Aoyuan Beauty Valley Technology Co.Ltd(000615)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the stock listing rules of Shenzhen Stock Exchange These rules of procedure are hereby formulated by the Aoyuan Beauty Valley Technology Co.Ltd(000615) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company establishes a board of directors according to law. The board of directors is the company’s business decision-making body, responsible for the general meeting of shareholders and implementing the resolutions of the general meeting of shareholders. When performing its duties, the board of directors shall strictly abide by the provisions of the company law and other relevant laws, administrative regulations, rules and the articles of association, treat all shareholders fairly and pay attention to the interests of other stakeholders. All directors of the company shall be diligent and responsible to ensure the normal convening of the board of directors and the exercise of their functions and powers according to law.
Article 3 the meeting of the board of directors is the main form of discussion of the board of directors. Directors’ participation in board meetings as required is the basic way to perform their duties.
Chapter II composition and powers of the board of directors
Article 4 the board of directors of the company consists of nine directors, including three independent directors. At least one of the independent directors is an accounting professional (i.e. a person with the title of senior accountant or the qualification of certified public accountant). There is one chairman and one vice chairman.
The chairman and vice chairman shall be elected or removed by more than half of all directors. The term of office of the chairman and vice chairman is three years and can be re elected.
Article 5 according to the needs of its own business development, the company may increase or reduce the members of the board of directors within the scope specified in laws, regulations and the articles of association. However, any change in the members of the board of directors, including increase or decrease in the number of directors, removal or by election of directors, shall be decided by the general meeting of shareholders in accordance with the articles of association.
Article 6 the board of directors shall set up a remuneration and assessment committee, a nomination committee, an audit committee and a strategy committee as required under the premise of relevant laws, administrative regulations, normative documents and other provisions. The members of the special committee are all composed of directors, among which the independent directors of the audit committee and the nomination and salary assessment committee shall account for the majority and act as the convener. At least one independent director of the audit committee shall be an accounting professional. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 7 the company shall have a secretary of the board of directors, who shall be appointed or dismissed by the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the company and the board of directors.
In order to perform his duties, the Secretary of the board of directors has the right to participate in relevant meetings, consult relevant documents and understand the company’s finance and operation. The board of directors and other senior managers shall support the work of the Secretary of the board of directors. No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors.
If a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors of the company shall not do it in a dual capacity.
Article 8 the office of the board of directors is set up under the board of directors to assist the board of directors in exercising its functions and powers according to law, and is responsible for the preparation of the general meeting of shareholders, the meetings of the board of directors and the special committees of the board of directors, the contact with various intermediaries, information disclosure and other daily affairs of the board of directors and the special committees of the board of directors. The Secretary of the board of directors also serves as the head of the office of the board of directors. Article 9 the board of directors shall exercise the following functions and powers
(I) be responsible for convening the general meeting of shareholders and reporting to the general meeting;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final settlement plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VI) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing;
(VII) draw up plans for major acquisition of the company, acquisition of the company’s shares or merger, division, dissolution and change of company form under the circumstances specified in items (I) and (II) of Article 24 of the articles of Association;
(VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide on the appointment or dismissal of the president, the Secretary of the board of directors and other senior managers of the company, and decide on their remuneration, rewards and punishments; According to the nomination of the president, appoint or dismiss the company’s vice president, financial director and other senior managers, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Listen to the work report of the president of the company and check the work of the president;
（16） Decide to purchase the shares of the company under the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
（17） Other functions and powers conferred by laws, regulations or the articles of association, as well as by the general meeting of shareholders.
Major matters of the company shall be collectively decided by the board of directors, and the functions and powers legally exercised by the board of directors shall not be delegated to the chairman, President, etc.
Chapter III convening of the meeting
Article 10 the meetings of the board of directors are divided into regular meetings and interim meetings. The board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 11 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than 10% of the voting rights propose;
(II) when the chairman considers it necessary;
(III) when more than one-third of the directors jointly propose;
(IV) when proposed by the board of supervisors;
(V) when more than half of the independent directors propose;
(VI) when proposed by the president;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated by laws, administrative regulations and the articles of association.
Article 12 Where an interim meeting of the board of directors is proposed in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the office of the board of directors or directly. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposer.
The contents of the proposal shall fall within the scope of the board of directors’ functions and powers specified in the articles of association, and the materials related to the proposal shall be submitted together.
After receiving the above written proposals and relevant materials, the office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman believes that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal or the request of the securities regulatory authority.
Article 13 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 14 when convening regular and interim meetings of the board of directors, the office of the board of directors shall send a written notice of the meeting to all directors and supervisors, the president and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 3 days in advance respectively.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 15 the written notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) the convener and chairman of the meeting, the proposer of the interim meeting and their written proposals;
(V) meeting materials necessary for directors’ voting;
(VI) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information;
(VIII) time of giving notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible.
Article 16 the board of directors shall notify all directors in advance at the specified time and provide sufficient information. If two or more independent directors believe that the information is incomplete or the argument is insufficient, they may jointly submit a written request to the board of directors to postpone the meeting or the deliberation of the matter, which shall be adopted by the board of directors, and the company shall disclose the relevant information in a timely manner.
According to the provisions of laws, regulations, departmental rules and the articles of association, if the proposal should seek the opinions of independent directors in advance, it can be submitted to the meeting of the board of directors for discussion after obtaining the consent of independent directors.
Article 17 If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates. Article 18 after the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued 3 days before the original date of the meeting to explain the situation and the relevant contents and relevant materials of the new proposal. If it is less than 3 days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 19 If a director has attended the meeting and has not raised an objection that he has not received the meeting notice before or at the beginning of the meeting, the meeting notice shall be deemed to have been sent to him.
Article 20 before issuing the notice of convening the regular meeting of the board of directors, the office of the board of directors shall solicit the opinions of each director one by one, preliminarily form the meeting proposal and submit it to the chairman for formulation.
The chairman of the board of directors shall solicit the opinions of the president and other senior managers as necessary before formulating a proposal.
Article 21 the meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
If the directors have significant interests in the matters to be resolved by the board of directors, the meeting of the board of directors can be held only when more than half of the directors who have no significant interests in the matters to be considered are present.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the president and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 22 in principle, directors shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf.
The power of attorney shall specify the following contents:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) effective date of entrustment;
(V) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney.
The entrusted director shall submit a written power of attorney and explain the attendance of the entrusted director in the attendance book of the meeting.
The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization. If a director fails to attend the board meeting in person or entrust other directors to attend the board meeting, he shall be deemed to have waived his voting right at the meeting. If a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 23 entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf, and related directors shall not accept the entrustment of non related directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization.
(IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 24 the board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax, e-mail, written signature and voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
If the meeting of the board of directors is held by means of written transmission and signature, that is, to make a resolution on the proposal by means of separate service for deliberation or circulation and service for deliberation, the directors or other directors entrusted by them shall indicate their consent or objection on the resolution. Once the signed directors have reached the quorum required to make a resolution under these rules, the content discussed in the proposal will become a resolution of the board of directors.
Article 25 after the meeting of the board of directors is held, the chairman of the meeting shall announce the number of people attending the meeting and the actual attendance and entrusted agency of directors.
Under the chairmanship of the moderator, the meeting will be held item by item in the order of topics and proposals included in the agenda of the meeting. For the contents included in the agenda of the meeting, the moderator may, according to the actual situation, adopt the methods of reporting first, centralized deliberation and centralized voting, or compare them
