Securities code: 300662 securities abbreviation: Beijing Career International Co.Ltd(300662) Announcement No.: 2022-003 Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Announcement of resolutions of the 7th Meeting of the 3rd board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Beijing Creative Distribution Automation Co.Ltd(002350) the seventh meeting of the third board of directors (hereinafter referred to as “the meeting”) of International Human Resources Co., Ltd. (hereinafter referred to as “the company”) issued a notice of the meeting to all directors on February 7, 2022. The meeting was held on site at 9:30 a.m. on February 17, 2022 in the company’s conference room, convened and presided over by Mr. Gao Yong, chairman of the board. There are 7 directors who should attend the meeting and 7 actually attended the meeting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other relevant laws and regulations and 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”), and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. The proposal on repurchasing and canceling some granted but not unlocked restricted shares was deliberated and adopted. Among the first granted and reserved granted incentive objects in the incentive plan of the company, four incentive objects no longer have incentive qualification due to resignation, and five incentive objects failed to achieve excellence due to personal performance assessment, As a result, some or all of the restricted shares granted but not lifted shall not be lifted. The company plans to repurchase and cancel a total of 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. The deliberation procedures of the board of directors on the repurchase and cancellation of some restricted shares comply with relevant regulations and are legal and effective.
For details, please refer to the announcement on repurchase and cancellation of some granted but not unlocked restricted shares published on the gem information disclosure website designated by the CSRC on the same day.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on adjusting the repurchase price of the company’s restricted stock incentive plan in 2019 was reviewed and approved. According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s restricted stock incentive plan in 2019, the company shall adjust the grant price of the restricted stock incentive plan.
Adjusted first restricted stock repurchase price: 15.023-0.095 = 14.928 yuan / share.
The adjusted repurchase price of reserved restricted shares: 29.68-0.095 = 29.585 yuan / share.
For details, please refer to the announcement on adjusting the repurchase price of the company’s restricted stock incentive plan in 2019 published on the same day on the gem information disclosure website designated by the CSRC.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
The independent directors of the company have expressed their independent opinions on this proposal.
3. The proposal on the achievement of the conditions for lifting the restrictions on sales in the first granted part of the second lifting period and the reserved part of the first lifting period of the restricted stock incentive plan in 2019 was reviewed and approved
According to the relevant provisions of the measures for the administration of equity incentives of listed companies and the 2019 restricted stock incentive plan, the second release period of restricted shares granted for the first time has expired on January 9, 2022, and the release conditions have been met; The first release period of restricted shares reserved for grant has expired on December 3, 2021, and the release conditions have been fulfilled.
For details, please refer to the announcement on the achievement of the conditions for the lifting of restrictions in the first granted part of the second lifting of restrictions and the first lifting of restrictions in the reserved part of the restricted stock incentive plan in 2019 published on the same day on the gem information disclosure website designated by the CSRC.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
The independent directors of the company have expressed their independent opinions on this proposal.
4. Deliberated and passed the proposal on the change of registered capital and other terms, the amendment of the articles of association and the handling of industrial and commercial change registration
In view of the fact that the four incentive objects granted by the company’s restricted stock incentive plan in 2019 resigned for personal reasons, and the personal performance assessment of five incentive objects did not achieve excellence, the company plans to repurchase and cancel a total of 50680 shares of restricted shares held by the above-mentioned personnel that have been granted but not lifted. The total share capital of the company was changed from 196887795 shares to 196837115 shares. The registered capital of the company will be reduced from 196887795 yuan to 196837115 yuan. At the same time, according to the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions, and in combination with the actual situation of the company, the company plans to revise other provisions of the articles of association.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
For details, please refer to the announcement on the amendment of the articles of association and the handling of industrial and commercial registration of changes in registered capital and other terms published on the same day on the gem information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on increasing the implementation subject of raised investment projects and using the raised funds to increase the wholly-owned subsidiary of the company was deliberated and adopted
In order to facilitate the management of raised funds and promote the smooth implementation of raised investment projects:
The company plans to use the funds raised from the “group informatization upgrading construction project” to increase the capital of Kerui digital technology (Suzhou) Co., Ltd. (hereinafter referred to as “Kerui digital technology”) for the fund-raising project of the “group informatization upgrading construction project”, mainly focusing on the company’s office collaborative support, group management application The group’s strategic decision-making and data storage, data computing power, data security and other aspects.
The company plans to use the funds raised by the “digital transformation human capital platform construction project” to increase the capital of Kerui digital division, the main body of the new raised investment project, by 30 million yuan for the construction of regional talent digital comprehensive management system in the “digital transformation human capital platform construction project”.
The company plans to use the funds raised by the “digital transformation human capital platform construction project” to increase the capital of Suzhou jupin Network Technology Co., Ltd. (hereinafter referred to as “Suzhou jupin”), the implementation subject of the new raised investment project, by RMB 70 million for the construction of human resources supply chain ecological platform in the “digital transformation human capital platform construction project”.
For the above capital increase, the company will sign relevant regulatory agreements and conduct special account management with Kerui digital division and Suzhou jupin. In addition to the above changes, the total investment, raised capital investment and construction content of the project will not change.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
The independent directors of the company have expressed their independent opinions on this proposal.
6. The proposal on the establishment of a special account for raised funds by a wholly-owned subsidiary and the signing of relevant regulatory agreements for raised funds was reviewed and approved
In order to standardize the management and use of raised funds and protect the interests of investors, According to the regulatory guidelines for 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 (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant normative documents and the company According to the regulations of the use and management system of raised funds, the company plans to open special accounts for raised funds in China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch and China Minsheng Banking Corp.Ltd(600016) Beijing Branch for the wholly-owned subsidiaries of “group information upgrading construction project” and “digital transformation human capital platform construction project”. With regard to the supervision of the special account for raised funds, the company plans to sign the supervision agreement for raised funds with the wholly-owned subsidiaries Kerui digital division, Suzhou jupin, the sponsor China Securities Co.Ltd(601066) and China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch and China Minsheng Banking Corp.Ltd(600016) Beijing Branch.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
The independent directors of the company have expressed their independent opinions on this proposal.
7. Deliberated and passed the proposal on adjusting senior management of the company
In order to better promote the integration and coordination between the post investment company and Kerui business, implement the company’s overall solutions to all regions and promote the integration and development of regional business, combined with the actual operation of the company, it is agreed that Ms. Chen song will step down as the chief financial officer and appoint her as the deputy general manager of the company to be responsible for the management of the business of the post investment company of the group, and other positions will remain unchanged; At the same time, you Tingting is appointed as the chief financial officer of the company. The term of office starts from the date of adoption of this meeting to the date of expiration of the third board of directors.
For details, please refer to the announcement on adjusting the company’s senior managers and appointing the chief technology officer published on the same day on the gem information disclosure website designated by the CSRC.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
The independent directors of the company have expressed their independent opinions on this proposal.
8. Deliberated and passed the proposal on the appointment of chief technology officer
According to the needs of the company’s new technology development and R & D team construction, Mr. Liu Zhi is appointed as the chief technology officer of the company upon the nomination of the general manager. The term of office starts from the date of adoption of this meeting to the date of expiration of the third board of directors.
For details, please refer to the announcement on adjusting the company’s senior managers and appointing the chief technology officer published on the same day on the gem information disclosure website designated by the CSRC.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
The independent directors of the company have expressed their independent opinions on this proposal.
9. Deliberated and passed the proposal on capital increase of wholly-owned subsidiaries
Based on the development needs of the company’s globalization strategy, it is proposed to use its own funds of US $14.2 million (about 90.454 million yuan, which is finally subject to the exchange rate of foreign exchange purchase on the day of actual payment) to increase the capital of Beijing Career International Co.Ltd(300662) Human Resources Asia Pacific (Hong Kong) Limited, a wholly-owned subsidiary of the company, Hereinafter referred to as “Hong Kong AP”) is used for its subsequent overseas business development and project acquisition. After the capital increase, the registered capital of Hong Kong AP will increase from US $38.8 million to US $53 million, and the company holds 100% of its equity.
For details, please refer to the announcement on capital increase of wholly-owned subsidiaries and foreign investment in the establishment of wholly-owned subsidiaries published on the same day on the gem information disclosure website designated by the CSRC.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
10. Deliberated and passed the proposal on foreign investment and establishment of wholly-owned subsidiaries
According to the needs of the company’s regional strategic planning, the company plans to use its own capital of RMB 2 million to invest and establish a wholly-owned subsidiary Chifeng kezhirui Human Resources Service Co., Ltd. (tentative name, and the final name shall be subject to industrial and commercial registration). The establishment of the new company mainly carries out training, human resources consulting business, recruitment, it development, technology transfer, software development, information technology services, application software services, examination and examination services, consulting services and other related businesses.
For details, please refer to the announcement on capital increase of wholly-owned subsidiaries and foreign investment in the establishment of wholly-owned subsidiaries published on the same day on the gem information disclosure website designated by the CSRC.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
11. The proposal on Amending the information disclosure management system was deliberated and adopted
The directors of the company carefully reviewed the revised information disclosure management system and believed that the revised content was in line with the actual situation of the company and met the requirements of the latest relevant regulations.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
12. Deliberated and passed the proposal on Amending the internal audit management system
The directors of the company carefully reviewed the revised internal audit management system and believed that the revised content was in line with the actual situation of the company and met the requirements of the latest relevant regulations.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
13. The proposal on Amending the registration and filing system for insiders of inside information was deliberated and adopted
The directors of the company carefully reviewed the revised registration and filing system for insiders and believed that the revised content was in line with the actual situation of the company and met the requirements of the latest relevant regulations.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
14. Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
The directors of the company carefully reviewed the revised rules of procedure of the general meeting of shareholders and believed that the revised contents were in line with the actual situation of the company and met the requirements of the latest relevant regulations.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
15. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
The directors of the company carefully reviewed the revised rules of procedure of the board of directors and believed that the revised contents were in line with the actual situation of the company and met the requirements of the latest relevant regulations.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
16. The proposal on Amending the working system of independent directors was deliberated and adopted
The directors of the company carefully reviewed the revised working system of independent directors and believed that the revised content was in line with the actual situation of the company and met the requirements of the latest relevant regulations.
Voting: 7 votes in favor; 0 abstention; 0 votes against.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
17. Examine
