Aoyuan Beauty Valley Technology Co.Ltd(000615)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as “the company”) performed its duties in strict accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and other laws, regulations and normative documents, as well as the articles of association, rules of procedure of the board of supervisors and other relevant provisions. The board of supervisors pays attention to the supervision of the standardization of the company’s operation, the legitimacy and compliance of the board of directors and senior managers in performing their duties, and urges the company to further improve the corporate governance structure to improve the level of corporate governance and effectively safeguard the legitimate rights and interests of the company and shareholders. The work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
During the reporting period, the company held 10 meetings of the board of supervisors, and the convening and voting procedures of the meeting were in line with the company law, the articles of association and other relevant provisions. The details of the meetings and the bills and proposals passed after deliberation are as follows:
Proposals considered and adopted on the date of the opening of the session of the preparatory meeting
number
1. Proposal on the company’s 2021 stock option incentive plan (Draft) and its summary for the 10th supervisor;
1. The fifth meeting of the conference March 2, 2021 Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2021 on the 18th;
3. Proposal on verifying the list of incentive objects of the company’s stock option incentive plan in 2021.
Proposal on granting stock options to the incentive objects of the 2021 stock option incentive plan on the 12th day of the 6th meeting of the board of directors of the 10th board of supervisors in April 2021
Discuss
1. Work report of the board of supervisors in 2020;
2. 2020 annual report of the company and its summary;
3. Proposal on the company’s financial final accounts in 2020;
4. Profit distribution plan of the company in 2020;
The 10th supervisor 5 Proposal on appointing the company’s audit institution in 2021;
3. The seventh meeting of the conference on April 6, 2021 Proposal on the payment of employee salary (including senior staff salary) in 2020 and the annual salary plan on the 27th of 2021;
7. Proposal on the company’s self-evaluation report on internal control in 2020;
8. Proposal on using self owned funds to purchase financial products;
9. Proposal on changes in accounting policies;
10. Proposal on the provision for asset impairment in 2020;
11. Report of the company for the first quarter of 2021.
The 10th supervisor in June 2021 On the sale of the subject matter by means of public listing and transfer in Beijing Property Right Trading Co., Ltd
Proposal on the company’s equity on the 22nd day of the 8th meeting of the board of directors;
Discussion 2 Proposal on this transaction meeting the conditions for major asset restructuring;
3. Proposal on the company’s plan for the sale of major assets;
4. Proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing;
5. Proposal on Aoyuan Beauty Valley Technology Co.Ltd(000615) major asset sale plan and its summary;
6. Proposal on the compliance of this transaction with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies;
7. Proposal on the compliance of this transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies;
8. Proposal that this transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies;
9. Proposal on the absence of Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies by relevant subjects of this transaction, and the fact that they are not allowed to participate in any major asset restructuring of listed companies;
10. Proposal on the fluctuation of the company’s stock price meeting the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties;
11. Proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this major asset sale;
12. Proposal on Approving the audit report, evaluation report and review report related to this transaction.
1. Proposal on selling the equity of the target company and related party transactions by means of public listing and transfer in Beijing property right exchange;
2. Proposal on this transaction meeting the conditions for major asset restructuring;
3. Proposal on the sale plan of major assets of the company;
4. Proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing;
5. Proposal on report on Aoyuan Beauty Valley Technology Co.Ltd(000615) major asset sale and related party transactions (Draft) and its summary;
6. Proposal on the compliance of this transaction with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies;
The 10th supervisor July 7, 2021 Proposal on the compliance of this transaction with the provisions of Article 11 of the ninth meeting of the 5th meeting of the administrative measures for major asset restructuring of listed companies on the 27th;
Discussion 8 The proposal that this transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies;
9. Proposal on the absence of Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies by relevant subjects of this transaction, and the fact that they are not allowed to participate in any major asset restructuring of listed companies;
10. Proposal on the fluctuation of the company’s stock price meeting the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties;
11. Proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this major asset reorganization;
12. Proposal on Approving the audit report, evaluation report and review report related to this transaction;
13. Proposal on diluted immediate return on this major asset sale and relevant filling measures;
14. Proposal on the formation of related party guarantee after the sale of major assets.
The 10th supervisor August 1, 2021 Proposal on Approving the audit report and review report related to the sale of major assets on the 11th of the 10th meeting of the 6th meeting;
Discussion 2 Proposal on Amending the rules of procedure of the board of supervisors.
The 10th supervisor August 2021
7. The company’s 2021 semi annual report and its summary on the 27th day of the 11th session of the board of directors
meeting
The 10th supervisor October 2021
Report of the company for the third quarter of 2021 on August 29, the 12th session of the board of directors
meeting
Proposal on signing convertible debt investment agreement and providing guarantee for wholly-owned subsidiaries on the 25th day of the 13th month of the 9th board of supervisors on November 2021
meeting
Proposal on passively forming related party guarantee after major asset restructuring and collecting the premium on the 14th month of the 14th financing guarantee meeting of the 10th board of supervisors (December 2021)
meeting
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
During the reporting period, the company operated in accordance with the law. The general meeting of shareholders, the board of directors and the board of supervisors of the company followed the company law, the articles of association and other relevant provisions, standardized operation and legal decision-making procedures; The company’s existing internal control system can meet the requirements of operation control and supervision, and provide a guarantee for the healthy operation of the company’s business activities. No major defects are found. The general meeting of shareholders and the meeting of the board of directors shall be convened and held in accordance with the procedures specified in relevant laws, regulations and the articles of association, and the contents of relevant resolutions are legal and effective; The directors and senior managers of the company are diligent in performing their duties and have not found any acts in violation of laws and regulations, the articles of association or damaging the interests of the company.
(II) check the financial situation of the company
During the reporting period, the board of supervisors of the company reviewed the company’s periodic reports according to law and regularly inspected the company’s financial system and financial status. The board of supervisors considered that the company’s financial system was sound, the financial operation was standardized, the accounting law, accounting standards for business enterprises and other laws and regulations were strictly implemented, and there were no violations. The company’s 2021 financial report objectively and truly reflects the company’s financial situation and operating results.
(III) acquisition and sale of assets by the company
During the reporting period, the company sold 100% equity of Jinghan Real Estate Group Co., Ltd., 100% equity of Beijing Yangjia Health Management Co., Ltd. and 35% equity of Penglai Hualu Jinghan Elderly Care Service Co., Ltd. held by the company through public listing and transfer in Beijing property exchange, and sold major assets purchased by the counterparty Shenzhen Kaixian Investment Co., Ltd. in cash. After review, the board of supervisors believes that this major asset sale is in line with the company’s development plan and strategic positioning, is conducive to the company’s focus on its main business, enhances its ability of operation and sustainable development, and is in line with the interests of the company and all shareholders; This transaction follows the principles of openness, impartiality and fairness of the market, performs necessary deliberation procedures, meets the requirements of relevant laws and regulations, normative documents and the articles of association, and does not harm the interests of the company and shareholders.
(IV) external guarantee
1. Related party guarantee
The above-mentioned sale of major assets has formed a passive related party guarantee, which is essentially that the company continues to perform relevant guarantee obligations for the debts of the transaction target company Jinghan Real Estate Group Co., Ltd. and its subsidiaries according to the signed guarantee contract or agreement. Aoyuan group (Guangdong) Co., Ltd., the sole shareholder of the counterparty, issued a counter guarantee commitment letter, and the company also charged guarantee fees to the counterparty. This passive related party guarantee has fulfilled the necessary review procedures in accordance with relevant provisions, and there is no situation damaging the interests of the company and shareholders.
2. For controlling subordinates
