Securities code: Aoyuan Beauty Valley Technology Co.Ltd(000615) securities abbreviation: Aoyuan Beauty Valley Technology Co.Ltd(000615) Announcement No.: 2022033 Aoyuan Beauty Valley Technology Co.Ltd(000615)
Announcement on Amending the articles of Association
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”) held the 28th meeting of the 10th board of directors on April 29, 2022, deliberated and adopted the proposal on Amending the articles of association. According to the relevant provisions of the guidelines for the articles of association of listed companies (revised in 2022) and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of China Securities Regulatory Commission, The company plans to revise and improve some provisions of the articles of association. The specific amendments are as follows:
Before and after revision
Article 8 the chairman or president is the legal representative of the company. Article 8 the chairman or manager is the legal person of the company. Representative.
And the “President” in other terms (excluding the “President” in other terms) (excluding the president and vice president of the bank). “Executive president” and “vice president”) are uniformly revised to “manager”.
Article 12 the company shall establish a Communist Party to organize and carry out party activities in accordance with the provisions of chapter [new articles] of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 40 the general meeting of shareholders is the authority of the company, and Article 41 the general meeting of shareholders is the authority of the company to exercise the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
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Article 41 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. In order to achieve this goal, it must be deliberated and approved by the general meeting of shareholders:
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(II) the guarantee amount in consecutive 12 months exceeds 30% of the total assets audited in the latest 12 months; Calculate the guarantee that exceeds 30% of the company’s total assets (III) audited in the latest period within 12 consecutive months;
50% of the latest audited net assets of the company and the absolute amount (III) the company and its holding subsidiaries withdraw more than 50 million yuan; Any guarantee provided after the total amount of guarantee provided exceeds 30% of the total assets of the company in the latest audit;
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If the relevant responsible person of the company violates the provisions on the approval authority and review procedures of external guarantee, he shall be punished according to the size of his responsibility; If a crime is suspected, it shall be transferred to the judicial organ for handling.
Article 47… Article 48
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. If the board of supervisors agrees to convene the extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original proposal in the notice shall be notified by the relevant shareholders, and the change of the original request in the notice shall be approved by the shareholders. Obtain the consent of relevant shareholders.
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Article 49 If the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a shareholders’ meeting at the same time, they shall notify the board of directors in writing. The dispatched office of the CSRC and the stock exchange where the company is located shall file a record with the stock exchange at the same time.
Filing
… the board of supervisors or convening shareholders shall submit relevant supporting materials to the CSRC exchange where the company is located when issuing the notice of the general meeting of shareholders, the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and the announcement of the resolution of the general meeting of shareholders. The dispatched offices and stock exchanges shall submit relevant supporting materials.
Article 50 for the board of supervisors or shareholders’ meeting convened by themselves Article 51 for the board of supervisors or shareholders’ meeting, the board of directors and the Secretary of the board of directors will give the general meeting of shareholders convened by the distribution bank, and the Secretary of the board of directors and the Secretary of the board of directors will cooperate.
The board of directors shall provide the shareholder’s name book on the equity registration date and will cooperate. The board of directors will provide the share register. Register of shareholders on the day of.
Article 55 the notice of shareholders’ meeting includes the following contents Article 56 the notice of shareholders’ meeting includes the following contents:
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(V) name and telephone number of permanent contact for conference affairs (V) name and telephone code of permanent contact for conference affairs. Number;
… (VI) voting time by network or other means. If the general meeting of shareholders adopts network or other means, the voting procedure shall be followed. The notice of the general meeting of shareholders shall clearly specify the voting time and procedures of network or other means. If the shareholders’ meeting network or its shareholders’ meeting network or other ways of voting, the starting time of other ways of voting shall not be earlier than the starting time of on-site shareholders, 9:15 a.m. on the day before the on-site shareholders’ meeting, and the ending time shall not be earlier than 3:00 p.m. on the day before the on-site shareholders’ meeting, and not later than 3:00 p.m. on the day when the on-site shareholders’ meeting ends. At 9:30 a.m. on the day of holding the general meeting, the closing time… Shall not be earlier than 3:00 p.m. on the day of closing the on-site general meeting.
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Article 76 the following matters shall be adopted by special resolution of the shareholders’ meeting Article 77 the following matters shall be adopted by special resolution of the shareholders’ meeting:
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(II) division, merger, dissolution and liquidation of the company (II) division, division, merger and liquidation of the company; Dissolution and liquidation;
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(VII) the amount of guarantee accumulated in the last 12 months as stipulated in laws, administrative regulations or the articles of association
And 30% of the guarantee that the general meeting of shareholders determines by ordinary resolution will have a significant impact on the company’s total assets in the latest audited period and needs to be passed by special resolution;
He is responsible for other matters. (VIII) other matters stipulated by laws, administrative regulations or the articles of association, as well as those that the general meeting of shareholders determines by ordinary resolution will have a significant impact on the company and need to be passed by special resolution.
Article 78… Article 79
If the board of directors, independent directors, shareholders holding 1% of the company’s voting shares purchased by shareholders violate the provisions of the investor insurance established in accordance with the law, the first and second paragraphs of Article 63 of the securities law or the provisions of the CSRC, the protection institution of the shares exceeding the specified proportion may publicly solicit shareholders’ voting rights. No voting right shall be exercised within 36 months after the solicitation of shareholders’ purchase, and the specific voting right shall be fully disclosed to the solicited person, which shall not be included in the information such as those who have the right to vote at the general meeting of shareholders. The total number of shares shall not be paid or paid in disguised form. Solicit shareholders’ voting rights. The company shall not impose restrictions on the board of directors, independent directors and the minimum shareholding ratio of the company on the solicitation of voting rights. Shareholders with more than 1% of voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders’ voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 80 on the premise of ensuring the legality and effectiveness of the general meeting of shareholders, the company shall provide convenience for shareholders to participate in the general meeting of shareholders through various ways and means, including [delete this article] providing modern information technology means such as online voting platform.
Article 82… Article 82
When the number of voting shares held by the controlling shareholders of the company reaches more than 30% of the total shares of the company, the cumulative voting system shall be adopted at the general meeting when the proportion of shares in which the shareholders have interests reaches the total shares of the company… When more than 30%, the cumulative voting system shall be adopted at the general meeting of shareholders when electing directors
Article 87 The shareholders’ meeting shall vote on the proposal Article 87 before the shareholders’ meeting votes on the proposal, it shall elect two shareholders’ representatives to participate in the vote counting and supervision. Before the voting, it shall elect two shareholders’ representatives to participate in the vote counting. If the matters under consideration have an interest in the shareholders, the relevant stocks and supervisors shall be. The matters under consideration are related to shareholders, and shareholders and agents shall not participate in vote counting and scrutinizing. Relevant shareholders and agents shall not participate in vote counting and… Vote monitoring.
