Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Insider registration and filing system
(February 2022)
Chapter I General Provisions
Article 1 in order to further standardize the management of inside information of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, safeguard the principle of “openness, fairness and impartiality” of information disclosure, and protect the legitimate rights and interests of investors, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies Relevant laws, 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, etc This system is hereby formulated in accordance with the relevant provisions of laws and regulations and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. and the information disclosure management system of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd.
Article 2 the board of directors of the company is the management organization of inside information, which is responsible for timely registering and submitting the files of insiders of inside information, and ensuring that the files of insiders of inside information are true, accurate and complete. The chairman is the main person in charge of the confidentiality of inside information, and the Secretary of the board of directors is responsible for organizing the confidentiality, registration and management of the company’s inside information, as well as the registration, filing and submission of insiders of inside information. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform the duties of the Secretary of the board of directors on his behalf. The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
The board of supervisors shall supervise the implementation of the registration and filing system for insiders.
Article 3 the office of the board of directors of the company is specifically responsible for the daily management of the company’s insider information. The information submitted or disclosed by the company according to law shall be carried out in strict accordance with the relevant provisions of securities supervision. The documents, CDs and other materials related to inside information and information disclosure shall be approved by the principal of relevant functional departments, reviewed by the office of the board of directors and approved by the Secretary of the board of directors before they can be reported and transmitted to the outside world.
Article 4 the company’s directors, supervisors, senior managers and all departments, branches and subsidiaries of the company shall do a good job in the registration and filing of insiders of inside information, and keep the inside information confidential. They shall not disclose the inside information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Chapter II Scope of inside information and insiders
Article 5 the insider information referred to in this system refers to the information that involves the operation and finance of the company or has a significant impact on the trading price of the company’s securities and their derivatives and has not been made public.
Article 6 the scope of inside information referred to in this system includes but is not limited to:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the debts due;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law; （11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Major changes in the company’s ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（16） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（17） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（18） Other matters stipulated in relevant laws, regulations, rules or other normative documents, or recognized by the CSRC and Shenzhen Stock Exchange.
Article 7 before information disclosure, the directors, supervisors, senior managers and other insiders of the company shall keep the insiders of the information to a minimum, and shall not disclose the company’s insider information, conduct insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives. Insiders referred to in this system refer to relevant internal and external personnel of the company who can contact and obtain insider information, including but not limited to:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, the company’s controlling shareholder, the largest shareholder, actual controller and their directors, supervisors and senior managers;
(III) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company, and personnel of internal and external units who participate in the planning, demonstration, decision-making, approval and other links of major matters of the company;
(V) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of securities trading places, securities companies, securities registration and settlement institutions, securities service institutions and intermediary institutions who can obtain insider information due to their position and work;
(VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(VIII) staff of relevant competent departments and regulatory institutions who can obtain inside information due to their statutory duties in the issuance and trading of securities or the management of listed companies and their acquisitions and major asset transactions;
(IX) other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in items (I) to (VIII).
(x) other personnel who can obtain inside information as stipulated by the CSRC and Shenzhen Stock Exchange.
Chapter III Registration and filing system
Article 8 before the public disclosure of inside information according to law, the company shall truthfully and completely fill in the files of insiders of inside information in accordance with this system, and timely record the list of insiders in the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method, content and other information of knowing the inside information, For the self inspection of the company and the inquiry of relevant regulatory authorities. Insiders of inside information shall confirm. The archival materials of insiders of inside information shall be kept for at least ten years from the date of recording (including supplement and improvement).
Article 9 when a company conducts major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase or discloses other matters that may have a significant impact on the trading price of the company’s securities, in addition to filling in the insider file of the listed company in accordance with Article 8 of the system, it shall also make a memorandum on the progress of major matters (see Annex I), The contents include but are not limited to the time of each key point in the planning and decision-making process, the list of decision-makers participating in the planning, the way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation. The company’s shareholders, actual controllers and their related parties and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
The company shall, within five trading days after the public disclosure of the inside information according to law, submit the insider files of the inside information and the progress memorandum of major events to Shenzhen Stock Exchange.
After the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Article 10 the directors, supervisors, senior managers and heads of departments, subsidiaries and branches of the company shall actively cooperate with the company in the registration and filing of insider information, and timely inform the company of the insider information and the change of relevant insider information.
Article 11 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company, as well as other matters that have a significant impact on the company’s share price; Securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price; Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s share price shall actively cooperate with the company in filing the files of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders. The above-mentioned entities shall fill in the insider files of the company to ensure the authenticity, accuracy and completeness of the insider files. The above-mentioned entities shall deliver the insider files to the relevant companies in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The files of insiders of inside information shall be filled in according to the specified requirements and confirmed by insiders of inside information. The company shall do a good job in the registration of insiders in the process of insider information circulation, and summarize the files of insiders involved in the process of insider information circulation.
Article 12 the process of registration and filing of inside information:
(I) when inside information occurs, the insider who knows the information (mainly refers to all subordinate departments, branches and the Secretary of the board of directors of the company) shall timely inform the relevant insider of various confidentiality matters and responsibilities, and control the transmission and scope of inside information according to various laws and regulations;
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the registration form for insiders of inside information (see Annex II) at the first time, and verify the inside information in time to ensure the authenticity and accuracy of the contents filled in the registration form for insiders of inside information;
(III) after verification, the Secretary of the board of directors shall report to Shenzhen Stock Exchange and the local regulatory bureau of CSRC for filing in accordance with the regulations.
Article 13 the Secretary of the board of directors shall register and record while the relevant personnel know the inside information, and the registration and record materials shall be kept for at least ten years. The contents of insider information registration include, but are not limited to, the name of insider information, ID number, Department / position, insider information, channels and methods of knowing, and the time to know.
Chapter IV confidentiality management of inside information
Article 14 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information.
Article 15 insiders of inside information shall be responsible for the confidentiality of the inside information they know. The company shall inform relevant personnel of the above matters by signing confidentiality commitment (see Annex III), confidentiality agreement (see Annex IV), insider notification (see Annex V) and other necessary means. Before the inside information is disclosed according to law, it shall not disclose, report or report to the public in any form without authorization, nor use the inside information to buy and sell the company’s shares and their derivatives, or suggest others to buy and sell the company’s shares and their derivatives, nor use the inside information to make profits for myself, relatives or others.
Article 16 when discussing matters that may have a significant impact on the company’s stock price, the controlling shareholders and actual controllers of the company shall minimize the scope of information. If the matter has been circulated in the market and changes the stock price of the company, the controlling shareholder and actual controller of the company shall immediately inform the Secretary of the board of directors of the company, so that the company can clarify it in time, or report directly to the local regulatory bureau of CSRC or Shenzhen Stock exchange.
Article 17 Where the company provides unpublished information to major shareholders, actual controllers and other insiders, it shall be filed with the office of the board of directors before providing it, confirm that it has signed a confidentiality agreement or obtained its commitment to the confidentiality of relevant information, and make relevant registration in time.
Article 18 the directors of the company shall carefully perform their duties when deliberating and voting on non-public information proposals, and the directors of related parties shall avoid voting. If the major shareholder or actual controller has no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse.
Chapter V accountability
Article 19 the company shall, in accordance with the provisions of the CSRC, conduct self-examination on the trading of the company’s shares and their derivatives by insiders. If it is found that insiders of inside information conduct insider trading, disclose inside information or suggest others to use inside information for trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with relevant regulations, and submit the relevant information and handling results to the local regulatory bureau of CSRC within two working days.
If insiders of inside information disclose the inside information they know in violation of this system, or use the inside information for insider trading, or suggest others to use the inside information for trading, which has caused serious impact or loss to the company, the board of directors of the company shall, depending on the seriousness of the circumstances, criticize, warn, record a demerit, retain for observation, demote, remove, confiscate the illegal income Terminate the labor contract and other sanctions. China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities
