Securities code: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) securities abbreviation: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Announcement No.: 2022006 Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Announcement of resolutions of the 22nd Meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
1、 Meetings of the board of directors
The 22nd Meeting of the second board of directors of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as "the company" or " Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) ") was held on the morning of March 1, 2022 in the CEO's office, No. 876 Panyu Road, Xuhui District, Shanghai by on-site meeting combined with communication. The notice of this meeting was sent to all directors of the company by e-mail on February 17, 2022. The meeting was presided over by Mr. Huang Tao, chairman of the company. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
After deliberation and voting at the meeting, the resolution is as follows:
(I) deliberated and passed the proposal on the 2021 annual work report of the board of directors of the company
(voting results: 8 in favor, 0 against and 0 abstention)
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the 2021 annual work report of the general manager of the company
(voting results: 8 in favor, 0 against and 0 abstention)
(III) deliberated and passed the proposal on the report on the work report of independent directors in 2021
(voting results: 8 in favor, 0 against and 0 abstention)
Independent directors will report on their work at the general meeting of shareholders.
(IV) deliberated and adopted the proposal on the performance of the audit committee of the board of directors in 2021
(voting results: 8 in favor, 0 against and 0 abstention)
(V) deliberated and passed the proposal on the company's annual report and summary in 2021
(voting results: 8 in favor, 0 against and 0 abstention)
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the company's 2021 annual final account plan (voting results: 8 in favor, 0 against and 0 abstention)
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the company's 2022 annual budget plan (voting results: 8 in favor, 0 against and 0 abstention)
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) the proposal on the company's profit distribution plan for 2021 was reviewed and approved. The company plans to distribute cash dividends of RMB 2.10 (including tax) to all shareholders for every 10 shares. Up to now, it is proposed to take the latest total share capital of 402030000 shares of the company as the base, deduct 145000 shares of restricted shares to be repurchased and cancelled due to failure to meet the relevant unlocking conditions of the first grant part and reserved part of the restricted stock incentive plan in 2021, that is, to distribute cash dividends of 2.10 yuan (including tax) to all shareholders for every 10 shares based on 401885000 shares, A total cash dividend of 8439585000 yuan was distributed, and the dividend proportion reached 20.55% of the net profit attributable to shareholders of the listed company in 2021. (voting results: 8 in favor, 0 against and 0 abstention)
The independent directors of the company have expressed their independent opinions on this matter.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on profit distribution plan (Announcement No.: 2022010).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on confirmation of connected transactions in 2021 (voting results: 7 in favor, 0 against, 0 abstention, and Chen Xi, the connected director, avoided voting)
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) deliberated and passed the proposal on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 annual financial statements and audit report
(voting results: 8 in favor, 0 against and 0 abstention)
（11） The proposal on confirming the remuneration of senior managers of the company in 2021 and the expected remuneration of senior managers in 2022 was deliberated and adopted
The remuneration of the company's senior management in 2021 (including year-end bonus) is confirmed as follows:
No. name position salary in 2021 (unit: 10000 before tax)
(yuan)
1 Huang Tao, general manager 421.00
2 Huang Mei, deputy general manager 400.00
3 Ye Mao, deputy general manager 156.19
4 Du HONGPU, Secretary of the board of directors 110.37
5 Li Aili, CFO 72.53
Note: Ms. Li Aili resigned as chief financial officer in August 2021 due to job transfer.
In order to improve work efficiency and operating efficiency and ensure the sustainable, stable and healthy development of the company, according to the salary level of comparable companies in the same industry and in combination with the actual operation of the company, the salary plan for senior managers in 2022 (including year-end bonus) is formulated as follows:
Salary in 2022 (before tax unit: 10000 s / N name title)
(yuan)
1 Huang Tao, general manager 421
2 Huang Mei, deputy general manager 421
3 Ye Mao, deputy general manager 220
4 Du HONGPU, Secretary of the board of directors 150
Note: the 18th meeting of the second board of directors held on August 25, 2021 deliberated and adopted the proposal on appointing the deputy general manager of the company to act as the financial director, and agreed that Mr. Ye Mao, the deputy general manager of the company, should act as the financial director until the date when the company appoints a new financial director.
(voting results: 5 in favor, 0 against, 0 abstention, and related directors Huang Tao, Huang Mei and Du HONGPU abstained from voting)
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter. （12） The proposal on the special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and approved
(voting results: 8 in favor, 0 against and 0 abstention)
The independent directors of the company have expressed their independent opinions on this matter.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022009)
（13） Deliberated and passed the proposal on the evaluation report of internal control in 2021
(voting results: 8 in favor, 0 against and 0 abstention)
The independent directors of the company have expressed their independent opinions on this matter.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on the evaluation report of internal control in 2021.
（14） The proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted
Based on good cooperation, the company plans to continue to employ PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for a period of one year, with an audit fee of no more than RMB 2.52 million (including internal control audit fee of RMB 560000).
(voting results: 8 in favor, 0 against and 0 abstention)
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on reappointment of audit institutions in 2022 (Announcement No.: 2022018)
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（15） The proposal on the provision for asset impairment in 2021 was deliberated and adopted
In order to objectively and fairly reflect the asset status, based on the principle of prudence, the company conducted a comprehensive impairment test on inventories, receivables and other assets at the end of 2021 in accordance with the accounting standards for business enterprises and relevant accounting policies of the company, and made provision for impairment of some assets that may have impairment losses, totaling 655707 million yuan.
(voting results: 8 in favor, 0 against and 0 abstention)
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on the provision for asset impairment (Announcement No.: 2022016).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（16） The proposal on repurchase and cancellation of some restricted shares was reviewed and approved. According to the relevant provisions of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), the incentive object resigned due to resignation and layoffs of the company, The restricted shares granted to the incentive object according to the incentive plan but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company according to the grant price.
Sun Zhe, Li Dan and other 13 incentive objects who have been granted restricted shares for the first time have resigned for personal reasons and are no longer qualified as incentive objects; Zhu Qiaoping, who has reserved part of the restricted shares granted, resigned for personal reasons and is no longer qualified as an incentive object. The Company repurchased and cancelled 145000 restricted shares held by the 14 original incentive objects that have been granted but have not been lifted.
Among them, the repurchase price of 13 incentive objects such as sun Zhe and Li Dan who have been granted restricted shares for the first time is 14.55 yuan / share; The repurchase price of the reserved part of the granted restricted shares is 14.37 yuan / share. The source of funds for this repurchase is the company's own funds. According to the authorization of the company's first extraordinary general meeting in 2021, the board of directors of the company will handle the specific matters of the repurchase and cancellation of restricted shares, including but not limited to the amendment of the articles of association and the registration procedures of changes in registered capital.
(voting results: 8 in favor, 0 against and 0 abstention)
The independent directors of the company have expressed their independent opinions on this matter.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on repurchase and cancellation of some restricted shares (Announcement No.: 2022012).
（17） The proposal on lifting the restrictions on sales in the first period of the first granting of part of the restricted stock incentive plan in 2021 was deliberated and adopted
According to the provisions of the incentive plan and the measures for the administration of the implementation and assessment of the incentive plan for Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stocks, the conditions for the lifting of the restrictions on the sale of restricted stocks granted for the first time in the incentive plan have been met, and the performance indicators and other conditions for the lifting of the restrictions have been met. The restricted shares granted for the first time in this incentive plan will enter the first period of lifting the restrictions on sales on March 16, 2022.
In addition, 13 incentive objects, such as sun Zhe and Li Dan, who had been granted restricted shares for the first time, resigned for personal reasons and no longer qualified as incentive objects. The Company repurchased and cancelled 125000 restricted shares held by the 13 original incentive objects that had been granted but not yet lifted the restriction. Therefore, the restricted shares granted for the first time in this incentive plan will enter the first period of lifting the restrictions on sales on March 16, 2022. The number of shares to be lifted this time is 448500, and the number of people to be lifted is 68.
(voting results: 7 in favor, 0 against, 0 abstention, and related director Du HONGPU avoided voting)
The independent directors of the company have expressed their independent opinions on this matter.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on the achievement of unlocking conditions in the first release period of some restricted stock incentive plans granted for the first time in 2021 (Announcement No.: 2022013).
（18） Deliberated and passed the proposal on the company's environmental, social and governance report in 2021
(voting result: 8 votes in favor)
