Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders twenty
Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section 2 independent directors twenty-seven
Section III board of Directors thirty
Section IV Secretary of the board of Directors thirty-four
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors thirty-eight
Chapter VIII Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section II Internal Audit forty-four
Section III appointment of accounting firm forty-four
Chapter IX notices and announcements forty-five
Section I notice forty-five
Section II announcement forty-five
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-six
Section 1 merger, division, capital increase and capital reduction forty-six
Section 2 dissolution and liquidation forty-seven
Chapter XI amendment of the articles of Association 49 Chapter XII Supplementary Provisions forty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The articles of association are formulated in accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws, administrative regulations, rules and normative documents.
Article 2 the company is wholly changed and established by Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Cosmetics Co., Ltd. in accordance with the relevant provisions of the company law and other laws, regulations and normative documents and with the approval of Shanghai Municipal Commission of Commerce. The company was registered with Shanghai market supervision administration and obtained a business license (Unified Social Credit Code: 91310117555950333).
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 4, 2020, the company issued 40010000 RMB ordinary shares to the public for the first time and was listed on Shanghai Stock Exchange on September 29, 2020.
Article 4 registered name of the company:
Full Chinese Name: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Full English Name: Shanghai Lily & Beauty Cosmetics Co., Ltd
Article 5 company domicile: 618, floor 6, No. 89 and 90, Lane 825, Ledu West Road, Songjiang District, Shanghai.
Postal Code: 201699
Article 6 the registered capital of the company is RMB 401885000.
Article 7 the company is a permanent joint stock limited company. Article 8 the chairman is the legal representative of the company. Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association has become a standard for regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and has great influence on the company, shareholders, directors, supervisors and senior managers
Legally binding document. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company. General manager and other senior managers.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose is to provide efficient channels for brands to obtain users and provide beautiful solutions for women all over the world by using the company’s market insight and big data mining ability in the cosmetics industry. By providing high-quality products and services, connect brands with consumers and create value to customers, employees and shareholders.
The fourteenth items are registered according to law. The business scope of the company is: perfume, cosmetics, daily necessities, machinery and equipment, hardware and electrical equipment, computer hardware and software (except computer information system security special products), electronic products, beauty tools, clothing shoes and hats, toys, needle textiles, mother and baby products, stationery, sporting goods, craft gifts, Building decoration materials (excluding dangerous goods), chemical raw materials and products (excluding dangerous chemicals, MCCs, fireworks and firecrackers, civil explosives and precursor chemicals), flowers, leather products, packaging materials, clocks and watches, glasses and accessories (excluding contact lenses and nursing liquid), photographic equipment, furniture, household appliances, computers and accessories, auto and motorcycle accessories Wholesale, food sales, import and export business, commission agency (except auction) and relevant supporting services and after-sales services of pet supplies and jewelry (except rough diamonds and bare diamonds); Online sales; Provide computer system technical services, technical consultation, technology development and technology transfer; Computer graphic design and production (except web pages), design, production, agency and release of various advertisements, e-commerce (not engaged in value-added telecommunications and financial services), marketing planning, business information consulting and investment consulting; Warehousing services (excluding food and hazardous chemicals); China freight forwarder; Online agent sales of all kinds of single purpose prepaid cards.
[for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments] (subject to the approval of industry and Commerce)
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares. Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB. Article 18 the total number of ordinary shares approved to be issued at the time of establishment of the company is 360 million shares, all of which are subscribed by the promoters. The shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation. Article 19 the company was changed from its predecessor Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Cosmetics Co., Ltd. (hereinafter referred to as “the limited company”) into a joint-stock company on March 6, 2016. The total number of shares at the time of establishment was 360 million. The promoters were all shareholders of the limited company, and each promoter subscribed for shares based on the net assets of the limited company held by him. The promoters, the number of shares subscribed and the proportion in the total share capital are shown in the table below:
Name of sponsor number of shares (10000 shares) shareholding ratio
Huang Tao 133980304 372168%
Alibaba (China) Network Technology Co., Ltd. 70376745 195491%
Crescent Lily Singapore Pte. Ltd. 3,4876426 9.6879%
Shanghai Liren venture capital partnership (limited partnership) 31367739 8.7133%
Milestone Ecom I Limited 2,1137228 5.8715%
Asia-Pacific e-Commerce Opportunities Pte. Ltd. 2,1137228 5.8715%
Shanghai Jiliang asset management partnership (limited partnership) 19366919 5.3797%
Shanghai lixiu venture capital partnership (limited partnership) 16458711 4.5719%
Shanghai Yili investment partnership (limited partnership) 3743605 1.0399%
Shanghai Hanli Qianlong venture capital partnership (limited partnership) 3170584 0.8807%
Shanghai Hanli Qianjun venture capital partnership (limited partnership) 1663825 0.4622%
Shanghai Hanli qiantai venture capital partnership (limited partnership) 1663825 0.4622%
Shanghai Hanli prospect equity investment partnership (limited partnership) 1056861 0.2936%
Total 36 Tcl Technology Group Corporation(000100) %
Article 20 the total number of shares of the company is 401885000, all of which are ordinary shares in RMB.
Provide any assistance to the person who purchases or intends to purchase the company’s shares in the form of loans.
Section II increase, decrease and repurchase of shares
Article 22 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its registered capital in the following ways after a resolution is made by the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 23 according to the provisions of the articles of association, the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the procedures stipulated in the company law and the articles of association.
Article 24 the company shall not purchase its own shares. However, except under any of the following circumstances:
（1） Reduce
