Securities code: 300662 securities abbreviation: Beijing Career International Co.Ltd(300662) Announcement No.: 2022-007 Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Amendment of the articles of association with respect to changes in registered capital and other terms
And the announcement of handling industrial and commercial change registration
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
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, deliberated and adopted the proposal on changing the registered capital and other terms, amending the articles of association and handling the change registration of industry and commerce, In view of the fact that the four incentive objects granted by the company’s restricted stock incentive plan in 2019 resigned for personal reasons, and the personal performance assessment of five incentive objects did not achieve excellence, the company plans to repurchase and cancel a total of 50680 shares of restricted shares held by the above-mentioned personnel that have been granted but not lifted. After the consolidation of the above matters, the total share capital of the company was changed from 196887795 shares to 196837115 shares. The registered capital of the company will be reduced from 196887795 yuan to 196837115 yuan. At the same time, according to the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions, and in combination with the actual situation of the company, the company plans to amend other articles of the articles of association. The details are as follows (the amendment is indicated in BOLD):
Original terms to be modified
Article 6 the registered capital of the company is 196887795 yuan. Article 6 the registered capital of the company is 196837115 yuan. The total number of shares is 196887795. Ten thousand yuan. The total number of shares is 19.67183 million.
Article 13 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the party constitution of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 18 the total number of shares of the company is 196887795. Article 20 the total number of shares of the company is 196837115 shares, with a par value of RMB 1 per share, all of which are ordinary shares. Shares, with a par value of RMB 1 per share, all ordinary shares.
Original terms to be modified
Article 40 the general meeting of shareholders is the authority of the company. According to Article 41, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: exercise the following functions and powers according to law:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan; (II) elect and replace directors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors; To decide on the remuneration of directors and supervisors; (III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget; (V) review and approve the company’s annual financial budget plan and final settlement plan; Project and final settlement plan;
(VI) review and approve the company’s profit distribution plan and (VI) review and approve the company’s profit distribution plan and loss recovery plan; Plans for making up losses;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; Resolutions;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution and liquidation of the company or (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Issue 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 the transaction exceeds 30% of the latest audited total assets of the company; Matters to be resolved;
（13） Deliberating and approving laws, regulations and normative documents (XIII) deliberating and approving other major assets that should be approved by the general meeting of shareholders as stipulated in laws, regulations and normative documents, and other major asset purchase or disposal, major asset mortgage and other matters that should be approved by the general meeting of shareholders as stipulated in laws, regulations and normative documents; Purchase or disposal, mortgage of major assets and other matters;
（14） (14) to examine and approve the transactions (except the provision of guarantees) between the company and its related parties, the amount of which is more than RMB 3000, and the amount of which is more than RMB 30 million, accounting for more than RMB million 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 an absolute value of more than 5%;
（15） For Article 23 (I) (15) of the articles of Association
Original terms to be modified
Make resolutions on the acquisition of the company’s shares in case (II) and the acquisition of the company’s shares in case (II); Make resolutions;
（16） Error in reviewing and approving the articles of association! No investment source cited (XVI) for deliberation and approval of Article 42 of the articles of association was found.
The external guarantees stipulated by the; Capital transactions;
（17） Deliberating and approving the provisions of Article 43 of the articles of Association (17) deliberating and approving the foreign investment matters specified in Article 43 of the articles of Association; External guarantees;
（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 holding (20) review and approve the board of directors, the board of supervisors and the separate share plan; Or shareholders holding more than 3% of the company’s shares in total put forward (20) to review and approve the proposals of the board of directors, the board of supervisors and separate proposals; Or shareholders who hold more than 3% of the company’s shares in total put forward (21) a proposal to review and approve laws, regulations and departmental rules; And other matters stipulated in the articles of association that shall be decided by the general meeting of shareholders to review and approve laws, regulations, departmental rules and the articles of association. Other matters decided by the general meeting of shareholders.
Article 42 for the following external guarantees of the company, the following external guarantees of the company shall be, It shall be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors: after the deliberation and approval of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation: (I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets (I) the amount of a single guarantee exceeds 10% of the company’s latest audited 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 that of the company within 12 consecutive months
Original terms to be modified
(VII) the assets of the company that have been audited by laws or administrative regulations in the latest period 30%;
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. If the company provides guarantee and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which belongs to items (I) to (IV) of paragraph 1 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Article 52 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting. Article 53 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. The board of directors shall propose in accordance with laws, administrative regulations and the articles of association. The board of directors shall propose the provisions of the articles of association within 10 days after receiving the proposal in accordance with laws, administrative regulations and the articles of association, 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, it shall issue a notice of convening the general meeting of shareholders within 5 days after the board of directors agrees to convene the extraordinary general meeting of shareholders. If the board of directors agrees to convene the extraordinary general meeting of shareholders, it shall issue a Notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. For the change of the original proposal in the notice, it shall solicit the notice of the meeting and the change of the original request in the notice, The consent of the board of supervisors shall be obtained. With the consent of the board of supervisors.
Original terms to be modified
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 54 the board of supervisors or shareholders decide to convene the general meeting of shareholders by themselves Article 55 the board of supervisors or shareholders decide to convene the general meeting of shareholders by themselves
