when necessary.
The company shall regulate and reduce related party transactions as much as possible. When dealing with operating capital transactions with controlling shareholders and other related parties, the company shall strictly restrict the occupation of company funds by controlling shareholders and other related parties.
Chapter VI supplementary provisions
Matters not covered in this system shall be implemented in accordance with the relevant national laws, regulations, normative documents and the relevant provisions of the articles of association mentioned in Article 1 of this system; In case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
When the system needs to be modified according to the actual situation, it must be deliberated and approved by the board of directors.
The system shall be interpreted by the board of directors of the company.
The system shall come into force from the date of deliberation and approval by the board of directors of the company.
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. February 2002
