Aoyuan Beauty Valley Technology Co.Ltd(000615)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as “the company”), safeguard the legitimate rights and interests of the company and its shareholders, ensure that the general meeting of shareholders exercises its functions and powers according to law, and standardize the operation of the general meeting of shareholders, in accordance with 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 (hereinafter referred to as “the Listing Rules”) These rules are formulated in accordance with the provisions of the Aoyuan Beauty Valley Technology Co.Ltd(000615) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, administrative regulations and departmental rules, and in combination with the actual situation of the company.
Article 2 the general meeting of shareholders is the authority of the company. It shall exercise its functions and powers within the scope specified in the company law and other relevant laws, regulations, normative documents and the articles of association, and shall not interfere with the punishment of shareholders’ rights. The functions and powers legally exercised by the general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 3 the company shall hold the general meeting of shareholders in strict accordance with laws, administrative regulations, departmental rules, the articles of association and the relevant provisions of these rules to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. All directors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and exercise their functions and powers according to law.
Article 4 all shareholders registered on the equity registration date have the right to attend or authorize agents to attend the general meeting of shareholders, and enjoy the rights of shareholders such as the right to know, the right to speak, the right to question and the right to vote in accordance with laws, administrative regulations, departmental rules, the articles of association and these rules of procedure.
Article 5 the controlling shareholders, actual controllers and their related parties shall not interfere with the normal decision-making procedures of the general meeting of shareholders in violation of laws, regulations, the articles of association and these rules of procedure, and damage the legitimate rights and interests of the company and other shareholders. Article 6 the company shall not disclose or disclose unpublished material information at the general meeting of shareholders.
Chapter II general provisions of the general meeting of shareholders
Article 7 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association; (II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated by laws, administrative regulations and the articles of association.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the CSRC where the company is located and the stock exchange where the company’s shares are listed, explain the reasons and make an announcement.
Article 8 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.
Article 9 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and make an announcement:
(I) whether the convening and convening procedures of the meeting comply with laws, administrative regulations and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Chapter III convening of the general meeting of shareholders
Article 10 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 7 of these rules of procedure.
Article 11 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement.
Article 12 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself. Article 13 shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the request.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. The change of the original request in the notice shall be approved by the relevant shareholders.
If the board of directors does not agree to convene the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders individually or jointly holding more than 10% of the company’s shares have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original request in the notice shall be approved by the relevant shareholders. If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting of shareholders by themselves.
If the board of directors and the board of supervisors do not agree to convene the general meeting of shareholders, they shall make a timely announcement and explain the reasons, and hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance. At the same time, the board of directors and the board of supervisors shall cooperate with the shareholders to convene the general meeting of shareholders by themselves, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason.
If an emergency occurs during the shareholders’ meeting, resulting in the failure of the meeting to be held normally, the company shall immediately report to the stock exchange, explain the reasons and disclose the relevant information and the special legal opinion issued by the lawyer.
If qualified shareholders request the board of directors and the board of supervisors to convene an extraordinary general meeting of shareholders, the relevant parties shall provide written documents and materials related to their request. The board of directors and the board of supervisors have the right to review the written documents and materials provided by them and require them to provide supplementary or supplementary certificates.
Article 14 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and report to the stock exchange for the record.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
When the shareholders’ meeting is convened, the notice of the shareholders’ meeting and the relevant resolutions shall be issued to the stock exchange.
Article 15 the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the register of shareholders on the date of equity registration. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for acquisition by holding the relevant announcement of the notice of convening the general meeting of shareholders. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 16 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company. Chapter IV proposal and notice of shareholders’ meeting
Article 17 the contents of the proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 18 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company.
Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal, announcing the name of the shareholders who put forward the interim proposal, the shareholding ratio and the contents of the interim proposal.
If the convener determines that the interim proposal does not comply with the provisions of Article 17 of these rules of procedure, and then determines that the general meeting of shareholders shall not vote on the interim proposal and make a resolution, he shall announce the contents of the relevant interim proposal of shareholders, as well as the detailed basis and legal compliance of the above decision within 2 days after receiving the proposal, and hire a law firm to issue legal opinions on the relevant reasons and their legal compliance and make an announcement.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.
If the convener needs to supplement or correct the disclosure of the proposal according to the regulations, he shall not substantially modify the proposal, and the relevant supplement or correction announcement shall be published before the online voting of the general meeting of shareholders. The legal opinion disclosed at the same time with the resolution of the general meeting of shareholders shall include the lawyer’s clear opinions on whether the supplement and correction of the disclosure of the proposal constitute the substantive modification of the proposal.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 17 of these rules of procedure, the general meeting of shareholders shall not vote and make resolutions.
Article 19 the convener shall notify all shareholders in the form of public announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all shareholders in the form of public announcement 15 days before the meeting.
When calculating the starting period, the company does not include the date of the meeting.
Article 20 the notice of the general meeting of shareholders shall specify the following contents:
(I) time, place and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation;
(III) explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(V) name and telephone number of permanent contact person for conference affairs;
(VI) clearly specify the voting time and procedures of network or other means.
Article 21 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable shareholders to make reasonable judgment on the matters to be discussed.
If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 22 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents:
(I) whether there is any circumstance that cannot be nominated as a director or supervisor, and whether the qualifications meet the requirements of laws, administrative regulations, departmental rules, normative documents, listing rules, other rules of the exchange and the articles of Association;
(II) educational background, work experience, part-time work, work in more than 5% of the company’s shareholders, actual controllers and other units, as well as serving as directors, supervisors and senior managers in other institutions in the past five years; (III) whether it is related to the company or its controlling shareholders and actual controllers, whether it is related to shareholders holding more than 5% of the company’s shares and their actual controllers, and whether it is related to other directors, supervisors and senior managers of the company;
(IV) number of shares held by the company;
(V) whether they have been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and whether they have been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations. If so, the convener shall disclose the specific circumstances of the above-mentioned situation of the candidate, the reasons for selecting the candidate, whether it has an impact on the standardized operation and corporate governance of the listed company, and the company’s countermeasures;
(VI) whether the candidate has dishonesty. In case of dishonesty, the convener shall disclose the specific circumstances of the candidate’s dishonesty, the reasons for recommending the candidate, whether it has an impact on the standardized operation and corporate governance of the listed company, and the company’s countermeasures.
In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be proposed in a single proposal.
Article 23 the date of equity registration shall be determined by the convener of the board of directors or other general meetings of shareholders. The interval between the date of equity registration and the date of the meeting shall be more than 2 trading days and no more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 24 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date. If the shareholders’ meeting is postponed, the date of the postponed meeting shall be stated in the announcement.
Chapter V attendance and registration of meetings
Article 25 the place where the company holds the general meeting of shareholders shall be the place of domicile of the company or the place designated in the notice of the general meeting of shareholders of the company.
The general meeting of shareholders shall be held in the form of on-site meeting, and shall adopt safe, economic and convenient network or other ways to facilitate shareholders’ participation in the general meeting of shareholders in accordance with laws and regulations, normative documents or the articles of association. If a shareholder attends the general meeting of shareholders in the above ways, it shall be deemed as
