Beijing Yanjing Brewery Co.Ltd(000729)
Rules of procedure of the general meeting of shareholders
(approved by the 2021 annual general meeting of shareholders in May 2022)
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Beijing Yanjing Brewery Co.Ltd(000729) (hereinafter referred to as the “company”) and ensure that shareholders exercise their functions and powers according to law, in accordance with 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 (hereinafter referred to as the “Securities Law”), several provisions on strengthening the protection of the rights and interests of shareholders of public shares, the rules of the general meeting of shareholders of listed companies (revised in 2022) The provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the self regulatory guidelines for listed companies No. 1), the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange, the stock Listing Rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the stock listing rules (2022)) and the Beijing Yanjing Brewery Co.Ltd(000729) articles of association, Formulate these rules.
Article 2 the general meeting of shareholders is the highest authority of the company. The general meeting of shareholders shall exercise the following functions and powers:
1. Decide on the company’s business policy and investment plan;
2. Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
3. Review and approve the reports of the board of directors and the board of supervisors;
4. Review and approve the company’s annual financial budget plan and final settlement plan;
5. Review and approve the company’s profit distribution plan and loss recovery plan;
6. Make resolutions on the increase or decrease of the company’s registered capital;
7. Make resolutions on the issuance of corporate bonds;
8. Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
9. Amend the articles of Association;
10. Make resolutions on the employment and dismissal of accounting firms by the company;
11. Deliberating the proposals of shareholders who individually or jointly hold more than 3% of the company’s shares, more than half of the independent directors and the board of supervisors;
12. Review the related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets;
13. Review the transactions proposed by the company that meet one of the following criteria (except the transactions that do not involve consideration payment and do not have any obligations, such as receiving cash assets and obtaining debt relief):
(1) The total assets involved in the transaction account for more than 50% of the company’s latest audited total assets; If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
(2) The net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(3) The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds RMB 50 million;
(4) The related net profit of 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 RMB 5 million;
(5) The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(6) 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 RMB 5 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the company receives cash assets, obtains debt relief and other transactions that do not involve consideration payment and do not have any obligations, or the transactions that occur by the company only meet the standards of item (4) or (6) above, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, the company may apply to Shenzhen stock exchange for exemption from the provisions of this article submitted to the general meeting of shareholders for deliberation, However, it shall still perform the obligation of information disclosure in accordance with relevant provisions.
14. Review and approve the following external guarantees of the company
(1) Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(2) Any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(3) The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(4) The amount of a single guarantee exceeds 10% of the latest audited net assets;
(5) Guarantees provided to shareholders, actual controllers and their related parties;
(6) The guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets. 15. To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
16. Review and approve the change of the purpose of the raised funds;
17. Review the equity incentive plan and employee stock ownership plan;
18. Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Where a company purchases or sells equity, it shall calculate the relevant financial indicators according to the change proportion of the equity held by the company, and the provisions of articles 6.1.2 and 6.1.3 of the stock listing rules (2022) shall apply.
Where the scope of the company’s consolidated statements is changed due to the transaction, the relevant financial indicators of the target company corresponding to the equity shall be subject to the provisions of articles 6.1.2 and 6.1.3 of the stock listing rules (2022).
Where the scope of the company’s consolidated statements is changed due to the entrusted or entrusted management of assets and businesses, the provisions of the preceding paragraph shall apply mutatis mutandis.
Article 3 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held within six months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within two months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to Beijing Securities Regulatory Bureau and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 4 under any of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months from the date of occurrence: 1. When the number of directors is less than the number specified in the company law or less than two-thirds of the number specified in the articles of Association (i.e. 8);
2. When the company’s outstanding losses reach one-third of the total paid in share capital;
3. The written request of shareholders who individually or jointly hold more than 10% of the shares of the company;
4. When the board of directors deems it necessary;
5. When the board of supervisors proposes to hold a meeting;
6. Other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
The number of shares held in Item 3 above shall be calculated according to the date on which the shareholder puts forward a written request.
The place where the company holds the general meeting of shareholders is: the place where the company is located.
The general meeting of shareholders will be held in the form of on-site meeting. In accordance with the provisions of laws, administrative regulations, CSRC or the articles of association, the company will also provide online voting to facilitate shareholders’ participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. After the company issues the notice of the general meeting of shareholders, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If it is really necessary to change, the convener shall make an announcement at least two working days before the date of the on-site meeting and explain the reasons.
Article 5 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association, and shall not interfere with the disposal of shareholders’ rights.
Article 6 the board of directors of the company shall employ a lawyer to attend the general meeting of shareholders, give opinions on the following issues and make a public announcement:
1. Whether the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws and regulations and the articles of Association;
2. Verify the legitimacy and validity of the qualifications of the participants and the convener;
3. Verify the qualification of shareholders who put forward new proposals at the general meeting of shareholders, the number of shareholders and authorized representatives of shareholders attending the general meeting of shareholders, and the number of representative shares;
4. Whether the voting procedures and results of the general meeting of shareholders are legal and effective;
5. Avoidance of voting by relevant shareholders. If other shareholders are determined to avoid voting after the notice of the general meeting, the legal opinion shall disclose the relevant reasons in detail and issue clear opinions on its legality and compliance;
6. Whether the total number of votes issued by the shareholders in compliance with Article 17.2 of the guidelines should be included in the legal voting results of the self regulatory general meeting;
7. In addition to the proposal to elect directors and supervisors by cumulative voting, the number of shares agreed, opposed and abstained from each proposal and its proportion in the total number of valid voting shares attending the meeting, as well as whether the proposal has been adopted. The proposal to elect directors and supervisors by cumulative voting, the number of election votes obtained by each candidate and whether they are elected; Whether the voting result of the general meeting of shareholders is legal and valid;
8. Legal opinions on other issues at the request of the company.
The board of directors of the company may also employ notaries to attend the shareholders’ meeting at the same time to notarize the number of people attending the shareholders’ meeting, the amount of shares held by shareholders attending the meeting, the power of attorney, the voting results of each voting matter, the minutes of the meeting, the legitimacy of the meeting procedures and other matters. The legal opinions issued by lawyers shall not use vague words such as “basically consistent” and “not found”, and shall be signed by two practicing lawyers and the person in charge of the law firm, stamped with the seal of the law firm and signed on the date.
Article 7 these Rules shall come into force after being adopted by the resolution of the general meeting of shareholders of the company. These rules are supplementary documents to the articles of association and have the same legal effect as the articles of association. From the effective date, these rules have become legally binding documents regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders.
Chapter II convening of the general meeting of shareholders
Article 8 when the company holds the annual general meeting of shareholders, the board of directors shall notify the shareholders in the form of announcement 20 days before the meeting. When the company holds an extraordinary general meeting of shareholders, the board of directors shall notify the shareholders in the form of announcement 15 days before the meeting is held. When the company calculates the starting period of 20 days, it does not include the date of the meeting, but includes the announcement date of the meeting.
Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the board of directors in writing 10 days before the shareholders’ meeting; The board of directors shall notify other shareholders within two days after receiving the proposal and submit the interim proposal to the shareholders’ meeting for deliberation. The contents of the interim proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, with clear topics and specific resolutions.
The general meeting of shareholders shall not make resolutions on matters not listed in the notice in the preceding two paragraphs.
The shareholders who intend to attend the shareholders’ meeting shall deliver the written reply to the company 10 days before the meeting or the date specified in the notice.
Article 9 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the company shall make a public announcement at least two working days before the original date of the meeting to explain the specific reasons for the delay or cancellation. If the shareholders’ meeting is postponed, the company shall announce the postponed date in the notice. Except for force majeure or other accidents, the board of directors shall not change the time of the shareholders’ meeting; If it is really necessary to change the holding time of the general meeting of shareholders due to force majeure, the equity registration date shall not be changed accordingly. Once the equity registration date is confirmed, it shall not be changed. The interval between the date of equity registration and the date of the meeting shall not be less than two working days and not more than seven working days.
Article 10 the notice of the shareholders’ meeting shall include the following contents:
1. Time, place and duration of the meeting;
2. Proposals and matters submitted to the meeting;
3. Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company;
4. The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
5. The time and place of delivery of the power of attorney;
6. Name and telephone number of permanent contact person for conference affairs;
7. Voting time and procedures of network or other means (when the general meeting of shareholders adopts network or other means).
The time for voting of the general meeting of shareholders through Internet voting system or other means shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day of the on-site general meeting of shareholders, and its end time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 11 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals, as well as all materials or explanations required to enable the shareholders to make a reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of the independent directors and the recommendation institution, the opinions and reasons of the independent directors and the recommendation institution shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued. The contents of the proposal shall comply with laws and regulations, rules of Shenzhen Stock Exchange, other provisions of Shenzhen Stock Exchange and relevant provisions of the articles of association, belong to the scope of powers of the general meeting of shareholders, and have clear topics and specific resolutions.
Article 12 the notice of shareholders’ meeting shall be published in the newspaper and Internet designated by the articles of association no later than the time when the company issues the notice of shareholders’ meeting, and all materials necessary to help shareholders make reasonable decisions on the matters to be discussed shall be disclosed. Once announced, all shareholders shall be deemed to have received the notice of the general meeting of shareholders.
Article 13 the board of directors shall strictly abide by the provisions of the company law, the articles of association and other laws and regulations on convening the general meeting of shareholders, and carefully and timely organize the general meeting of shareholders. All directors of the company shall be responsible for the normal convening of the general meeting of shareholders in good faith and shall not hinder the general meeting of shareholders from performing its functions and powers according to law.
Article 14 the company shall adhere to simplicity in convening the general meeting of shareholders
