Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Decision making and management system for major investment and operation
Chapter I General Provisions
Article 1 in order to standardize the business behavior of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as “the company”), clarify the approval authority and procedures for the decision-making of major matters of the company, and improve work efficiency, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange and other laws, administrative regulations and rules This system is formulated in accordance with the relevant provisions of normative documents and Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II examination and approval authority of major investment and operation decisions
Article 2 the “transaction” mentioned in this system specifically includes:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights and debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（12） Other transactions recognized by Shanghai Stock Exchange. The above transactions do not include the following types of transactions related to daily operation of the company: (1) purchase of raw materials, fuel and power; (2) Receiving labor services; (3) Selling products, commodities, etc; (4) Providing labor services; (5) Project contracting, etc; (6) Other transactions related to daily operation, but such daily transactions involved in asset replacement are still included.
Article 3 if the transactions (except financial aid and guarantee) of the company meet one of the following standards, they shall be deliberated and approved by the board of directors and shall be disclosed in time.
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(III) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10000 yuan;
(IV) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(V) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(VI) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the transaction of the company fails to meet the above standards, it shall be decided by the general manager.
Article 4 if the transactions (except financial aid and guarantee) of the company meet one of the following standards, they shall be submitted to the general meeting of shareholders for deliberation and shall be disclosed in time:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(III) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(IV) the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(V) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(VI) the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 5 in case of any of the following transactions, the company may be exempted from submitting to the general meeting of shareholders for deliberation:
(I) the company has received cash assets, obtained debt relief and other transactions that do not involve consideration payment and do not have any obligations;
(II) the transactions of the company only meet the standards in Item (IV) or (VI) of paragraph 1 of Article 4, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan.
Article 6 Where a company purchases or sells equity, it shall calculate the relevant financial indicators according to the change proportion of the underlying company’s equity held by the company, and the provisions of Articles 3 and 4 of this system shall apply. If the transaction will lead to changes in the scope of the company’s consolidated statements, the relevant financial indicators of the target company corresponding to the equity shall be taken as the calculation basis, and the provisions of Articles 3 and 4 of this system shall apply.
If the scope of the company’s consolidated statements is changed due to the lease in or lease out of assets, entrusted or entrusted management of assets and businesses, the provisions of the preceding paragraph shall apply mutatis mutandis.
Article 7 Where a transaction of the company meets the standards specified in Article 4 of the system and the subject matter of the transaction is the equity of the company, the financial and accounting report of the subject asset in the latest year audited by an accounting firm shall be disclosed. The audit opinion issued by the accounting firm shall be standard and unqualified, and the audit deadline shall not exceed 6 months from the date of the shareholders’ meeting to consider relevant transactions.
If the transaction of the company meets the standards specified in Article 4 of this system and the subject matter of the transaction is other assets other than the equity of the company, the evaluation report of the subject assets issued by the asset evaluation institution shall be disclosed. The benchmark date of the appraisal shall not be more than one year from the date of the general meeting of shareholders to consider relevant transactions.
According to the requirements of the CSRC and Shanghai Stock Exchange on the principle of prudence, the provisions of the preceding two paragraphs shall apply to the trading matters voluntarily submitted by the company to the general meeting of shareholders for deliberation in accordance with the articles of association or other laws and regulations.
Article 8 where the company’s transactions meet the standards specified in Article 3 of this system, and the counterparty takes non cash assets as transaction consideration or offsets the company’s debts, the company shall disclose the audit report or evaluation report involving assets with reference to the provisions of Article 7 of this system.
Article 9 if the company is unable to audit the latest financial accounting report of the transaction object in the latest year due to objective reasons such as the company’s inability to form control, joint control or significant influence on the transaction object before and after the transaction, the company may be exempted from disclosing the audit report in accordance with article 7 of the system after disclosing the relevant information, Unless otherwise stipulated by the CSRC or Shanghai Stock Exchange.
Article 10 when the company conducts transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, it shall apply the provisions of Article 3 and Article 4 of this system to all transactions related to the subscript of the same transaction category according to the principle of cumulative calculation within 12 consecutive months. Those who have fulfilled relevant obligations in accordance with Articles 3 and 4 of the system will not be included in the relevant cumulative calculation scope.
If the transactions of the company meet the disclosure standards when the cumulative calculation principle for 12 consecutive months is applied in accordance with the provisions, the transactions of the company can only be disclosed in accordance with the relevant requirements of the exchange, and the cumulative transactions that have not met the disclosure standards in the previous period can be explained in the announcement; If it meets the standards that should be submitted to the general meeting of shareholders for deliberation, it can only submit the transaction to the general meeting of shareholders for deliberation, and explain the transaction matters that have not fulfilled the deliberation procedures of the general meeting of shareholders in the previous period in the announcement.
If the company has performed relevant obligations in accordance with Articles 3 and 4 of the system, it will not be included in the corresponding cumulative calculation range. The transactions disclosed by the company but not fulfilled the deliberation procedures of the general meeting of shareholders shall still be included in the corresponding cumulative calculation scope to determine the deliberation procedures to be fulfilled.
Article 11 Where a company has a transaction and the relevant arrangement involves a conditional amount such as consideration that may be paid or received in the future, the maximum amount that may be paid or received shall be taken as the transaction amount, and the provisions of Articles 3 and 4 of this system shall apply.
Article 12 Where the company conducts transactions by stages, the provisions of Articles 3 and 4 of this system shall apply based on the total amount agreed in the agreement.
Article 13 if the company and the same trading party have the higher bid in items (II) to (IV) of Article 2 of this system at the same time, the provisions of Articles 3 and 4 of this system shall apply.
Article 14 Where the company has a transaction and renews the contract or extends the term with the original counterparty after the expiration of the term, it shall re perform the review procedures and disclosure obligations in accordance with the provisions.
Chapter III Financial Assistance
Article 15 the transaction of “financial assistance” of the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors, and shall be disclosed in time. In case of any of the following circumstances, the financial assistance shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of single financial assistance exceeds 10% of the company’s latest audited net assets;
(II) the latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
(IV) other circumstances stipulated by the Shanghai Stock Exchange or the articles of association.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, the provisions of the preceding paragraph may be exempted. Chapter IV external guarantee
Article 16 the external guarantee of the company shall be carried out in accordance with relevant laws, regulations and rules, the articles of association and the management system of financing and external guarantee approved by the general meeting of shareholders of the company.
Chapter V entrusted financial management
Article 17 when the company conducts entrusted financial management, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, it can reasonably predict the investment scope, amount and duration, and calculate the proportion of the amount in the net assets, which shall be subject to the provisions of Articles 3 and 4 of this system.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
Chapter VI purchase or sale of assets
Article 18 asset purchase or sale refers to the purchase or sale of fixed assets, construction in progress, intangible assets, investment interests or other assets by the company. Regardless of the source of funds for the purchase of assets and the income from the sale of assets, they are within the scope of this chapter.
Article 19 Where a company leases in or out assets, the provisions of Articles 3 and 4 of this system shall apply to all the agreed rental expenses or rental income.
Article 20 Where the company directly or indirectly waives the right of preemptive purchase or subscribed capital contribution of its holding subsidiaries or other entities under its control, resulting in changes in the scope of the consolidated statements, the provisions of Articles 3 and 4 of this system shall apply based on the amount waived and the relevant financial indicators of the entity.
If the company’s waiver of rights does not lead to changes in the scope of the company’s consolidated statements, but the proportion of the equity of the subject decreases compared with the non waiver of rights, the provisions of Articles 3 and 4 of this system shall be applied based on the amount of waiver and the relevant financial indicators calculated according to the proportion of changes in equity.
If the company partially waives its rights, it shall also the amount and indicators specified in the previous two paragraphs and the actual amount of transfer or capital contribution, and the provisions of Articles 3 and 4 of this system shall apply.
Article 21 in addition to the provisions of paragraph 1 of Article 10 of the system, if the company has a “purchase or sale of assets” transaction, regardless of whether the subject matter of the transaction is related or not, if the total assets or transaction amount involved exceeds 30% of the company’s latest audited total assets within 12 consecutive months, it shall be disclosed and audited or evaluated with reference to Article 7 of the system, It shall also be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Chapter VII foreign investment
Article 22 foreign investment refers to the company’s investment in the establishment of joint ventures, cooperative enterprises, joint ventures, holding subsidiaries or joint-stock subsidiaries or other forms of foreign investment in the form of currency, physical objects, industrial property rights, non patented technology, land use rights, etc., including entrusted financial management, entrusted loans, etc.
Article 23 for major foreign investment projects, the feasibility report of foreign investment projects shall be prepared, and the relevant departments or personnel shall analyze and demonstrate the investment projects. When reviewing investment projects, the following shall be considered:
(I) whether the proposed investment project complies with relevant national laws and regulations and relevant regulatory policies, whether it complies with the development direction of the enterprise’s main business and the overall requirements of foreign investment, and whether it is conducive to the long-term development of the enterprise;
(II) whether the proposed investment plan is feasible, whether the main risks are controllable, and whether corresponding preventive measures have been taken;
(III) whether the enterprise has the corresponding capital capacity and project supervision capacity;
(IV) whether the expected business objectives and income objectives of the proposed investment project can be realized, whether the investment interests of the enterprise can be guaranteed, and whether the invested funds can be recovered.
Article 24 usually conduct due diligence investigation or on-site investigation on the credit status of the invested enterprise, and pay attention to the management or actual controller of the invested enterprise
