Securities code: 000615 securities abbreviation: Aoyuan Beauty Valley Technology Co.Ltd(000615) Announcement No.: 2021-121 Aoyuan Beauty Valley Technology Co.Ltd(000615)
Announcement on resolutions of the 24th Meeting of the 10th 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.
Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as “the company”) ）The notice of the 24th Meeting of the 10th board of directors was notified to all directors of the company in writing, e-mail and telephone on December 13, 2021. The meeting was held in the conference room of the company by on-site combined communication on the afternoon of December 14, 2021. The meeting was presided over by Mr. Ma Jun, chairman of the board of directors. There were 8 directors and 8 actual directors. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting shall comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association. After careful consideration by the attending directors, the following resolutions were adopted:
1、 The proposal on passively forming related party guarantees and charging financing guarantee fees after the completion of major asset restructuring was deliberated and adopted
Related party guarantees formed by the company due to major asset restructuring, In essence, the company continues to perform relevant guarantee obligations for the debts of financial institutions of the former wholly-owned subsidiary Jinghan Real Estate Group Co., Ltd. (hereinafter referred to as “Jinghan real estate”) according to the signed guarantee contract or agreement. In order to safeguard the interests of the company, the company plans to sign the contract on financing guarantee fee with Kaixian investment The charging standard is: within the scope of guarantee, if the company and its holding company provide asset mortgage and pledge guarantee (if any) for Jinghan real estate and its subsidiaries, the guarantee fee shall be charged at the annualized rate of 1% of the guarantee contract amount; if the company and its holding company provide guarantee guarantee for Jinghan real estate and its subsidiaries, the guarantee fee shall be charged at the annualized rate of 0.5% of the guarantee contract amount.
For details, please refer to the announcement on passive formation of related party guarantee and collection of financing guarantee fee after major asset restructuring published in the securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day. Voting results: 4 in favor, 1 against and 0 abstention. Related directors Mr. Ma Jun, Mr. Chen Yong and Mr. Hu ran withdrew from voting.
Mr. Ban Jun, a non affiliated director, voted against the proposal. Objection: Shenzhen Kaixian Investment Co., Ltd. (hereinafter referred to as “Shenzhen Kaixian”) controlled by the listed company to the major shareholder ）The amount of related party guarantee is large, and Shenzhen Kaixian fails to pay the balance of major asset acquisition to the listed company on schedule. The total amount of the two events accounts for a large proportion of the net assets of the listed company, and the current financial situation of major shareholders is poor, which may lead to major financial risks of the listed company. The listed company is required to urge the major shareholders and actual controllers to provide a package solution to Shenzhen Kaixian’s related party transactions, so as to effectively protect the interests of the listed company and other non related shareholders. Therefore, I voted against motion 1.
This proposal needs to be submitted to the fifth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
2、 The proposal on by election of directors of the company was deliberated and adopted
After review, the board of directors agreed to nominate Mr. Tao jiuqin as a candidate for non independent director of the 10th board of directors of the company, with a term of office from the date of deliberation and approval at the fifth extraordinary general meeting of shareholders in 2021 to the date of expiration of the term of office of the 10th board of directors of the company. (relevant resumes are attached)
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the fifth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
3、 The proposal on the appointment of vice president of the company was deliberated and adopted
Upon the nomination of Mr. Hu ran, President of the company, the board of directors agreed to appoint Mr. Tao jiuqin, Mr. Jiang Nan and Mr. Lin bin as vice presidents of the company, with a term of office from the date of deliberation and approval of the board of directors to the date of expiration of the term of Office of the tenth board of directors of the company. (relevant resumes are attached)
Voting results: 8 in favor, 0 against and 0 abstention.
4、 The proposal on requesting the company to convene the fifth extraordinary general meeting of shareholders in 2021 was reviewed and approved. The board of directors requested the company to convene the fifth extraordinary general meeting of shareholders in 2021 on December 30, 2021 to consider the proposal on passively forming related party guarantees and charging financing guarantee fees after major asset restructuring and the proposal on by election of directors of the company.
For details, see the notice on convening the fifth extraordinary general meeting of shareholders in 2021 published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com.. CN) on the same day as this announcement.
Voting results: 8 in favor, 0 against and 0 abstention.
It is hereby announced.
Aoyuan Beauty Valley Technology Co.Ltd(000615) board of directors
December 14, 2001
Resume:
1. Mr. Tao jiuqin, born in March 1981, has a master of administration from Jinan University. From January 2016 to December 2021, he successively served as assistant director, deputy director and deputy general manager of the administrative personnel center of China Olympic Park Group Co., Ltd.
As of the date of this announcement, Mr. Tao jiuqin does not hold the company’s shares, has no relationship with the shareholders holding more than 5% of the company’s shares, controlling shareholders, actual controllers, directors, supervisors and senior managers of the company, and is not prohibited from being nominated as directors and senior managers, There is no case of being punished by the CSRC and other relevant departments or punished by the stock exchange, and there is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by the CSRC for suspected violations of laws and regulations. He meets the qualifications required by relevant laws and regulations, departmental rules, normative documents, etc. After querying the directory of dishonest Executees on the website of the Supreme People’s court, it does not belong to “dishonest Executees”.
2. Mr. Jiang Nan, born in October 1986, is a member of the Communist Party of China, Doctor of management, University of Arizona, USA (ongoing), master of integrated effectiveness management, University of Hong Kong. In July 2019, he obtained the qualification certificate of secretary of the board of directors of Listed Companies in Shenzhen Stock Exchange. He used to be Secretary of the communications bureau of the general office of the CPC Central Committee, Financial Street Holdings Co.Ltd(000402) (000402. SZ) securities affairs manager, Financial Street Holdings Co.Ltd(000402) (Shanghai) Investment Co., Ltd., director of the board office Tahoe Group Co.Ltd(000732) (000732. SZ) director of securities affairs, assistant to the brand general manager of China Aoyuan Group Co., Ltd. (3883. HK); since July 2020, he has served as the Secretary of the board of directors of the company.
As of the date of this announcement, Mr. Jiang Nan holds 75900 shares of the company, has no relationship with shareholders holding more than 5% of the company, controlling shareholders, actual controllers, directors, supervisors and senior managers of the company, and there is no situation that he should not be nominated as senior managers, There is no case of being punished by the CSRC and other relevant departments or punished by the stock exchange, and there is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by the CSRC for suspected violations of laws and regulations. He meets the qualifications required by relevant laws and regulations, departmental rules, normative documents, etc. After querying the directory of dishonest Executees on the website of the Supreme People’s court, it does not belong to “dishonest Executees”.
3. Mr. Lin bin, born in September 1977, graduated from Jinan University with a bachelor’s degree, Chinese certified public accountant, certified tax agent British Chartered Certified Public Accountant (ACCA). He used to be the tax consultant of Yangcheng tax agent firm, the director of the financial department of AIA Guangzhou Branch, the audit manager of Ernst & Young LLP, Guangzhou Guangri Stock Co.Ltd(600894) the director of the financial department, the chairman of the board of supervisors of Guangzhou Songxing Electric Co., Ltd., the chief financial officer of Xiangjiang Group Co., Ltd. and Aoyuan group Deputy general manager of financial center of (Guangdong) Co., Ltd.; chief financial officer of the company since July 2020.
As of the date of this announcement, Mr. Lin bin holds 70800 shares of the company, has no relationship with shareholders holding more than 5% of the company, controlling shareholders, actual controllers, directors, supervisors and senior managers of the company, and there is no situation that he should not be nominated as senior managers, There is no case of being punished by the CSRC and other relevant departments or punished by the stock exchange, and there is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by the CSRC for suspected violations of laws and regulations. He meets the qualifications required by relevant laws and regulations, departmental rules, normative documents, etc. After querying the directory of dishonest Executees on the website of the Supreme People’s court, it does not belong to “dishonest Executees”.
