Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Working system of independent directors
(February 2022)
general provisions
Article 1 in order to further improve the corporate governance structure, improve the structure of the board of directors, strengthen the restraint and supervision mechanism for non independent directors and managers, protect the interests of minority shareholders and stakeholders, and promote the standardized operation of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations Normative documents and the 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”), with reference to the rules for independent directors of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) (hereinafter referred to as the “Stock Listing Rules”) This working system is formulated in accordance with relevant provisions such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of gem listing.
Article 2 independent directors shall perform their duties independently and impartially, and shall not be affected by the company’s major shareholders, actual controllers or other units and individuals having interests with the company and its major shareholders and actual controllers. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall timely notify the company and submit his resignation.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, the articles of association and the working system, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Chapter II qualifications
Article 4 in principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform their duties.
Article 5 at least one third of the members of the board of directors of the company shall be independent directors, and the independent directors shall include at least one accounting professional.
The independent director candidate nominated as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than five years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 if the number of independent directors of the company fails to reach the number specified in the articles of association due to the situation that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the company shall make up the number of independent directors according to the regulations.
Article 7 an independent director shall have the conditions for holding a post suitable for the exercise of his functions and powers.
Independent directors of the company shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(II) have the independence required by the working system;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) more than five years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing the duties of independent directors;
(V) other conditions stipulated in the articles of association.
Article 8 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) personnel who work in the company or its affiliated enterprises and their immediate family members and main social relations;
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) persons who hold posts in the company’s controlling shareholders, actual controllers and their affiliated enterprises and their immediate family members;
(V) personnel providing financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) personnel who have been in one of the situations listed in the preceding six items in the last 12 months;
(VIII) in the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
(IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC or the stock exchange
The immediate relatives mentioned in Item (I) of the preceding paragraph refer to spouses, parents, children, etc; Main social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses, etc. The affiliated enterprises of the controlling shareholders and actual controllers of the company in items (IV), (V) and (VI) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company according to article 10.1.4 of the stock listing rules.
The major business transactions mentioned in the preceding paragraph refer to the matters that need to be submitted to the general meeting of shareholders for deliberation according to the stock listing rules of the stock exchange and other relevant provisions or the articles of association of the company, or other major matters recognized by the stock exchange.
The term “holding a post” as mentioned in the preceding paragraph refers to serving as a director, supervisor, senior manager and other staff.
Candidates for independent directors shall not be nominated as directors of listed companies, and shall not have the following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months; (IV) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the post of director of a listed company;
(V) within 12 months after the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times or failed to attend the meeting of the board of directors in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors;
(VI) other circumstances recognized by Shenzhen Stock Exchange.
If he has served as an independent director of the same listed company for six consecutive years, he shall not be nominated as an independent director candidate of the listed company within 12 months from the date of the occurrence of the fact.
Article 9 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
When the general meeting of shareholders elects independent directors, the cumulative voting system shall be implemented.
Article 10 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, education background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent objective judgment.
Article 11 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 12 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
In addition to the above circumstances and the circumstances stipulated in the company law that an independent director shall not be removed from office without reason before the expiration of his term of office. In case of early dismissal, the company shall disclose it to the general meeting of shareholders as a special matter. If the dismissed independent director believes that the reason for the company’s dismissal is improper, he may make a public statement.
Article 13 an independent director may resign before his term of office expires. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the articles of association due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Chapter III functions and powers
Article 14 in addition to the functions and powers conferred on directors by the company law, the articles of association and other relevant laws and regulations, independent directors of the company also enjoy the following special functions and powers:
(I) major related party transactions (referring to related party transactions with a total amount of more than 30000 yuan or accounting for more than 5% of the absolute value of the company’s latest audited net assets) shall be approved by independent directors and submitted to the board of directors for discussion; Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his judgment.
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward proposals on profit distribution and conversion of capital reserve into shares, and directly submit them to the board of directors for deliberation;
(V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VII) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph; The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors. Items (I) and (II) of paragraph 1 can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
If the proposals listed in the first paragraph of this article are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 15 in addition to performing the duties specified in Article 14 of this work system, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
（1） Nomination, appointment and removal of directors;
（2） Appoint and dismiss senior managers;
（3） Remuneration of directors and senior managers;
（4） Appointment and dismissal of accounting firms;
（5） Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
（6） The company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
（7） Internal control evaluation report;
（8） The scheme for the relevant parties to change their commitments;
（9） The impact of preferred stock issuance on various shareholders’ equity of the company;
（10） The formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions that need to be disclosed, provision of guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, independent change of accounting policies of the company, investment in stocks and their derivatives and other major matters;
（12） Major asset restructuring plan, equity incentive plan, employee stock ownership plan and share repurchase plan; （13） The company plans to decide that its shares will no longer be traded in the stock exchange, or apply for trading or transfer in other trading places instead;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other circumstances stipulated by relevant laws, administrative regulations, departmental rules, normative documents, business rules of the stock exchange and the articles of association.
Article 16 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Unable to express opinions and their obstacles, the opinions expressed should be clear and clear. When the independent directors have different opinions and cannot reach an agreement, each independent director shall express their opinions separately. For matters that need to be disclosed, the company shall announce the opinions of the independent directors. When the independent directors have different opinions and can not reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 17 the company shall ensure that independent directors enjoy the same right to know as other directors.
Article 18 the company must notify the independent directors in advance of the matters that need to be decided by the board of directors and provide sufficient information at the same time. If the independent director considers that the information is insufficient, he may request supplement.
When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the board of directors meeting or the deliberation of the matter, which shall be adopted by the board of directors.
Article 19 when independent directors find that the company has the following circumstances, they shall actively perform the obligation of due diligence and, if necessary, hire an intermediary to conduct special investigation:
(I) important matters are not submitted to the board of directors for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the information disclosure;
(IV) other situations suspected of violating laws and regulations or damaging the interests of minority shareholders.
Article 20 the independent directors of the company shall submit and disclose their work report to the annual general meeting of shareholders of the company. The work report includes but is not limited to the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposing to convene the board of directors, proposing to hire or dismiss accounting firms, and independently hiring external audit institutions and consulting institutions;
(V) other work done to protect the legitimate rights and interests of minority shareholders.
Article 21 in addition to attending the meeting of the board of directors, independent directors shall ensure that they have no less than 10 days each year to conduct on-site investigation on the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors.
Article 22 the company shall establish the work record of independent directors, and the independent directors shall pass the work record of independent directors
