Securities code: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) securities abbreviation: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Announcement No.: 2022020
Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Notice on convening the 2021 annual general meeting of shareholders
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:
Date of shareholders’ meeting: March 31, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
In order to further improve the current epidemic prevention and control work, the company recommends that A-share shareholders give priority to participating in the meeting through online voting. If shareholders or their agents attend the meeting on site, in addition to carrying relevant certificates and materials, please pay attention to and comply with the relevant epidemic prevention and control regulations and requirements of Shanghai in advance. The company will take epidemic prevention and control measures for on-site shareholders or shareholders’ agents, such as participation registration, temperature detection, health code inspection, travel code and so on. Only those with health code, travel code green and normal temperature can attend the meeting. Shareholders or shareholders’ agents who have fever, cough and other symptoms, do not wear masks as required or fail to comply with the relevant provisions and requirements of epidemic prevention and control will not be able to enter the meeting site. According to the requirements of epidemic prevention and control, shareholders or shareholders’ agents from medium and high-risk areas will not be able to enter the meeting site at that time. Please cooperate with us.
1、 Basic information of the meeting (I) type of general meeting of shareholders and the session of 2021 annual general meeting of shareholders
（2） Convener of the general meeting of shareholders: the board of directors (III) voting method: the voting method adopted at the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 13:30, March 31, 2022
Venue: conference room, 4th floor, No. 872 Panyu Road, Xuhui District, Shanghai
（5） System, start and end date and voting time of online voting.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 31, 2022
To March 31, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. （7） Involving the public solicitation of shareholders’ voting rights, none. 2、 Matters considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
No. proposal name
A-share shareholders
Non cumulative voting motion
1 discussion on the 2021 annual work report of the board of directors √
Case
2 discussion on the 2021 annual work report of the board of supervisors √
Case
3 discussion on the 2021 annual report of the company and its summary √
Case
4 proposal on the company’s 2021 annual final account plan √
5 proposal on the company’s 2022 annual budget plan √
6 proposal on the company’s profit distribution plan for 2021 √
7 proposal on confirmation of related party transactions in 2021 √
8 proposal on re employment of the company’s audit institution in 2022 √
9 proposal on the provision for asset impairment in 2021 √
10 √ on the remuneration of non independent directors of the third board of directors of the company
Proposal
11 discussion on the remuneration of independent directors of the third board of directors √
Case
12 proposal on the remuneration of supervisors of the third board of supervisors √
13. On changing the registered capital of the company and amending the articles of association √
And handle the proposal of industrial and commercial change registration
14 proposal on Amending the rules of procedure of the general meeting of shareholders √
15 proposal on Amending the rules of procedure of the board of directors √
16 proposal on Amending the related party transaction management system √
17 √ on Revising the management system for major investment and operation decisions
Proposal
18 discussion on Revising the management system of financing and external guarantee √
Case
19 proposal on Amending the working system of independent directors √
20 on Revising the code of conduct for controlling shareholders and actual controllers √
Proposal for
21 proposal on Amending the administrative measures for the use of raised funds √
22 proposal on Amending the information disclosure system √
23 proposal on Amending the rules of procedure of the board of supervisors √
Cumulative voting motion
24.00 proposal on general election of the company’s board of directors and nomination of candidates for the third board of directors (3) non independent directors of the Personnel Committee
24.01 Mr. Huang Tao √
24.02 Ms. Huang Mei √
24.03 Ms. LV bodybuilding √
25.00 proposal on the general election of the board of directors of the company and the nomination of independent directors to be elected by the third board of directors (2) candidates for independent directors of the Personnel Committee
25.01 Mr. Xie Le √
25.02 Ms. Zhang Wenying √
26.00 on the general election of the board of supervisors and the nomination of (2) supervisors to be elected for the third session of the board of supervisors
Proposal on candidates for non employee representative supervisors of the board of directors
26.01 Mr. Yang Jianxiang √
26.02 Ms. Yang Yujing √
In addition, the meeting will also hear the company’s “report on the work of independent directors in 2021”.
The above proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the third board of directors is subject to the examination and approval of Shanghai Stock Exchange. 1. Time and media of disclosure of each proposal
The above proposals have been deliberated and adopted at the 22nd Meeting of the second board of directors and the 20th meeting of the second board of supervisors. Relevant announcements were published on Shanghai Securities News, China Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on March 3, 2022. 2. Special resolution proposal: 133. Proposal on separate counting of votes for small and medium-sized investors: 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 24, 254. Proposal on avoidance of voting by related shareholders: 7
Name of related shareholders who should avoid voting: Alibaba (China) Network Technology Co., Ltd. 5. Proposal involving preferred shareholders’ participation in voting: none. 3、 Precautions for voting at the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the number of election votes cast by a shareholder exceeds the number of election votes it has, or if the number of votes cast in the differential election exceeds the number of votes to be elected, its election votes for the proposal shall be deemed invalid.
（4） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（5） Shareholders can submit all proposals only after voting.
（6） The voting method of electing directors, independent directors and supervisors by cumulative voting system is shown in Annex 2
4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2022 / 3 / 24
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method
(I) registration procedures: 1. If individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their identity and stock account card; If an agent is entrusted to attend the meeting, he / she shall present his / her valid ID card, power of attorney of shareholders (see Annex 1: power of attorney for the form of power of attorney) and other registration procedures; 2. Legal person shareholders (including shareholders of other organizations without legal person status) shall be represented at the meeting by their legal representatives (other organizations other than legal persons are responsible persons) or by agents entrusted by their legal representatives. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law (see Annex 1: power of attorney for the form of power of attorney) to go through the registration procedures;
3. Shareholders can register by letter or e-mail, which must be delivered before 16:00 p.m. on March 30, 2022. Copies of the supporting materials listed in 1 and 2 above shall be attached to the letter or e-mail registration, and the original shall be brought with them when attending the meeting. The letter shall be subject to the receipt of the company within the registration time, and please indicate the contact person and contact telephone number on the or letter for easy contact.
(II) registration time: 9:30 a.m. to 11:30 p.m. and 13:00 to 15:00 p.m. on March 30, 2022. (III) registration place: conference room, floor 2, No. 876, Panyu Road, Xuhui District, Shanghai. 6、 Other matters 1. The meeting is expected to be half a day, and the transportation, board and lodging expenses of the participants shall be borne by themselves. 2. Contact information of the conference: Wang Yi, Yang Yujing Tel.: 02164663911 email: [email protected] In order to further improve the current epidemic prevention and control work, the company recommends that A-share shareholders give priority to participating in the meeting through online voting. If shareholders or their agents attend the meeting on site, in addition to carrying relevant certificates and materials, please pay attention to and comply with the relevant epidemic prevention and control regulations and requirements of Shanghai in advance. The company will take epidemic prevention and control measures for on-site shareholders or shareholders’ agents, such as participation registration, temperature detection, health code inspection, travel code and so on. Only those with health code, travel code green and normal temperature can attend the meeting. Fever, cough and other symptoms do not appear according to the requirements
