Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Rules of procedure of the board of directors
Article 1 Purpose 1.1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (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 In accordance with the provisions of the securities law and the articles of association of Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Cosmetics Co., Ltd. (hereinafter referred to as the "articles of association"), and with reference to the standards for the governance of listed companies These rules of procedure are formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation.
Article 2 Office of the board of directors 2.1 the office of the board of directors is set under the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors acts as the head of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors.
Article 3 regular meetings 3.1 the meetings of the board of directors are divided into regular meetings and interim meetings. 3.2 the board of directors shall hold a regular meeting at least once a year in the previous two and a half years. Article 4 proposal of regular meeting 4.1 before issuing the written notice of convening the regular meeting of the board of directors, the office of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
4.2 the chairman of the board of directors shall solicit the opinions of the general manager and other senior managers as necessary before formulating the proposal. Article 5.1 in case of any of the following circumstances, the board of directors shall convene an interim meeting:
(1) When more than one-third of the directors jointly propose;
(2) When the chairman considers it necessary;
(3) Shareholders representing more than one tenth of the voting rights propose;
(4) When proposed by the board of supervisors;
(5) When more than half of the independent directors propose;
(6) When proposed by the general manager;
(7) When required by the securities regulatory authority;
(8) Other circumstances stipulated in the articles of association.
Article 6 proposal procedure for interim meeting 6.1 if an interim meeting of the board of directors is proposed to be held 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 contain the following items: (1) the name of the proposer;
(2) The reasons for the proposal or the objective reasons on which the proposal is based;
(3) Propose the time or time limit, place and method of the meeting;
(4) Clear and specific proposals;
(5) 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.
6.2 after receiving the written proposal and relevant materials mentioned in Article 6.1, 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 of the Board considers that the content of the proposal is not clear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
6.3 the chairman shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal. Article 7 convening and presiding over the meeting 7.1 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable to convene the meeting, more than half of the directors shall jointly elect a director to perform his duties.
Article 8 notice of meeting
8.1 when convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the notice of the meeting to all directors, supervisors, general manager and Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
In case of emergency and 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, fax or e-mail at any time, but the convener shall make an explanation at the meeting.
8.2 contents of meeting notice
The meeting notice shall at least include the following contents:
(1) Date and place of the meeting;
(2) Time limit and convening method of the meeting;
(3) Matters to be considered (proposal of the meeting);
(4) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(5) Meeting materials necessary for directors' voting;
(6) The directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(7) Contact person and contact information;
(8) Date of notification.
The notice of oral meeting shall at least include the contents of items (1), (2) and (3) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
8.3 change of meeting notice
After the 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 three days before the original date of the meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than three 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 9 convening of the meeting
9.1 a meeting of the board of directors shall be valid only if more than half of the directors (hereinafter referred to as "quorum of the board of directors") are present. If a director attends a meeting of the board of directors by telephone or other electronic communication facilities, and all directors attending the meeting can talk to each other, the director shall be deemed to have attended the meeting of the board of directors.
9.2 supervisors can attend the board meeting as nonvoting delegates; If the general manager 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 10 when attending the meeting of the board of directors in person or by proxy, the directors shall attend the meeting in person. If a director 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 to attend the meeting in writing.
If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting. Directors' responsibilities for voting matters shall not be exempted by entrusting other directors to attend.
The power of attorney shall state:
(1) The names of the trustor and the trustee;
(2) Brief comments of the client on each proposal;
(3) The scope of authorization of the client and instructions on the voting intention of the proposal;
(4) Term of validity, signature and date of the client, etc.
10.2 if other directors are entrusted to sign written confirmation opinions on behalf of the regular report, they shall be specially authorized in the power of attorney. The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
10.3 restrictions on entrusted attendance
Entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(1) When considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(2) 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;
(3) 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;
(4) A director shall not accept the entrustment of more than two directors to attend the board of directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 11 convening method of the meeting 11.1 the board meeting shall be held on site in principle. If necessary, the meeting can also be held by video, telephone, fax, e-mail or e-mail with the consent of the convener (Moderator) and the proposer on the premise of ensuring the directors to fully express their opinions. The meeting of the board of directors can also be held at the same time as other methods.
11.2 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 actually received by fax, e-mail or e-mail within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 12 deliberation procedures of the meeting 12.1 the chairman of the meeting shall request the directors or representatives attending the meeting of the board of directors to express clear opinions on various proposals
See you.
12.2 for proposals requiring prior approval of independent directors according to regulations, the chairman of the meeting shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
12.3 if a director or representative obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
12.4 unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. Directors entrusted by other directors to attend the board meeting on their behalf shall not vote on proposals not included in the meeting notice on behalf of the entrusted directors.
Article 13 opinions 13.1 directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
13.2 before the meeting, the directors may ask the Secretary of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for information needed for decision-making
Information can also be suggested to the moderator during the meeting to invite the representatives of the above-mentioned personnel and institutions to attend the meeting to explain the relevant situation.
Article 14 voting at the meeting 14.1 after full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting. 14.2 the voting at the meeting shall be one person, one vote, by open ballot or show of hands or other methods suggested by the chairman of the meeting. The chairman shall not have one vote of veto.
14.3 the voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 15 statistics of voting results 15.1 if a show of hands is adopted, the Secretary of the board of directors shall make statistics in time when the directors present vote. If the method of open voting is adopted, after the voting of the directors attending the meeting is completed, the securities affairs representative and the relevant staff of the board office shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director. If the Secretary of the board of directors fails to attend the meeting of the board of directors for some reason, the chairman of the meeting shall designate other personnel to be responsible for counting the voting results.
15.2 if a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
15.3 if a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 16 formation of resolutions 16.1 in addition to the circumstances specified in Article 17 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors must vote in favour of the proposal.
16.2 if laws, administrative regulations and the articles of association stipulate that the board of directors should obtain the consent of more directors to form a resolution, its provisions shall prevail.
16.3 in accordance with the provisions of the articles of association, the resolution of the board of directors on the guarantee matters within the scope of its authority must be approved by more than two-thirds of the directors attending the meeting, except that more than half of all the directors of the company agree.
16.4 in case of any contradiction between the contents and meanings of different resolutions, the resolution formed later shall prevail. Article 17 withdrawal from voting 17.1 in case of the following circumstances, the directors shall withdraw from voting on relevant proposals:
(1) Circumstances under which directors should be withdrawn according to relevant laws, regulations, normative documents, the articles of association and the stock listing rules of Shanghai Stock Exchange;
(2) Circumstances that the director thinks should be avoided;
(3) Other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
17.2 in the case of directors' withdrawal from voting, the relevant board meeting shall be attended by more than half and not less than three unrelated directors
