Securities code: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) securities abbreviation: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Announcement No.: 2022017 Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Announcement on the general election of the 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.
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) “) will expire on March 9, 2022. In combination with the composition and position of the company’s current board of directors, in order to meet the actual needs of the company’s current business operation and future development and improve the company’s internal governance structure, according to the company law, securities law, Shanghai Stock Exchange Stock Listing Rules and other laws and regulations, normative documents and relevant provisions of the articles of association, The company conducted the general election of the board of directors in accordance with the procedures.
The company held the 22nd Meeting of the second board of directors on March 1, 2022, and deliberated and adopted the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors, the proposal on the general election of the board of directors and the nomination of candidates for independent directors of the third board of directors Proposal on the remuneration of non independent directors of the third board of directors of the company and proposal on the remuneration of independent directors of the third board of directors of the company.
The above proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The third board of directors of the company will be composed of five directors, including two independent directors. The list of candidates for the third session of the board of directors and their remuneration and allowances are as follows (resume attached): 1. Recommended by the board of directors and major shareholders of the company and reviewed by the nomination committee of the board of directors, Mr. Huang Tao, Ms. Huang Mei and Ms. LV Jianmei are nominated as non independent directors candidates for the third session of the board of directors of the company. Among them, Mr. Huang Tao and Ms. Huang Mei are nominated according to their actual positions in the company, Receive remuneration according to relevant remuneration standards and performance appraisal of the company, and no additional director allowance will be received; Ms. LV Dongfang is not a director of the company and does not receive any remuneration except for her position as a director recommended by the company.
Mr. Du HONGPU and Mr. Lin Lin, non independent directors of the second board of directors of the company, will no longer serve as directors after this general election. Mr. Du HONGPU will still serve as the Secretary of the board of directors, and Mr. Lin Lin will not hold any position in the company.
2. The board of directors of the company nominated Mr. Xie le and Ms. Zhang Wenying as candidates for independent directors of the third board of directors of the company. Independent Directors receive remuneration in the company in the form of fixed allowance, and the allowance standard is RMB 200000 / year (before tax).
The company will submit relevant materials of independent director candidates to Shanghai Stock Exchange. Candidates for independent directors shall be filed with Shanghai Stock Exchange and submitted to the general meeting of shareholders for deliberation only after there is no objection. See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) for the statement of independent director candidates and the statement of nominees Relevant announcements of disclosure.
Mr. Cao Wei, Mr. Li Yuanpeng and Mr. Wu Fei, independent directors of the second board of directors of the company, will no longer serve as independent directors after this general election.
The above candidates need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and elected by cumulative voting system. The term of office of the third board of directors of the company shall be three years from the date of deliberation and approval by the general meeting of shareholders. Before the new board of directors is elected by the general meeting of shareholders, the second board of directors of the company will continue to perform its duties.
The independent directors of the company expressed their independent opinions on the general election of the board of directors: the nomination, deliberation and voting procedures of non independent director candidates and independent director candidates of the third board of directors of the company comply with the relevant laws and regulations such as the company law and the relevant provisions of the articles of association. Upon examination, the nominee’s qualification is legal, and his educational background, professional knowledge, work experience and working ability are competent for the responsibilities of the company’s directors and independent directors. No company law is found According to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, they are not allowed to serve as directors and independent directors of listed companies, and there is no situation that they are determined to be prohibited from entering the market by the CSRC and the prohibition has not been lifted. The remuneration and allowances paid by the company to non independent directors and independent directors comply with relevant regulations and the actual situation of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree to nominate Mr. Huang Tao, Ms. Huang Mei and Ms. LV Jianyi as candidates for non independent directors of the third board of directors of the company, and agree on their remuneration; Agree to nominate Mr. Xie le and Ms. Zhang Wenying as candidates for independent directors of the third board of directors of the company, and agree on their allowances. We agree to submit the list of candidates for the third board of directors and the matters of remuneration and allowances to the general meeting of shareholders for deliberation.
It is hereby announced.
Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) the daily report of the board of directors on March 3, 2022 for filing: (I) statement of independent director candidates (II) statement of independent director nominees Annex: resume of director candidates: I. resume of non independent director candidates
Mr. Huang Tao: born in 1973, Chinese nationality, without permanent residency abroad, graduated from Tsinghua University in 1998 with a master’s degree in automation. From July 1998 to August 2000, he taught at Tsinghua University; From October 2000 to October 2002, he served as the product director of American General Wireless Communication Co., Ltd. and the general manager of Shanghai company; In November 2002, he prepared to establish Feituo infinite, and served as the executive director of Feituo infinite from August 2003 to October 2006; In February 2007, he founded Beijing Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) , and served as the chairman; Founded Beauty Co., Ltd. in May 2010 and served as the chairman and general manager of Beauty Co., Ltd. from May 2010 to March 2016. Since March 2016, he has served as the chairman and general manager of the company. Mr. Huang Tao is the controlling shareholder and actual controller of the company. As of December 31, 2021, he holds 133980304 shares of the company. Mr. Huang Tao has no relationship with other directors, supervisors and other senior managers of the company. In addition to working in the company and its controlled subsidiaries, Mr. Huang Tao also served as the legal representative and executive director of Shanghai Lixiang Investment Management Co., Ltd. Mr. Huang Tao does not have the circumstances listed in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
Ms. Huang Mei: born in 1980, Chinese nationality, without permanent residency abroad; Graduated from Fudan University in 2005 with a master’s degree in economics. Senior manager of Hanli capital from July 2005 to September 2008; From September 2008 to may 2011, he served as senior investment manager of Alibaba; From February 2012 to April 2014, he served as the vice president of finance of Shanghai baozun e-commerce Co., Ltd; From April 2014 to March 2016, he served as director and deputy general manager of Beauty Co., Ltd.
Since March 2016, he has served as the director and deputy general manager of the company. Ms. Huang Mei does not directly hold shares of the company and has no relationship with other directors, supervisors, other senior managers, controlling shareholders and actual controllers of the company. Ms. Huang Mei is the appointed representative of the executive partner of Shanghai Liren venture capital partnership (limited partnership), a major shareholder holding more than 5% of the company, and Yangzhou lixiu venture capital partnership (limited partnership) (formerly known as Shanghai lixiu venture capital partnership (limited partnership)). In addition to her positions in the company and its controlled subsidiaries, Ms. Huang Mei also served as the legal representative and executive director of Shanghai Licheng Investment Management Co., Ltd. and the supervisor of Shanghai Lixiang Investment Management Co., Ltd, Served as the appointed representative of the executive partner in Shanghai Liren venture capital partnership (limited partnership) and Yangzhou lixiu venture capital partnership (limited partnership) (formerly known as Shanghai lixiu venture capital partnership (limited partnership)). Ms. Huang Mei does not have the circumstances listed in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
Ms. LV Jianyi: born in 1981, Chinese nationality, without permanent residency abroad, with a master’s degree. From August 2011 to January 2019, he served as Alibaba tmall clothing
Deputy general manager of GS division; From January 2019 to November 2020, he served as the general manager of tmall Taobao overseas business department; From November 2020 to October 2021, he served as the general manager of Alibaba koala overseas shopping division; From October 2021 to February 2022, he served as the general manager of Alibaba tmall global business department; From February 2022 to now, he has been the general manager of Alibaba Amoy FMCG business department. Ms. LV Jianyi does not hold the company’s shares and has no relationship with other directors, supervisors, senior managers, controlling shareholders and actual controllers of the company. Ms. LV Jianyi is a director recommended to the company by Alibaba (China) Network Technology Co., Ltd., which holds more than 5% of the company’s shares. Except for serving in Alibaba group and its controlled subsidiaries, No position in other companies. Ms. LV Jianyi does not have the circumstances listed in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. 2、 Resume of independent director candidates
Mr. Xie Le: born in 1975, Chinese nationality, member of the Communist Party of China, without permanent residency abroad. Chinese certified public accountant, British chartered accountant ACCA; Graduated from Shanghai Foreign Studies University, bachelor degree. From January 2008 to November 2013, he served as the chief financial officer of Evans new energy technology (Shanghai) Co., Ltd., and from December 2013 to November 2014, he served as the chief financial officer of Futian Trading (Shanghai) Co., Ltd. and has served as the financial control director of Shanghai international theme park and Resort Management Co., Ltd. since January 2015. Mr. Xie Le does not hold the company’s shares, has no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company, and does not hold any position in other companies except in Shanghai international theme park and Resort Management Co., Ltd. Mr. Xie Le does not have the circumstances listed in the Shanghai certificate.
Ms. Zhang Wenying: born in 1966, a citizen of Hong Kong, China, graduated from the University of London with a master’s degree in financial management. From January 1998 to March 2018, he served as vice president of Asia Pacific / Middle East / Latin America business of Henkel group; From March 2019 to July 2019, he served as the vice president of Adidas Greater China; Since August 2019, he has served as executive director of train of thought International Co., Ltd. Ms. Zhang Wenying does not hold the company’s shares, has no relationship with other directors, supervisors, senior managers, actual controllers and shareholders holding more than 5% of the company, and does not hold any position in other companies except for thinking International Co., Ltd. Ms. Zhang Wenying does not have the circumstances listed in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
