Aoyuan Beauty Valley Technology Co.Ltd(000615)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as “the company”), give full play to the role of independent directors, promote the independent directors to perform their duties, and protect the legitimate rights and interests of all shareholders, especially minority shareholders, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the governance standards of listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the relevant provisions of the articles of association, This system is hereby formulated in combination with the actual situation of the company.
Article 2 the independent directors of the company refer to the directors who do not hold other positions in the company except directors and have no relationship with the company and major shareholders that may hinder their independent and objective judgment.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall conscientiously perform their duties and safeguard the overall interests of the company in accordance with the company law and other relevant laws and regulations, the conditions and requirements of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association, especially the rights and interests of minority shareholders.
Article 4 independent directors shall perform their duties independently and impartially, and shall not be influenced by the company’s major shareholders, actual controllers or other units and individuals with an interest in the company. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall notify the company in time and put forward solutions. If necessary, he shall resign. Independent directors shall actively perform their duties in corporate governance, internal control, information disclosure, financial supervision and other aspects, and make written records of their performance of duties.
Article 5 independent director candidates can concurrently serve as independent directors in up to five domestic and foreign listed companies (including the listed company to be held this time), and ensure that they have enough time and energy to effectively perform their duties as independent directors.
Article 6 the company has three independent directors, including at least one accounting professional. The independent director candidate nominated as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than five years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 7 the board of directors of the company shall set up special committees for remuneration and assessment, audit and nomination. Independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee and act as the convener.
Chapter II Conditions of appointment of independent directors
Article 8 an independent director shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence required by laws, regulations and normative documents;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and business rules of Shenzhen Stock Exchange;
(IV) more than five years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association.
Article 9 independent directors shall not be nominated as directors of the company as stipulated by Shenzhen Stock Exchange, and shall not have the following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months;
(IV) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the post of director of a listed company;
(V) within 12 months after the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times or failed to attend the meeting of the board of directors in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors;
(VI) other circumstances recognized by Shenzhen Stock Exchange.
Article 10 in order to ensure the independence of independent directors, the following personnel shall not serve as independent directors of the company: (I) personnel serving in the company or its affiliated enterprises, their immediate relatives and main social relations; (II) shareholders who directly or indirectly hold more than 1% of the issued shares of the company or are natural persons among the top ten shareholders of the company and their immediate family members;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) persons who hold posts in the company’s controlling shareholders, actual controllers and their affiliated enterprises and their immediate family members;
(V) personnel providing financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) personnel who have been in one of the situations listed in the preceding six items in the last 12 months;
(VIII) other personnel who are determined by Shenzhen Stock Exchange to have no independence.
The affiliated enterprises of the controlling shareholder and actual controller of the company in items (IV), (V) and (VI) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company according to article 6.3.4 of the listing rules.
In the first paragraph, “immediate relatives” refer to spouses, parents and children; “Major social relations” refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the listing rules and other relevant provisions of the exchange or the articles of association, or other major matters recognized by Shenzhen Stock Exchange; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Chapter III nomination, election and replacement of independent directors
Article 11 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and standards.
Article 12 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 13 independent directors and persons who intend to serve as independent directors shall, as required, participate in the training organized by the CSRC and its authorized institutions and obtain the qualification certificate of independent directors.
If the independent director candidate fails to obtain the independent director qualification certificate when the company issues the notice of the general meeting of shareholders on the election of independent directors, he shall make a written commitment to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange, and make an announcement.
Article 14 the nominee of an independent director shall obtain the written consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, education background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent objective judgment.
Article 15 under any of the following circumstances, he shall not be nominated as an independent director of the company:
(I) circumstances in which the company law stipulates that he shall not serve as a director, supervisor or senior manager;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
(IV) other circumstances stipulated by Shenzhen Stock Exchange.
Article 16 the nominees of independent directors shall carefully verify the qualifications of candidates for independent directors and whether there are any circumstances affecting their independence, and make a statement on the verification results. We should also focus on whether the candidates for independent directors are under the following circumstances:
(I) failing to attend the meetings of the board of directors in person for two consecutive times or more than half of the total number of meetings of the board of directors in 12 consecutive months during the previous period of serving as an independent director;
(II) failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
(III) serving as a director, supervisor or senior manager in more than five companies at the same time;
(IV) being removed from office by a listed company before the expiration of the term of office of an independent director in the past;
(V) being punished by other relevant departments other than the CSRC within the last 36 months; (VI) other circumstances that may affect the integrity, diligence and independent performance of duties of independent directors.
In case of any of the above circumstances, the nominee of the independent director candidate shall disclose the specific circumstances, the reasons for still nominating the candidate, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures. Article 17 candidates for independent directors shall make a statement on whether they meet the requirements of laws, regulations and relevant rules of Shenzhen Stock Exchange on the qualifications and independence of independent directors.
Article 18 the company shall submit the declaration of independent director nominees, the declaration of independent director candidates and the resume of independent director candidates to Shenzhen Stock Exchange at the latest when issuing the notice of the general meeting of shareholders on the election of independent directors, and disclose the relevant announcements.
Article 19 the board of directors of the company shall submit the detailed information of the candidates for independent directors, such as their occupation, educational background, professional qualifications, detailed work experience and all part-time jobs, to the website of the exchange for publicity within three trading days at the latest when issuing the notice of the general meeting of shareholders on the election of independent directors. During the publicity period, if any unit or individual has any objection to the employment conditions and independence of independent director candidates, they can give feedback to Shenzhen Stock Exchange on the employment conditions of independent director candidates and the situation that may affect their independence through the channels provided on the website of Shenzhen Stock Exchange.
Independent director candidates and nominees shall check all relevant information disclosed or publicized by the company. If there are errors or omissions in the contents disclosed or publicized, they shall inform the company to correct them in time.
Article 20 the board of directors, independent director candidates and independent director nominees of the company shall truthfully answer the inquiries of Shenzhen Stock Exchange within the specified time, and timely supplement relevant materials as required.
Article 21 If a candidate for independent director does not meet the requirements for the holding of office or independence of independent director, Shenzhen Stock Exchange may raise an objection to the holding of office and independence of the candidate for independent director, and the company shall disclose the contents of the objection letter in time.
When the general meeting of shareholders is held to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange. The company shall not submit the independent director candidates who raise objections from Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
Article 22 If Shenzhen stock exchange is concerned about other situations of independent director candidates, the company shall timely disclose the contents of the letter of concern of Shenzhen Stock Exchange, and the nominees of independent directors shall disclose the reply to the letter of concern no later than two trading days before the date of the general meeting of shareholders, stating the specific circumstances of the matters concerned by Shenzhen Stock Exchange, whether the candidate is still recommended, and if it continues to be recommended, the specific reasons Whether it has an impact on the company’s standardized operation and corporate governance and countermeasures.
When the company holds a general meeting of shareholders to elect independent directors, it shall explain whether the relevant information of independent director candidates is concerned by Shenzhen Stock Exchange and its specific circumstances.
Article 23 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
If he has served as an independent director of the company for six consecutive years, he shall not be nominated as a candidate for independent director of the company within 12 months from the date of this fact.
Article 24 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Article 25 before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 26 an independent director may resign before the expiration of his term of office.
When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the number of members of the board of directors of the company is less than the minimum quorum due to the resignation of independent directors, or the number of independent directors is less than 1 / 3 of the members of the board of directors, or there are no accounting professionals among the independent directors, the resignation of the independent director shall take effect after the next independent director fills his vacancy. Before the resignation report takes effect, the independent directors who intend to resign shall continue to perform their duties in accordance with laws and regulations, relevant provisions of the exchange and the articles of association, except those who are determined not to be nominated as directors of listed companies according to law.
Except for the circumstances in the preceding paragraph, the resignation report of the independent director shall take effect when the resignation report is delivered to the board of directors.
If an independent director resigns, the company shall complete the by election within two months to ensure that the composition of the board of directors complies with the provisions of laws and regulations and the articles of association.
Article 27 independent directors shall
