Aoyuan Beauty Valley Technology Co.Ltd(000615)
Report on the work of independent directors in 2021
All shareholders and shareholder representatives of the company:
As independent directors of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as “the company”) (Fu Xijun, Qu Yonghai, Zhang Shujun), In strict accordance with the provisions of the company law, the securities law, the standards for the governance of listed companies, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for the listing of shares of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association and the working system for independent directors, we have been faithful, diligent and Perform their duties conscientiously, give full play to the independent and professional role of independent directors, make necessary verification on the matters under consideration, and make independent, objective and fair judgment, so as to effectively safeguard the interests of the company and shareholders, especially the shareholders of social public shares. Our performance report for 2021 is as follows:
1、 Attendance at meetings in 2021
In 2021, with a diligent and responsible attitude, we actively participated in the board of directors held by the company, carefully reviewed the meetings and relevant materials, actively participated in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors; Attend the general meeting of shareholders and actively listen to the opinions and suggestions put forward by on-site shareholders. The attendance at the board of directors and the general meeting of shareholders in 2021 is as follows:
During the reporting period, the absent directors were entrusted by communication to attend the meeting continuously
Name shall attend the board meeting and the two non pro Eastern meetings of the board of directors in the form of directors
The number of board meetings plus the number of board meetings is from the number of directors
Number of meetings
Fu Xijun 14 11 3 0 0 01
Qu Yonghai 14 11 3 0 0
Zhang Shujun 14 122000 2
In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures.
2、 Independent opinions
According to the articles of association, working system of independent directors and relevant laws and regulations, during the reporting period, we reviewed the following relevant matters of the company and issued independent opinions. The types of opinions are agreed. The specific conditions are as follows:
Date of the session and matters on which independent opinions are expressed
1. About the cash acquisition of 55% equity of Zhejiang liantianmei Enterprise Management Co., Ltd. and the related party transactions of the 10th board of directors in March 2021;
12th meeting 18 February About the company’s 2021 stock option incentive plan (Draft) and its abstract; 3. On the scientificity and rationality of the indicators set in the company’s 2021 stock option incentive plan.
On April 12, 2021, the 13th meeting of the 10th board of directors on granting stock options to incentive objects of 2021 stock option incentive plan
1. Profit distribution plan for 2020;
2. Daily related party transactions of the company in 2021;
3. Matters concerning the company’s borrowings from controlling shareholders and related party transactions;
4. Payment of financing guarantee fees and related party transactions to shareholders holding more than 5%;
5. Appointment of the company’s audit institution in 2021;
6. About the payment of employee salary (including senior staff salary) in 2020 and the annual salary plan of the 10th board of directors in April 2021;
14th meeting 27 July Self evaluation report on the company’s internal control in 2020;
8. Matters concerning the use of self owned funds to purchase financial products;
9. Matters concerning the guarantee expected to be provided for subordinate holding subsidiaries and the amount of mutual insurance between holding subsidiaries;
10. On the phased guarantee provided by the wholly-owned subsidiary for the bank mortgage loan of house purchase customers;
11. Changes in accounting policies;
12. Special instructions on the capital transactions and external guarantees of related parties.
The 10th board of directors on the payment of financing guarantee fee and related party transactions in June 2021; The 15th meeting of the 10th board of directors on June 1, 2021 Matters related to this major asset sale;
16th meeting 22 February About the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing.
The 17th meeting of the 10th board of directors on matters related to the sale of major assets in July 202127th meeting of the 10th board of directors on the occupation of funds by controlling shareholders and other related parties and the company’s external guarantee in August 202127th meeting of the 10th board of directors on October 1, 2021 On the purchase of all equity of Guangdong Aurora Health Management Consulting Co., Ltd. and related party transactions at the 20th meeting on June 18;
2. About the appointment of vice president.
The 10th board of directors November 2021
The 22nd Meeting on the purchase of shops and related party transactions
1. Discussion on the 10th board of directors December 2021 Matters relating to the passive formation of related party guarantees after the completion of major asset restructuring and the collection of fees on the 14th day of the 24th Meeting of guarantees;
Discussion 2 Matters concerning the by election of directors of the company;
3. Appointment of vice president of the company.
The 10th board of directors December 2021
The 25th meeting on the adjustment and appointment of the chairman, directors and senior managers of the company on September 29
Discuss
3、 Work of the special committee of the board of directors
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. In 2021, mainly perform the following responsibilities:
1. As members of the nomination committee, in strict accordance with the provisions of the articles of association, the working system of independent directors, the working rules of the nomination committee of the board of directors and other relevant systems, we adhered to the needs of the company’s business development and governance, strictly checked the selection of directors and senior managers, put forward professional suggestions, earnestly performed our duties, and focused on the consideration of the nomination of directors Vice president candidates and other proposals.
2. As members of the audit committee, we regularly review the company’s internal control system and its implementation, focusing on the review of the company’s annual report, work plan, regular reports of the company in 2021, appointment of audit institutions, etc., so as to give full play to the professional function and supervision role of the Audit Committee.
3. As a member of the strategy committee, we have fully studied matters related to the adjustment of the company’s organizational structure, conducted in-depth exchanges and discussions with the company’s management on the future development strategy in combination with the company’s actual operation, maintained close contact with other directors and senior managers of the company, and timely understood the company’s operation and standardized operation, And provide reference opinions for the board of directors on the company’s future development plan.
4. As the main members of the board of directors and the board of supervisors, we have reviewed the remuneration plan and incentive plan of the company in 2021, and earnestly fulfilled the responsibilities of the board of directors and the board of supervisors.
4、 Work done in protecting shareholders’ rights and interests
We continue to pay attention to the company’s information disclosure, effectively supervise and verify the company’s information disclosure, and earnestly safeguard the vital interests of all shareholders, especially small and medium-sized investors. For each proposal submitted to the board of directors for consideration, carefully consult relevant documents, ask relevant staff, use their own professional knowledge to exercise their voting rights independently, objectively and impartially, and serve all shareholders cautiously, faithfully and diligently.
5、 On site investigation of the company
In 2021, we went to the company for many on-site investigations to deeply understand the company’s operation, management, internal control and financial situation, and checked the implementation of the resolutions of the board of directors. Keep close contact with the company’s directors, senior managers and relevant staff, timely learn the progress of major matters of the company, pay attention to the development of the industry, and actively put forward reasonable suggestions.
6、 Training and learning
Since becoming an independent director, we have carefully studied the relevant laws, regulations and relevant documents of the China Securities Regulatory Commission, Hubei regulatory bureau and Shenzhen Stock Exchange, improved our ability to perform our duties, provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, and formed a sense of self-protection of investors’ rights and interests.
7、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposal to convene an extraordinary general meeting of shareholders;
3. There is no independent engagement of external audit institutions and consulting institutions;
4. There is no proposal to hire or dismiss an accounting firm.
In 2021, all independent directors performed their duties diligently and faithfully, and safeguarded the legitimate rights and interests of the company and shareholders. Here, we would like to express our heartfelt thanks to the board of directors, the management team and relevant personnel for their active and effective cooperation and support in the process of performing our duties!
In 2022, we will continue to faithfully and diligently perform the duties of independent directors, pay more attention to corporate governance, production and operation, strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, give full play to our professional advantages and supervisory role, and improve the decision-making ability and leadership level of the company’s board of directors, so as to promote the steady operation and standardized operation of the company, Play a positive role in safeguarding the legitimate rights and interests of investors, especially minority shareholders.
Independent directors: Fu Xijun, Qu Yonghai, Zhang Shujun
April 29, 2002
