Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Rules of procedure of the general meeting of shareholders
(February 2022)
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”) and its shareholders, establish a perfect corporate governance structure, standardize the organization and behavior of the general meeting of shareholders, and improve the efficiency of the proceedings of the general meeting of shareholders, 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”), the rules for the general meeting of shareholders of listed companies (revised in 2022), the guidelines for the articles of association of listed companies (revised in 2022), and other laws, regulations and normative documents, as well as the relevant 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”), These rules are formulated in combination with the actual situation of the company. Article 2 These rules are binding on the company and its shareholders, directors, supervisors, senior managers and other relevant personnel attending the general meeting of shareholders as nonvoting delegates. Article 3 shareholders who legally and effectively hold shares of the company have the right to attend the general meeting of shareholders in person or by proxy, and enjoy all shareholders’ rights according to law. Article 4 shareholders (including their entrusted agents, the same below) attending the general meeting of shareholders shall abide by the provisions of relevant laws, regulations, normative documents and the articles of association, consciously maintain the order of the meeting and shall not infringe on the legitimate rights and interests of other shareholders. Article 5 when the company holds the general meeting of shareholders, a lawyer shall be employed to give legal opinions on the following issues and make a public announcement: (1) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association; （2） Whether the qualifications of the participants and the convener are legal and valid; （3） Whether the voting procedures and results of the meeting are legal and valid; （4） Other issues required by the company.
Article 6 the Secretary of the board of directors of the company shall be responsible for the preparation and organization of the general meeting of shareholders.
Chapter II powers and authorization of the general meeting of shareholders
Article 7 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: (1) decide on the company’s business policy and investment plan; （2） Elect and replace supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors; （3） Review and approve the report of the board of directors; （4） Review and approve the report of the board of supervisors; （5） Review and approve the company’s annual financial budget plan and final account plan; （6） Review and approve the company’s profit distribution plan and loss recovery plan; （7） Make resolutions on the increase or decrease of the company’s registered capital; （8） Make resolutions on the issuance of corporate bonds; （9） Make resolutions on the company’s dissolution, division, change of liquidation form; （10） Make resolutions on Amending the articles of Association; （11） Make resolutions on the employment and dismissal of accounting firms by the company; （12） To review the transactions of the company’s purchase and sale of assets within one year that exceed 30% of the company’s latest audited total assets; （13） Review and approve other major asset purchase or disposal, major asset mortgage and other matters that should be approved by the general meeting of shareholders according to laws, regulations and normative documents; （14） Review and approve the transactions (except the provision of guarantee) that the company intends to have with related parties with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets; （15） Review and approve the acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of Association; （16） Deliberating and approving the external guarantee matters stipulated in Article 8 of these rules; （17） Deliberating and approving the transactions specified in Article 9 of these rules; （18） Review and approve the change of the purpose of the raised funds; （19） Review and approve the equity incentive plan and employee stock ownership plan; （20） Review and approve the proposals put forward by the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company;
（21） Review and approve other matters that shall be decided by the general meeting of shareholders as stipulated in laws, regulations, departmental rules and the articles of association. Article 8 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders: (1) the guarantee with a single guarantee amount exceeding 10% of the company’s latest audited net assets; （2） Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets; （3） Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total audited assets of the company in the latest period (4) the guarantee provided for the guarantee object with an asset liability ratio of more than 70%; （5） Within 12 consecutive months, the guarantee amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 50 million yuan; （6） The guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months; （7） Guarantees provided to shareholders, actual controllers and their related parties; （8） Other guarantees stipulated by laws, administrative regulations or the articles of association. When the general meeting of shareholders deliberates the guarantee matters in Item (VI) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which belongs to items 1 to 4 of paragraph 1 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation. Article 9 the transactions of the company (except the provision of guarantee and financial assistance) shall be submitted to the general meeting of shareholders for deliberation: (1) the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data; （2） The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
（3） The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan; （4） The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan; （5） The net profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan. If the data involved in the above index calculation is negative, take its absolute value for calculation. Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of paragraph 1. If the transactions of the company only meet the criteria in Item 3 or item 5 of paragraph 1, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of paragraph 1.
Article 10 where the financial assistance provided by the company falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after more than two-thirds of the directors of the board of directors agree and make a resolution: (1) the latest audited asset liability ratio of the funded object exceeds 70%; （2） The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets; （3） Other circumstances stipulated by laws, administrative regulations or the articles of association. If the object of subsidy is a holding subsidiary within the scope of the company’s consolidated statements and the shareholding ratio exceeds 50%, the provisions of the preceding paragraph shall be exempted. Article 11 Where the amount of transactions between the company and related parties (except the provision of guarantee) exceeds 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, it shall be submitted to the general meeting of shareholders for deliberation. The following transactions between the company and its affiliates may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with the provisions of the preceding paragraph: (1) listed companies participating in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation); （2） Transactions in which the listed company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc; （3） The pricing of related party transactions is stipulated by the state;
（4） The related parties provide funds to the company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people’s Bank of China; （5） The company provides products and services to directors, supervisors and senior managers under the same trading conditions as non related persons. Article 12 Where the company provides guarantee for related parties, it shall be disclosed in time after the deliberation and approval of the board of directors and submitted to the general meeting of shareholders for deliberation. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee. Article 13 the matters to be decided by the general meeting of shareholders in accordance with laws, regulations, normative documents and the articles of association shall be deliberated by the general meeting of shareholders one by one, so as to protect the decision-making power of the shareholders of the company on such matters. However, if necessary, reasonable and legal, the general meeting of shareholders may authorize the board of directors to decide. The content of authorization shall be clear and specific.
Chapter III convening procedures of the general meeting of shareholders
Section I convening method of general meeting of shareholders
Article 14 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. Article 15 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence: (1) when the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association; （2） When the company’s outstanding losses reach 1 / 3 of the total paid in share capital; （3） At the request of shareholders who individually or jointly hold more than 10% of the shares of the company (hereinafter referred to as “proposing shareholders”); （4） When the board of directors deems it necessary; （5） When the board of supervisors proposes to hold a meeting; （6） Other circumstances stipulated by laws, administrative regulations, departmental rules and the articles of association. The proportion of voting rights mentioned in Item (III) of the preceding paragraph of this article shall be calculated according to the date when the proposing shareholder makes a written request. Section 2 convening of the general meeting of shareholders
Article 16 the general meeting of shareholders shall be convened by the board of directors according to law and presided over by the chairman of the board of directors. Article 17 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting of shareholders within 10 days after receiving the proposal. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it will explain the reasons and make a public announcement. Article 18 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting of shareholders within 10 days after receiving the proposal. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the board of supervisors. If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself. Article 19 the proposing shareholders have the right to request the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the request. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the proposing shareholder. If the board of directors does not agree to convene the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the proposing shareholder has the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing. If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original request in the notice shall be approved by the relevant proposing shareholders.
If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days (hereinafter referred to as “Convening shareholders”) may convene and preside over the general meeting of shareholders by themselves. Article 20 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and file with the stock exchange at the same time. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. The board of supervisors and the convening shareholders shall submit relevant supporting materials to the company’s stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. Article 21 the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the register of shareholders on the date of equity registration. Article 22 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company. Section III proposal and notice of shareholders’ meeting
Article 23 the contents of the proposal of the general meeting of shareholders shall fall within the scope of functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association. Article 24 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company. Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and announce the contents of the interim proposal. Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders. For proposals that are not listed in the notice and supplementary notice of the general meeting of shareholders or do not comply with the provisions of Article 23 of these rules, the general meeting of shareholders shall not vote and make resolutions. Article 25 the convener shall notify all shareholders by public announcement 20 days before the annual shareholders’ meeting (excluding the day of the meeting), and the extraordinary shareholders’ meeting shall notify all shareholders by public announcement 15 days before the meeting (excluding the day of the meeting).
Article 26 the notice of the shareholders’ meeting shall include the following contents: (1) the time and place of the meeting
