Securities code: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) securities abbreviation: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Announcement No.: 2022011 Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
On changing the registered capital and amending the articles of association and
Announcement on handling industrial and commercial change registration
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 proposal on the amendment of the articles of association of the company (hereinafter referred to as "the proposal on the amendment of the company's registered capital") was deliberated and approved at the 22nd Meeting of the board of directors on March 1, 2023. The specific matters are hereby announced as follows:
1、 Relevant information about the change of registered capital
According to the relevant provisions of the Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), if the incentive object leaves the company due to resignation and layoffs, 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 at the grant price.
Sun Zhe, Li Dan and other 13 incentive objects who have been granted restricted shares for the first time leave for personal reasons and are no longer qualified as incentive objects. Zhu Qiaoping, who has reserved some restricted shares, leaves for personal reasons and is no longer qualified as incentive objects. The Company repurchased and cancelled 145000 restricted shares held by the 14 original incentive objects that have been granted but have not been lifted.
Therefore, the company plans to reduce the registered capital of the company from 402030000 yuan to 401885000 yuan; The total number of shares of the company was reduced from 402.03 million shares to 401885 million shares, and the articles of association were amended accordingly.
2、 Relevant information on Amending Some Provisions of the articles of Association
At the same time, in order to further improve the standard operation level and improve the corporate governance structure, the company, in accordance with relevant laws and regulations such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation According to the latest provisions of normative documents and in combination with the actual situation of the company, the articles of association have been further revised. The specific amendments are as follows:
Before and after revision
Article 1: in order to safeguard the legitimate rights and interests of Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Article 1: in order to safeguard the legitimate rights and interests of Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Cosmetics Co., Ltd. (hereinafter referred to as cosmetics Co., Ltd. (hereinafter referred to as "the company" or "the company"), shareholders and creditors, standardize the legitimate rights and interests of Donghe creditors, and standardize the organization and behavior of the company, According to the organization and behavior of the company, according to the company law of the people's Republic of China (hereinafter referred to as the company law of the people's Republic of China) (hereinafter referred to as the "company law") and other relevant "company law" These articles of association are formulated in accordance with the provisions of the laws, administrative regulations, rules and normative documents 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 in accordance with the company law. Article 2 the company is in accordance with the relevant provisions of the company law and other laws, regulations, normative documents and other laws, regulations and normative documents, the relevant provisions of Shanghai municipal commercial documents, the approval of Shanghai Municipal Commission of Commerce and the approval of Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Commission, Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Cosmetics Co., Ltd. was established as a whole, and Cosmetics Co., Ltd. was established as a whole. The company is established in Shanghai Administration for Industry and commerce. The company is registered with Shanghai market supervision administration and has obtained a business license. The Bureau registered and obtained the business license (Unified Social Credit Code: 91310117555950333).
Article 6 the registered capital of the company is RMB 402.03 million. RMB 401885000.
Article 9 the registered capital of the company is divided into equal shares. 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 hold, and the shareholders shall be liable to the company to the extent of the shares they subscribe. The company shall be liable to the company to the extent that they think so. The company shall be liable to the company's debts with all its assets, and all its assets shall be liable to the company's debts. Responsibility.
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.
Article 19 the total number of shares of the company is Article 20 the total number of shares of the company is 402.03 million shares, all of which are RMB 401885 million shares, all of which are RMB ordinary shares. Common stock.
Article 23 under the following circumstances, Article 24 the company shall not acquire the shares of the company, which shall be approved through the procedures specified in the articles of association. However, except for the following circumstances and in accordance with laws, administrative regulations and department I: reporting to the relevant competent authorities of the state in accordance with the regulations (I) reducing the registered capital of the company;
After approval, it can acquire shares of the company (II) and merge with other companies holding shares of the company;
(I) reduce the registered capital of the company; (III) use the shares for employee holding (II) and holding the company's share plan or equity incentive; Merger of other companies; (IV) the company's merger, division and share decision plan or equity incentive made by the shareholders for the use of their shares in the shareholders' meeting (III); (IV) the company is required to acquire (IV) the shares of the shareholders due to the influence of the shareholders' meeting;
The company's merger and division resolution (V) disagrees with the public debate on the conversion of shares and requires the company to acquire the convertible shares issued by the company; Corporate bonds;
(V) converting shares into shares (VI) necessary for the company to maintain the value of convertible shares issued by the company and shareholders' equity.
Corporate bonds; (VI) in order to protect the value of the company in items (1) and (2) of the preceding paragraph and the rights and interests of shareholders, the listed company shall purchase the shares of the company. When approved by the general meeting of shareholders; In addition to the above circumstances, the company shall not acquire the shares of the company in items (III), (V) and (III) of the payment. In the case of purchasing the company's shares under the circumstances specified in paragraph (VI), the company may purchase the company's shares in accordance with the provisions of paragraphs (1) and (2) of the preceding paragraph or the authorization of the general meeting of shareholders. If the company purchases the company's shares for the reasons specified in paragraph, the directors present at more than two-thirds of the directors shall be subject to the resolution of the general meeting of shareholders; The company made a resolution at the pre meeting. If a company purchases its shares in accordance with the provisions of this article under the circumstances specified in items (III), (V) and (VI) of paragraph, it may purchase its shares in accordance with the provisions of the articles of association. If it falls under the circumstances specified in Item (1) or authorized by the general meeting of shareholders, it shall be cancelled by the directors present by more than two-thirds of the directors within 10 days from the date of purchase; It belongs to item (2) and item (4)
Resolutions of the meeting. In any case, it shall be transferred or cancelled within six months; In the case of item (III), item (V) and item (VI) of Article 23 of the articles of association, if the total number of shares held by the company is less than item (I) after the acquisition of the shares of the company, it shall be cancelled within 10 days from the date when the acquisition exceeds the total number of issued shares of the company; If it belongs to item (2) 10% and should be transferred or noted within three years, it shall be sold in the future. Transfer or cancellation within six months; If the total number of shares held by the company in Item (VI) or item (III) of item (VI) shall not exceed 10% of the total number of shares issued by the company, and shall not be cancelled in Item (V) or item (III) of item (VI) of item (III). Article 24 a company may purchase its own shares. Article 25 a company may purchase its own shares through public centralized trading, through public centralized trading, or through laws and regulations and China trading, or through laws and regulations and other methods recognized by the CSRC. Other methods approved by the CSRC. Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people's Republic of China and the securities law. Interest disclosure obligation. If a listed company acquires its own shares in the circumstances specified in items (III), (III), (V), (VI) (V) and (VI) of Article 23 and Article 24 of the articles of association, it shall acquire its own shares through public centralized trading, or through public centralized trading. Method. Article 28 the directors and supervisors of the company, Article 29 the directors, supervisors and senior managers of the company, the senior managers holding the shares of the company and the shareholders holding more than 5% of the shares of the company shall sell the shares held by the shareholders holding more than 5% of the shares of the company within six months from the date of purchase or other shares with equity, Or if securities of a nature purchased on the date of sale are sold within six months from the date of purchase, the proceeds will be sold within six months, or if the proceeds belong to the company on the date of sale and the directors of the company buy again within six months, the proceeds will be recovered by the income board. However, the income belongs to the company, and the directors and securities company of the company will recover its income due to the purchase of after-sales surplus due to underwriting. However, if a securities company holds more than 5% of the shares due to the purchase of the shares and the remaining shares after the package sale are not subject to the six-month time limit, it shall take the system of holding more than 5% of the shares. And other circumstances prescribed by the CSRC, the sale of the shares shall not be subject to the time limit of six months when the board of directors of the company does not execute the shares in accordance with the provisions of the preceding paragraph. If yes, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement the above-mentioned terms of directors, supervisors and senior managers within the above-mentioned period, the equity held by reasonable persons or natural persons of shareholders shall directly bring a lawsuit to the people's court with their own name votes or other certificates of equity nature for the benefit of the company. Securities, including those held by their spouses, parents and children or by using other people's accounts. If the board of directors of the company fails to implement the shares or other regulations with the nature of equity in accordance with paragraph 1, the responsible directors shall act in accordance with the securities. The law shall bear joint and several liability.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 37 If the resolutions of the general meeting of shareholders or the board of directors violate laws, administrative regulations or infringe upon the legitimate rights and interests of shareholders, shareholders have the right to bring a lawsuit to the people's court to stop the illegal act and infringement. Article 42 the general meeting of shareholders is the authority of the company. It exercises the following functions and powers according to law:
(I) decide on the company's business policy and (I) decide on the company's business policy and investment plan; Funding plan;
(II) elect and replace directors, and decide (II) the remuneration of directors who are not replaced by employees; To decide on matters related to the election and replacement of directors (III) and the remuneration of shareholders;
(III) the remuneration for the election and replacement of supervisors who are not represented by employees; To decide on the remuneration of the relevant supervisors (IV) to review and approve the report of the board of directors;
Report; (IV) review and approve the report of the board of directors; (V) review and approve the report of the board of supervisors (V) review and approve the report of the board of supervisors; Report;
