Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Information disclosure management system
(February 2022)
Chapter I General Provisions
Article 1 in order to ensure the timely, accurate, sufficient and complete information disclosure of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”) and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China, administrative measures for information disclosure of listed companies, listing rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as “Listing Rules”) Laws, regulations and rules such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure Affairs (hereinafter referred to as “self regulatory guidelines for No. 5”) This system is formulated in accordance with the relevant provisions of normative documents and 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”) and in combination with the actual situation of the company.
Article 2 this system is applicable to the information disclosure of the following personnel and institutions:
(I) secretary of the board of directors and Information Disclosure Management Department of the company;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) principals of all departments, branches and subsidiaries of the company;
(VI) controlling shareholders and major shareholders holding more than 5% of the shares of the company;
(VII) other company personnel and departments responsible for information disclosure.
The management department of the company’s information disclosure affairs is a permanent institution responsible for the company’s information disclosure.
The company appoints the Secretary of the board of directors to be specifically responsible for information disclosure. Except for the written authorization of the board of directors and compliance with the relevant provisions of the listing rules, No. 5 self regulatory guidelines and the articles of association, the company shall not release any undisclosed material information of the company.
Chapter II Basic Principles and general provisions of information disclosure
Article 3 information disclosure obligors shall timely perform the obligation of information disclosure in accordance with laws, administrative regulations, departmental rules, other normative documents, this system and other provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, There shall be no false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations. Information disclosure shall comply with the principles of fair information disclosure and timeliness.
Article 4 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor.
The information voluntarily disclosed by the information disclosure obligor shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure.
The information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 5 the directors, supervisors and senior managers of the company shall ensure that the information disclosed by the company is true, accurate, complete, timely and fair. If the content of the information disclosed cannot be guaranteed to be true, accurate and complete, they shall make a corresponding statement in the announcement and explain the reasons. If the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall disclose them.
Authenticity means that the information disclosed by the listed company and relevant information disclosure obligors shall be based on objective facts or judgments and opinions with factual basis, truthfully reflect the objective situation, and there shall be no false records and false statements. Accuracy means that the information disclosed by the listed company and relevant information disclosure obligors shall use clear and appropriate language, concise and easy to understand words, the content shall be easy to understand, and shall not contain any words of publicity, advertising, compliment or exaggeration, and misleading statements.
Integrity means that the information disclosed by the listed company and relevant information disclosure obligors shall be complete in content, complete in documents, and in format in accordance with the prescribed requirements, without major omissions.
Timely means that the listed company and relevant information disclosure obligors shall disclose major information within the time limit specified in these rules.
Fairness means that listed companies and relevant information disclosure obligors shall publicly disclose major information to all investors at the same time to ensure that all investors can obtain the same information equally, shall not implement differential treatment policies, and shall not separately disclose, disclose or disclose undisclosed major information to specific objects in advance.
Article 6 when a company discloses information according to law, it shall submit the draft of the announcement and relevant documents for future reference to the stock exchange for registration, and publish them in the media that meet the conditions prescribed by the CSRC.
The full text of the information disclosure documents shall be disclosed on the website of Shenzhen Stock Exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of Shenzhen Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
The information disclosure obligors shall not release information on the company’s website and other media before the qualified media, and shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, or replace the temporary reporting obligations that should be performed in the form of regular reports.
If the company fails to disclose according to the set time, or the contents of the documents disclosed in the qualified media are inconsistent with the contents of the documents submitted to Shenzhen stock exchange for registration, it shall immediately report and disclose to Shenzhen Stock Exchange.
Article 7 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to the securities regulatory bureau of the place where the company is registered, and keep them at the company’s domicile and Shenzhen stock exchange for public inspection.
Article 8 the announcement manuscripts and relevant documents for future reference submitted by the company shall be in Chinese, and if they are in foreign languages at the same time, the company shall ensure that the contents of the two texts are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail.
Article 9 the company shall pay close attention to the media reports on the company and the trading of the company’s shares and their derivatives, and timely learn the real situation from the relevant parties. Reply truthfully to the inquiries raised by Shenzhen Stock Exchange on the above matters within the specified time limit, and make a timely, true, accurate and complete announcement on the relevant situation in accordance with the provisions of this system and the requirements of Shenzhen Stock Exchange.
Article 10 shareholders, actual controllers, purchasers and other relevant information disclosure obligors of the company shall perform the obligation of information disclosure in accordance with relevant regulations, timely inform the company of major events that have occurred or are to occur, and actively cooperate with the company in information disclosure.
Article 11 if the events occurred or related to the company do not meet the disclosure standards of the listing rules, or there are no specific provisions in the listing rules, but the Shenzhen Stock Exchange or the board of directors of the company believe that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose them in time in accordance with the listing rules.
Article 12 Where the documents submitted by the company to shareholders, actual controllers and other third parties involve undisclosed material information, they shall be disclosed in accordance with this system.
Article 13 major events of the company’s holding subsidiaries as stipulated in this system shall be deemed as major events of the company, and the provisions of this system shall apply.
Article 14 in case of major events specified in this system in the company’s joint-stock company, in principle, the relevant data shall be calculated according to the shareholding ratio of the company in the joint-stock company, and the provisions of this system shall apply; Where a major event occurs in a company in which the company shares does not meet the standards specified in this system, but may have a significant impact on the trading price or investment decision of the company’s shares and their derivatives, it shall perform the obligation of information disclosure with reference to the provisions of this system.
Chapter III basic contents of information disclosure
Article 15 the forms of information disclosure of the company include regular reports and interim reports.
Article 16 the periodic reports that the company shall disclose include annual reports, semi annual reports and quarterly reports. The company shall prepare and disclose periodic reports in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
The company shall disclose the annual report within four months from the end of each fiscal year, the semi annual report within two months from the end of the first half of each fiscal year, and the quarterly report within one month after the end of the first three months and the first nine months of each fiscal year.
The disclosure time of the company’s first quarter report shall not be earlier than that of the previous year’s annual report.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the Shenzhen Stock Exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 17 the annual report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total amount of shares and bonds, the total number of shareholders at the end of the reporting period, and the shareholding of the company’s top 10 shareholders and circulating shareholders;
(IV) shareholders holding more than 5%, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers;
(VI) report of the board of directors;
(VII) management discussion and analysis;
(VIII) major events during the reporting period and their impact on the company;
(IX) full text of financial accounting report and audit report;
(x) other matters stipulated by the CSRC and Shenzhen Stock Exchange.
Article 18 the semi annual report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total number of shareholders, the shareholding of the company’s top 10 shareholders, and the changes of controlling shareholders and actual controllers;
(IV) management discussion and analysis;
(V) major litigation, arbitration and other major events during the reporting period and their impact on the company;
(VI) financial and accounting reports;
(VII) other matters stipulated by the CSRC and Shenzhen Stock Exchange.
Article 19 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) other matters stipulated by the CSRC and Shenzhen Stock Exchange.
Article 20 the board of directors of the company shall ensure that the company’s periodic reports are disclosed on time. If the resolution of the board of directors on the periodic report cannot be formed for some reason, the relevant matters shall be disclosed in the form of announcement of the board of directors, explain the specific reasons and existing risks for the failure to form the resolution of the board of directors, and disclose the opinions of independent directors. The company shall not disclose periodic reports that have not been examined and approved by the board of directors.
Article 21 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the company’s periodic reports according to law; The board of supervisors shall review the company’s periodic reports prepared by the board of directors according to law and put forward written review opinions, stating whether the preparation and review procedures of the board of directors for the periodic reports comply with laws and regulations and the provisions of the CSRC and Shenzhen Stock Exchange, and whether the contents of the reports truly, accurately and completely reflect the actual situation of the company.
If a director or supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or has objections, he shall vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews the periodic report.
If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Directors, supervisors and senior managers shall follow the principle of prudence in expressing their opinions in accordance with the above provisions, and their responsibility to ensure the authenticity, accuracy and integrity of the contents of periodic reports is naturally exempted not only because of their opinions.
The directors, supervisors and senior managers of the company shall not refuse to sign written opinions on the company’s periodic reports for any reason, which will affect the timely disclosure of the periodic reports.
Article 22 the accounting firm hired by the company to provide it with financial and accounting report audit, net asset verification and other relevant services shall comply with the provisions of the securities law of the people’s Republic of China.
Article 23 the financial and accounting reports in the annual report shall be audited by an accounting firm.
The financial and accounting reports in the semi annual report of the company may not be audited, but under any of the following circumstances, the company shall hire an accounting firm to audit:
(I) it is proposed to make profit distribution (except for cash dividends only), convert the accumulation fund into share capital or make up for losses according to the semi annual report;
(II) other circumstances that the CSRC or Shenzhen Stock Exchange deems necessary for audit.
The financial information in the company’s quarterly report does not need to be audited, unless otherwise stipulated by the CSRC or Shenzhen Stock Exchange.
Article 24 If the financial and accounting report of the company in the latest fiscal year is denied or unable to express an opinion by the certified public accountant, it shall explain whether the circumstances leading to the denial or inability to express an opinion have been eliminated in the first semi annual report and the third quarterly report disclosed later.
If a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation on the matters involved in the audit opinion.
Article 25 Where the company is ordered to make corrections due to errors or false records in the financial and accounting reports publicly disclosed in the previous period, or the board of directors decides to make corrections, it shall disclose them in time when it is ordered to make corrections or the board of directors makes corresponding decisions, It shall be corrected and disclosed in accordance with the relevant provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information of China Securities Regulatory Commission.
Article 26 Where the company is expected to have one of the following circumstances in its annual operating performance or financial situation,
