Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Comparison table of amendments to the rules of procedure of the board of 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 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 board of directors.
The proposal on Amending the rules of procedure of the board of directors of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. was considered and adopted at the board meeting. The amendment of the rules of procedure of the board of directors 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 3 the board of directors is composed of 9 directors. Article 3 the board of Directors consists of seven directors, three of whom have a chairman. The chairman is composed of all directors and independent directors of the company.
More than half of them are elected and dismissed. The board of directors shall have a chairman and a vice chairman if necessary. The directors may be concurrently held by senior managers, but one senior person shall be concurrently held to assist the chairman in his work. The total number of directors holding the posts of chairman, vice chairman and management personnel shall not exceed 1 / 2 of the total number of directors elected and dismissed by more than half of all directors of the company. No. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties. If there is no vice chairman or the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Directors may be concurrently held by senior managers, but the total number of directors concurrently holding senior management positions shall not exceed 1 / 2 of the total number of directors of the company.
Article 6 the board of directors shall exercise the following functions and powers: Article 6 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders (I) convene the general meeting of shareholders and report to the general meeting of shareholders; Work;
(II) implement the resolutions of the general meeting of shareholders; (II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company's business plan and investment plan; (III) determine the company's business plan and investment plan; (IV) formulate the company's annual financial budget plan and decision (IV) formulate the company's annual financial budget plan and decision
Before and after modification
Calculation scheme; Calculation scheme;
(V) formulate the company's profit distribution plan and loss recovery plan (V) formulate the company's profit distribution plan and loss recovery plan; Loss plan;
(VI) formulate plans for the increase or decrease of the company's registered capital, (VI) formulate plans for the increase or decrease of the company's registered capital, the issuance of bonds or other securities and the listing of the company; Issuance of bonds or other securities and listing plan; (VII) formulate plans for the merger, division, dissolution or change of the company (VII) formulate plans for the company's major acquisition and acquisition of the company's shares; Or the merger, division, dissolution and change of company form (VIII) review and approve or authorize the general manager to approve the company's external proposal; Investment, asset purchase or disposal, asset mortgage, external (VIII) within the scope of authorization of the general meeting of shareholders, decide the company's guarantee and entrusted financial management and other matters. Investment outside laws and administrative regulations, acquisition and sale of assets, asset mortgage, external guarantee and the articles of association require submission to the general meeting of shareholders for approval, entrusted financial management, related party transactions Except for external donations or those that cannot be authorized to the general manager for approval; matter;
(IX) decide on the establishment of the company's internal management organization; (IX) decide on the establishment of the company's internal management organization; (x) appoint or dismiss the company's general manager and the board of directors (x) appoint or dismiss the company's general manager and the Secretary of the board of directors, and decide on their remuneration, rewards and punishments; According to the general secretary, and decide on his remuneration, rewards and punishments; According to the nomination of the general manager, appoint or dismiss the nomination of the deputy general manager and manager of the company, appoint or dismiss the deputy general manager, chief financial officer and other senior managers of the company, determine their remuneration, chief financial officer and other senior managers, and determine their remuneration, rewards and punishments; And rewards and punishments;
（11） Formulate the basic management system of the company; （11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association; （12） Formulate the amendment plan of the articles of Association; （13） Formulate the stock acquisition plan of the company; （13） Formulate the stock acquisition plan of the company;
（14） Manage the information disclosure of the company; （14） Manage the information disclosure of the company;
（15） (15) to propose the appointment or dismissal of the accounting firm to the general meeting of shareholders; Accounting firm;
（16） Review and approve other major related party transactions except for laws, regulations and normative documents (16) review and approve other major related party transactions except for those that shall be approved by the general meeting of shareholders according to laws, regulations and normative documents, and conduct major related party transactions on the implementation of the related party transaction management system, Make a special report to the general meeting of shareholders on the implementation of related party transaction management system and related party transactions, and make a special report to the general meeting of shareholders on related party transactions; Report;
（17） Report to the general manager of the company
Before and after modification
Check the work of the general manager; Check the work of the general manager;
（18） Other functions and powers stipulated in laws, regulations, normative documents, the company's (XVIII) laws, regulations, normative documents and the articles of association and other functional articles authorized by the general meeting of shareholders and authorized by the general meeting of shareholders.
Right.
Article 7 the board of directors shall determine the authority of foreign investment and acquisition. Article 7 the board of directors shall determine the authority of foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, sale of assets, asset mortgage, external guarantee, entrusted financial management and connected transactions, establish strict examination and decision-making procedures, the authority of connected transactions and external donation, and establish strict examination procedures. For major investment projects, relevant experts and professionals shall be organized to conduct investigation and decision-making procedures. Major investment projects shall be reviewed by relevant personnel and reported to the general meeting of shareholders for approval. Among them, experts and professionals shall review and report to the general meeting of shareholders for approval of the following transactions (except providing guarantee and financial assistance). Among them, the following transactions (the provision of guarantee and Finance shall be approved by the board of directors: except for financial assistance) shall be approved by the board of directors:
（1） The total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period. The total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one has both book value and evaluated value, Take the higher one as the calculation data; As calculation data;
（2） (II) the operating income of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 10% of the company's audited operating income in the latest fiscal year, and the absolute amount accounts for more than 10% of the audited operating income, And the absolute amount exceeds RMB 10 million; More than 10 million yuan;
（3） (III) the net profit related to the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the company's audited net profit in the latest accounting year, and the absolute amount exceeds more than 10% of the audited net profit, And the absolute amount exceeds 1 million yuan; 1 million yuan;
（4） The transaction amount of the transaction (including debts and expenses) (IV) the transaction amount (including debts and expenses) accounts for 10% of the latest audited net assets of the company, accounting for more than 10% of the latest audited net assets of the company, and the absolute amount exceeds 10 million yuan; And the absolute amount exceeds RMB 10 million; （5） The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest accounting year (5), and the absolute amount is more than 10% of the audited net profit, and the absolute amount is more than 1 million yuan. More than 1 million yuan.
If the data involved in the above index calculation is negative, take it. If the data involved in the above index calculation is negative, take it
Before and after modification
Absolute value calculation. Absolute value calculation.
The financial assistance provided by the company shall be approved and made by more than two-thirds of the directors attending the board meeting and more than two-thirds of the directors attending the board meeting
And timely fulfill the obligation of information disclosure. And timely fulfill the obligation of information disclosure.
External guarantees shall be submitted to the board of directors for deliberation. External guarantee matters of external guarantee shall be submitted to the board of directors for deliberation. When the external guarantee matters are submitted to the board of directors for deliberation, they shall obtain the consent of more than two-thirds of the directors attending the board meeting, more than two-thirds of the directors attending the plenary meeting and more than two-thirds of all independent directors. More than two-thirds of the independent directors agree.
Related party transactions between the company and related parties (except for related party transactions between the company and related parties (except for providing guarantees), which meet one of the following standards, shall be submitted to the board of directors for deliberation and approval:
(I) the transaction amount between the company and the connected natural person is more than (I) the transaction amount between the company and the connected natural person is more than 300000 yuan; Transactions of more than 300000 yuan;
(II) the transaction amount between the company and the affiliated legal person accounts for more than 0.1% of the company's latest audited total assets or market value, and the transaction amount between the company and the affiliated legal person accounts for more than 3 million yuan. And more than 3 million yuan.
If the company intends to conduct related party transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain an independent director's change before submitting to the board of directors for deliberation, and obtain the prior approval opinion of the independent director before submitting to the board of directors for deliberation. The prior approval opinions of independent directors shall be approved in advance. The prior approval opinions of independent directors shall be approved by more than half of all independent directors, and shall be disclosed in the announcement of related party transactions. Disclosed in the transaction announcement.
Article 19 in principle, the meeting materials shall be delivered to the directors in accordance with Article 10 and Article 19 of these rules. In principle, the meeting materials shall be delivered to the directors in accordance with the time specified in Article 15 of these rules, and later than the time specified in Article 5 of the notice. If the notice is later than the notice, the company shall give the directors enough time to familiarize themselves with the relevant issues, The company shall give directors sufficient time to familiarize themselves with relevant materials. If more than half of all directors think that the meeting materials are not sufficient. If more than half of all directors or two or more independent directors are divided or the argument is unclear, they can jointly submit a proposal in writing to the directors. If the directors think that the meeting materials are insufficient or the argument is unclear, the meeting can postpone the convening of the meeting of the board of directors or postpone the deliberation, they can jointly submit a proposal in writing to the board of directors to postpone the convening of the meeting, which shall be adopted by the board of directors, The company shall timely hold a meeting of the board of directors or postpone the deliberation of the proposal, and the board of directors shall disclose relevant information. If it is adopted, the company shall disclose the relevant information in time
