Securities code: Aoyuan Beauty Valley Technology Co.Ltd(000615) securities abbreviation: Aoyuan Beauty Valley Technology Co.Ltd(000615) Announcement No.: 2022025 Aoyuan Beauty Valley Technology Co.Ltd(000615)
Announcement of resolutions of the 28th meeting of the 10th board of directors
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") the notice of the 28th meeting of the 10th board of directors was notified to all directors of the company in writing, e-mail and telephone on April 19, 2022. The meeting was held in the conference room of the company by on-site combined communication on the afternoon of April 29, 2022. The meeting was presided over by Mr. Hu ran, chairman of the board of directors. There were 8 directors and 8 actual directors. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting shall comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. After careful consideration by the directors attending the meeting, the following resolutions were adopted:
1、 Reviewed and adopted the 2021 president's work report
Voting results: 8 in favor, 0 against and 0 abstention.
2、 The work report of the board of directors in 2021 was reviewed and adopted
During the reporting period, the board of directors of the company carried out standardized operation in accordance with the company law, securities law, articles of association and other relevant laws, regulations and rules, earnestly performed the responsibilities of the board of directors entrusted by the general meeting of shareholders, strictly implemented the resolutions of the general meeting of shareholders, actively promoted the implementation of the resolutions of the board of directors, and ensured the scientific decision-making and standardized operation of the board of directors.
The independent directors of the company submitted the report on their work in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Details of the annual report of the board of directors published on www.info.cn and the report of the board of directors published on the same day of 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
3、 The annual report for 2021 and its summary were considered and adopted
For details, please refer to the summary of 2021 annual report published in securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and cninfo.com on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
4、 Reviewed and approved the financial final accounts report for 2021 and the budget report for 2022
For details, please refer to the financial final report of 2021 and the budget report of 2022 published on cninfo.com on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
5、 The proposal on the profit distribution plan for 2021 was reviewed and approved
According to the audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), in 2021, the company realized a net profit attributable to the shareholders of the listed company of -25337226849 yuan, of which the parent company realized a net profit of 41676478693 yuan in 2021. The corresponding surplus reserve was not accrued in the current period, and the undistributed profit of the parent company at the beginning of the year was -4386792326 yuan. As of December 31, 2021, the undistributed profit of the parent company was 37289686367 yuan.
The company's profit distribution plan for 2021 is: no cash dividend, no bonus shares, and no conversion of provident fund into share capital.
According to the relevant provisions of the articles of association, the company's cash dividend shall meet the conditions of "the company makes profits in the current year, and there is no major investment plan or major cash expenditure after making up for the losses of previous years and withdrawing the statutory provident fund and discretionary provident fund according to law". In view of the company's performance in 2021 as a loss, and taking into account the actual situation of the company's current operation, the stage of development planning Business expansion layout and foreign investment plan need to make corresponding capital reserves and other factors to provide reliable guarantee for the smooth implementation of the company's medium and long-term development strategy and healthy and sustainable development, and seek to maximize the interests of shareholders. The company plans not to distribute profits in 2021, and the undistributed profits will be accumulated and accumulated to the next year.
The profit distribution plan complies with the relevant provisions on profit distribution in the company law, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other systems of the CSRC. The independent directors of the company expressed their independent opinions on the profit distribution.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
6、 Reviewed and adopted the 2021 annual internal control self-evaluation report
For details, see the 2021 internal control self-evaluation report published on cninfo.com on the same day as this announcement.
Independent directors have expressed their independent opinions on the above matters.
Voting results: 8 in favor, 0 against and 0 abstention.
7、 The proposal on applying for comprehensive credit line and guarantee in 2022 was deliberated and adopted
In order to meet the capital needs of the company's daily operation and development and ensure the normal development of various businesses of the company and its subordinate holding companies, according to the company's business plan for 2022, the total comprehensive credit line proposed by the company and its subordinate holding companies to apply to banks (or other financial institutions and similar financial institutions) shall not exceed 3 billion yuan (including this amount), The validity period is from the date of approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. The company and its subsidiaries intend to provide joint and several liability guarantee with a total amount of no more than 2.5 billion yuan (including this amount) for the above application for the comprehensive credit line in 2022. The validity period of Da annual report line is from the date of approval of the annual general meeting in 2021 to the date of convening the annual general meeting in 2022.
The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to decide relevant matters within the approved credit line and guarantee line according to the actual financing needs, and handle the specific business and guarantee procedures under the above credit line; When the reallocation matters actually occur, the reallocation object and the reallocation amount shall be determined under the condition of meeting the relevant provisions. The guarantee amount can be reallocated between relevant companies within the scope of the consolidated statements. For the specific guarantee matters within the amount, no separate board of directors or general meeting of shareholders will be held.
For details, see the announcement on applying for comprehensive credit line and guarantee in 2022 published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo on the same day as this announcement. Independent directors have expressed their independent opinions on the above matters.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
8、 Deliberated and adopted the determination of the remuneration of non independent directors and senior managers in 2021 and the remuneration scheme of non independent directors and senior managers in 2022
For details, please refer to the "determination of the remuneration of non independent directors and senior managers in 2021 and the remuneration scheme of non independent directors and senior managers in 2022" published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on the same day as this announcement.
Among them, the determination of the remuneration of non independent directors in 2021 and the remuneration scheme of non independent directors in 2022 need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Independent directors have expressed their independent opinions on the above matters.
Voting results: 3 in favor, 0 abstention and 0 against. Mr. Hu ran, Mr. Fan Shijie, Mr. Ban Jun, Mr. Tao jiuqin and Mr. Lin bin abstained from voting.
9、 The proposal on adjusting the allowance of independent directors was deliberated and adopted
The board of directors of the company plans to adjust the allowance of independent directors of the company with reference to the allowance level of independent directors of Listed Companies in the industry and the region and in combination with the actual situation of the company, and agrees to adjust the allowance standard of independent directors from 60000 yuan per year (after tax) to 100000 yuan per year (after tax), which will be implemented from January 1, 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention. Mr. Fu Xijun, Mr. Qu Yonghai and Mr. Huang Weimin abstained from voting.
10、 The proposal on confirming the daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 was reviewed and approved
The daily related party transactions of the company in 2021 and the expected daily related party transactions in 2022 are required by the company's daily business activities. The transaction behavior is carried out openly, fairly, fairly and reasonably in line with the market principle, and the necessary review procedures have been performed. The daily related party transactions of the company do not damage the interests of the company and non related shareholders, and do not affect the independence of the company.
For details, please refer to the announcement on confirming the daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on the same day as this announcement.
The independent directors of the company recognized the daily related party transactions in advance and expressed their independent opinions with explicit consent.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention. Mr. Hu ran and Mr. Tao jiuqin avoided voting.
11、 The proposal on using part of its own funds to purchase financial products was deliberated and adopted
Without affecting the normal production and operation, the company and its subordinate holding companies use the temporarily idle self owned funds of no more than 200 million yuan (including this amount) to purchase financial products with high security, good liquidity and low risk. The validity period shall not exceed 12 months from the date of deliberation and approval by the board of directors. Within the above limit range and time limit, the funds can be used in a rolling manner.
For details, please refer to the announcement on using part of its own funds to purchase financial products published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on the same day as this announcement.
Independent directors have expressed their independent opinions on the above matters.
Voting results: 8 in favor, 0 against and 0 abstention.
12、 The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted
For details, please refer to the announcement on renewing the appointment of audit institutions in 2022 published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on the same day as this announcement.
The independent directors of the company recognized the matter of the renewed audit institution in advance and expressed their independent opinions with explicit consent.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
13、 Reviewed and adopted the report of the first quarter of 2022
For details, see the full text of the first quarter report of 2022 published on cninfo.com on the same day as this announcement. Voting results: 8 in favor, 0 against and 0 abstention.
14、 The proposal on Amending the articles of association was deliberated and adopted
For details, see the announcement on Amending the articles of Association published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
15、 The proposal on Revising part of the company's internal control management system was deliberated and adopted one by one
In accordance with the relevant provisions of Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, No. 5 - information disclosure management, No. 7 - transactions and related party transactions, rules for independent directors of listed companies (CSRC announcement [2022] No. 14) and in combination with the actual situation of the company, It is proposed to revise and improve the company's internal control system. The specific voting results are as follows:
1. Deliberated and adopted the revision of the rules of procedure of the general meeting of shareholders
It needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the revised rules of procedure of the board of directors
It needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
3. Deliberated and adopted the revised decision-making system for related party transactions
It needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the revised working system of independent directors
It needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
5. Deliberated and adopted the revised information disclosure management system
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the system documents published on cninfo.com on the same day as this announcement.
16、 The proposal on requesting the company to hold the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors requested the company to convene the annual meeting of the company in 2021 on May 23, 2021
