Independent director of International Human Resources Co., Ltd
Independent opinions on matters related to the seventh meeting of the third board of directors
In accordance with the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, departmental rules and normative documents, as well as the articles of Association, working system of independent directors and other relevant provisions, As an independent director of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company” or “the company”), based on our independent judgment and after carefully reviewing the relevant proposals and materials provided by the board of directors of the company, we hereby express the following independent opinions on the relevant matters considered at the seventh meeting of the third board of directors of the company: I The independent opinions on the proposal on repurchase and cancellation of some granted but unlocked restricted shares are in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. and the administrative measures for the assessment of the implementation of the 2019 restricted stock incentive plan And other relevant rules and regulations, we reviewed the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. We agree that this repurchase and cancellation complies with the relevant provisions of the administrative measures and will not affect the continuous operation of the company, have a material impact on the financial status and operating results of the company, and will not damage the interests of the company and all shareholders. Therefore, we agree that the company will repurchase and cancel all 50680 shares of the above-mentioned restricted shares that have been granted but have not been lifted, and the repurchase price of the part granted for the first time is 14.928 yuan / share; The repurchase price of the reserved grant part is 29.585 yuan / share. 2、 Independent opinions on the proposal on adjusting the repurchase price of the company’s restricted stock incentive plan in 2019 independent directors believe that the company’s adjustment of the repurchase price of the restricted stock incentive plan in 2019 complies with the relevant provisions of the management measures, incentive plan and other laws, regulations and normative documents. We unanimously agree that the company will adjust the repurchase price of the restricted stock incentive plan in 2019. 3、 Independent opinions on the proposal on the first granting of part of the second release period of restricted stock incentive plan in 2019 and the achievement of the release conditions of part of the first release period of restricted stock incentive plan
1. After verification, the assessment indicators of the company and the incentive objects to be lifted this time meet the relevant provisions of the company’s management measures and incentive plan. There is no situation that the restriction cannot be lifted as stipulated in the management measures for equity incentive of listed companies and incentive plan. The subject qualification of the lifting of the restriction is legal and effective;
2. The relevant decision-making procedures of the company comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, and the review results are legal and effective;
3. The company’s restricted stock incentive plan does not violate the provisions of relevant laws and regulations in lifting the restriction on the sale of each incentive object, and the lifting of the restriction does not harm the interests of the company and shareholders;
To sum up, we believe that the conditions for the release of restrictions in the second release period of restricted shares granted for the first time in the company’s restricted stock incentive plan in 2019 and the first release period of restricted shares reserved for grant have been met, and we agree that the company will handle the release procedures for relevant incentive objects. 4、 Independent opinions on the proposal on increasing the implementation subject of raised investment projects and using the raised funds to increase the wholly-owned subsidiaries of the company
After review, we believe that this raised investment project is an appropriate adjustment based on the actual situation of the raised investment project, and there is no situation of changing the purpose of the raised funds and damaging the interests of the company and shareholders, changing the investment direction of the raised funds and the essence of the project implementation, and affecting the implementation of the raised investment project, Comply with relevant normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the relevant provisions of the company’s management system for raised funds. Therefore, we unanimously agree to increase the implementation subject of the raised investment project and use the raised funds to increase its capital. 5、 Independent opinions on the proposal on establishing a special account for raised funds and signing relevant supervision agreements for raised funds by wholly-owned subsidiaries
After review, we believe that the establishment of the special account for raised funds and the signing of the supervision agreement for raised funds are based on the increase of the implementation subjects of raised investment projects and the capital increase of the implementation subjects of new raised investment projects. There are no violations of laws and regulations, which is conducive to promoting the implementation of raised investment projects of the company. Therefore, we unanimously agree to set up a special account for raised funds and sign a supervision agreement for raised funds. 6、 Independent opinions on the proposal on adjusting the senior management of the company
After review, we believe that the position adjustment of Ms. Chen Song and Ms. you Tingting is carried out on the basis of fully understanding the identity, education, occupation and professional quality of the employed person. The employed person has the qualification and ability to serve as the senior management of the company and is competent for the responsibilities of the employed position, There is no prohibition on holding the post of senior management of the company as stipulated in the company law, and there is no situation that the person is confirmed as a market prohibited person by the CSRC and the prohibition has not been lifted. It meets the conditions for holding the post of senior management of the company.
The company’s senior management appointment procedures comply with national laws, regulations, the articles of association and other relevant provisions, and there is no damage to the legitimate interests of the company and all shareholders. We agree that the board of directors shall appoint Ms. Chen Song as the deputy general manager of the company and Ms. you Tingting as the chief financial officer of the company. The term of office starts from the date of deliberation and approval at the seventh meeting of the third board of directors to the date of expiration of the third board of directors. 7、 Independent opinions on the proposal on the appointment of chief technology officer
The company’s senior management appointment procedures comply with national laws, regulations, the articles of association and other relevant provisions, and there is no damage to the legitimate interests of the company and all shareholders. We agree that the board of directors shall appoint Mr. Liu Zhi as the chief technology officer of the company, with a term of office from the date of deliberation and approval at the seventh meeting of the third board of directors to the date of expiration of the third board of directors.
Independent director: Yu Xingxi, Xun Endong, Zhang Weihua February 17, 2022
