Articles of association of International Human Resources Co., Ltd
(February 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer and pledge four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders sixteen
Chapter V board of Directors twenty
Section 1 Directors twenty
Section 2 independent directors twenty-three
Section III board of Directors twenty-five
Section IV Special Committee of the board of Directors thirty
Section V Secretary of the board of Directors thirty-two
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-five
Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section II Internal Audit forty-one
Section III appointment of accounting firm forty-one
Chapter IX capital increase, liquidation and reduction forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation forty-two
Chapter X notice and announcement Chapter XI amendment of the articles of Association 45 Chapter XII Supplementary Provisions forty-five
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors, and standardize the organization and behavior of the company, 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”) and other relevant laws The articles of association are formulated in accordance with the provisions of laws, regulations and normative documents.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws, regulations and normative documents. The company is changed from the original Beijing Career International Co.Ltd(300662) human resources (Beijing) Co., Ltd. to a joint stock limited company, inheriting all the assets, liabilities and businesses of the original Beijing Career International Co.Ltd(300662) human resources (Beijing) Co., Ltd., and the original shareholder of Beijing Career International Co.Ltd(300662) human resources (Beijing) Co., Ltd. is the initiator of the company.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on May 12, 2017, the company issued 45 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on June 8, 2017.
Article 4 registered name of the company: Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Abbreviation: Beijing Career International Co.Ltd(300662)
English Name: Beijing career International Co, Ltd.
English abbreviation: career International
Article 5 company domicile: room 1301, building China Life Insurance Company Limited(601628) , No. 16, Chaowai Street, Chaoyang District, Beijing
Postal Code: 100020
Article 6 the registered capital of the company is 196837115 yuan. The total number of shares is 196837115.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, bring a lawsuit to the people’s court with jurisdiction in the place where the company is domiciled.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, the Secretary of the board of directors, the person in charge of Finance and other senior managers determined by the board of directors.
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.
Chapter II business purpose and scope
Article 14 the business purpose of the company is to provide effective recruitment solutions for customers. With the company’s extensive and in-depth understanding of the market, efficient and fast interview process and professional and practical interview skills, we can find the most suitable employees for customers. Adhere to the “customer-centered” business, and visit and find low, medium and high-end professionals according to the needs of customers. Provide senior management personnel visiting service, middle-level management personnel visiting service, large-scale recruitment project management.
Article 15 after registration according to law, the business scope of the company is: human resource management consulting, collection and release of human resource supply and demand information, and talent resource evaluation; Technology promotion and technical services; Engage in Internet human resources information services in accordance with relevant national regulations; Carry out online recruitment; Recommend workers for employers; Introduce employers to workers; Provide employment information services for employers and individuals; Carry out senior talent search service (the human resources service license is limited to June 10, 2024).
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB. The shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company is changed into a joint stock limited company, the names of the sponsors’ shareholders, the number of shares subscribed and the shareholding ratio are shown in the following table:
Serial number name / name of initiator number of shares (shares) shareholding ratio (%)
1 Beijing Yima Human Resources Co., Ltd. 36304200 48.4056
2 Corell International (Hong Kong) Limited 13519500 18.0260
3 kailingde management consulting (Shanghai) Co., Ltd. 327975 0.4373
4 Beijing Qiqi Consulting Co., Ltd. 8237250 10.9830
5 China Beijing Yunlian Consulting Co., Ltd. 315375 0.4205
6 GreatOceanCapitalLimited 189,225 0.2523
7 CareerRecruitmentConsulting(HongKong)Limited 1,274,025 1.6987
8 ErosaBusinessLtd 1,274,025 1.6987
9 CareersearchAndConsulting(HongKong)Limited 2,308,425 3.0779
10 Hangzhou Changdi equity investment partnership (limited partnership) 11250000 15.0000
Total 75000000 100
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. Article 21 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 22 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 23 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, except under any of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders; (V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
(I) the closing price of the company’s shares is lower than its net assets per share in the latest period;
(II) within 20 consecutive trading days, the closing price of the company’s shares has decreased by 30%.
The company shall not acquire shares other than the above circumstances.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in Item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer and pledge
Article 27 the shares of the company may be transferred according to law.
Article 28 the shares of the company held by the promoters shall not be changed within one year from the date when the company is changed into a joint stock limited company
