Beijing Yanjing Brewery Co.Ltd(000729)
Rules of procedure of the board of directors
(approved by the 2021 annual general meeting of shareholders in May 2022)
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure and ensure the work efficiency and scientific decision-making of the board of directors of the company, in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the guidelines for the articles of association of listed companies (Revised in 2022) These detailed rules are formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association.
Article 2 the board of directors is the company’s permanent authority and business decision-making body, which is responsible for and reports to the general meeting of shareholders. Authorized by the general meeting of shareholders, the board of directors shall exercise part of the functions and powers of the general meeting of shareholders when the general meeting of shareholders is not in session.
Article 3 the board of directors represents the company externally, and the chairman is the legal representative of the company. Under the leadership of the board of directors, the general manager of the company is responsible for the daily business, operation and administrative activities of the company, and is responsible for and reports to the board of directors. Directors are responsible to all shareholders.
Article 4 the board of directors accepts the supervision of the board of supervisors of the company and respects the opinions or suggestions of the employee congress. Chapter II composition of the board of directors
Article 5 the board of directors is composed of eleven members, including four independent directors, who are responsible for and report to the general meeting of shareholders. The board of directors shall set up an audit committee, and set up relevant special committees such as strategy, nomination, remuneration and assessment as required, which shall be responsible to the board of directors. The members of the special committee are all composed of directors, among which the independent directors of the audit committee, nomination committee and remuneration and assessment committee shall account for the majority and act as the convener. The convener of the audit committee shall be an accounting professional.
Article the directors shall be re elected by the shareholders’ meeting for a term of three years, or they can be re elected by the shareholders’ meeting for a consecutive term of six years.
Directors can be held by shareholders or non shareholders. Directors do not need to hold shares of the company. The term of office of directors is calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the current board of directors. Upon expiration of the term of office, they can be re elected. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
Before the expiration of a director’s term of office, the general meeting of shareholders shall not remove him without reason.
The director may be concurrently held by the manager or other senior managers, but the total number of directors concurrently holding the position of manager or other senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
Under any of the following circumstances, he cannot serve as a director of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VII) other contents stipulated by laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
Article 7 the board of directors shall have one chairman and two vice chairmen, who shall assist the chairman in his work. The chairman and vice chairman must be held by directors and elected by the board of directors by more than half of all directors.
Article 8 the board of directors shall have a secretary. The Secretary of the board of directors and his authorized representative and the office of the board of directors shall be responsible for the implementation and daily affairs of the matters decided by the board of directors.
Chapter III responsibilities of the board of directors
Article 9 the board of directors is responsible for convening the annual general meeting of shareholders within six months from the end of each fiscal year, making an annual work report to the general meeting and implementing the resolutions of the general meeting of shareholders.
Article 10 under any of the following circumstances, the board of directors shall convene an extraordinary general meeting of shareholders within two months:
(I) 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;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) written request from shareholders who individually or jointly hold more than 10% of the total shares of the company; (IV) when the board of directors deems it necessary or the board of supervisors proposes to convene the meeting;
(V) 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.
Article 11 determine the company’s annual business plan, investment plan and development plan.
Article 12 formulate the company’s plans for increasing or reducing registered capital, issuing bonds or securities and listing.
Article 13 formulate the company’s annual financial budget plan and final account plan.
Article 14 formulate the company’s profit distribution plan and loss recovery plan.
Article 15 within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, asset mortgage and other guarantee matters, entrusted financial management, related party transactions, foreign donations and other matters, the company’s financing and borrowing rights, and decide on the leasing, contracting and transfer of the company’s important assets.
Article 16 determine the establishment of the company’s internal management organization.
Article 17 appoint or dismiss the company’s manager and the Secretary of the board of directors, and decide on their remuneration, rewards and punishments. According to the nomination of the manager, appoint or dismiss the company’s deputy manager, the person in charge of Finance and other senior managers, and decide on their remuneration, rewards and punishments.
Article 18 formulate the basic management system of the company.
Article 19 formulate the amendment plan of the articles of association.
Article 20 manage the information disclosure of the company.
Article 21 propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company.
Article 22 appoint or dismiss the company’s perennial legal counsel.
Article 23 listen to the work report of the manager of the company and check the work of the manager.
Article 24 formulate the company’s major acquisition, acquisition of the company’s shares or sale plan, merger, division, termination and liquidation plan, and change the company form, and submit it to the general meeting of shareholders for resolution
Article 25 submit the bankruptcy application of the company.
Article 26 other functions and powers granted by laws, regulations or the articles of association and the general meeting of shareholders.
Article 27 the board of directors of the company shall explain the qualified audit report of the certified public accountant on the company’s financial report to the general meeting of shareholders.
Article 28 the board of directors shall determine the authority of venture capital made by using the company’s assets and establish strict review and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and approved by the general meeting of shareholders.
According to the preceding article, the venture capital determined by the board of directors by using the company’s assets shall not exceed 10% (including 10%) of the company’s total assets. The venture capital exceeding this proportion shall be reported to the general meeting of shareholders for approval.
The scope of venture capital includes but is not limited to:
(I) other long-term investments in limited liability companies;
(II) purchase the company stocks, convertible bonds and other enterprise bonds of other listed companies;
(III) providing guarantees for other enterprises;
(IV) developing investment projects in cooperation with other enterprises;
(V) asset mortgage;
(VI) entrusted financial management;
(VII) other projects that belong to venture capital as stipulated by laws, regulations or the articles of association and determined by the general meeting of shareholders.
Article 29 shareholders holding more than 5% of the company shall sell their shares within six months after buying them,
Or buy the income within six months after the sale, the board of directors shall recover it. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors fails to implement the provisions of the preceding paragraph, other shareholders have the right to require the board of directors to implement it.
All statutory functions and powers of the board of directors shall be exercised collectively by the board of directors, and shall not be authorized to be exercised by others, and shall not be changed or deprived by means of the articles of association, resolutions of the general meeting of shareholders, etc. Where other functions and powers of the board of directors stipulated in the articles of association involve major businesses and matters, they shall be subject to collective decision-making and approval, and shall not be authorized to be exercised by the chairman and general manager.
The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal of the special committee shall be submitted to the board of directors for deliberation and decision.
Article 30 the chairman is the legal representative of the company and exercises the following functions and powers:
(I) preside over the general meeting of shareholders and be the chairman of the general meeting of shareholders;
(II) convene and preside over the meetings of the board of directors and urge the directors to attend the meetings of the board of directors in person;
(III) abide by the rules of procedure of the board of directors, submit matters to the board of directors for deliberation, and abide by the collective decisions of the board of directors
(IV) sign the company’s shares, corporate bonds and other securities;
(V) sign important documents of the board of directors and other documents that should be signed by the legal representative;
(VI) exercise the functions and powers of the legal representative;
(VII) in case of emergencies such as major natural disasters, exercise special adjudication and disposal rights on the company’s affairs, but it should be in the interests of the company and report to the board of directors and the general meeting of shareholders afterwards;
(VIII) other functions and powers authorized by the resolution of the board of directors. When the board of directors is not in session, the chairman may be authorized to exercise some functions and powers of the board of directors in accordance with the principles and specific contents of authorization clearly stipulated in the articles of association. The vice chairman of the company assists the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman jointly elected by more than half of the directors shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
The chairman of the board of directors shall not engage in acts beyond the scope of his functions and powers, restrict or hinder other directors from independently exercising his functions and powers in any form, replace the decision-making of the board of directors with personal opinions, and affect the independent decision-making of other directors. If the actual implementation is inconsistent with the contents of the resolutions of the board of directors, or major risks are found in the process of implementation, the chairman of the board of directors shall timely convene the board of directors for deliberation and take effective measures. The chairman of the board of directors shall regularly ask the general manager and other senior managers about the implementation of the resolutions of the board of directors. The chairman of the board of directors shall guarantee the right to know of all directors and the Secretary of the board of directors, create good working conditions for them to perform their duties, and shall not obstruct them from exercising their functions and powers according to law in any form.
Chapter IV Rules of procedure
Article 31 the meeting of the board of directors shall be held at least twice a year and convened by the chairman of the board of directors. Each meeting shall be notified to all directors and supervisors 10 days before the meeting is held.
An interim meeting shall be held within ten working days under the following circumstances:
(I) when more than one-third of the directors jointly propose;
(II) when proposed by the board of supervisors;
(III) shareholders representing more than 1 / 10 of the voting rights propose.
When it is necessary to convene an interim meeting of the board of directors in an emergency, upon the proposal of the chairman and the general manager, the notice to all directors and their consent, the notice time limit specified in the articles of association can be exempted, and the interim meeting of the board of directors can be convened within three days after the notice. However, the provisions of this article shall not be abused.
Article 32 the Secretary of the board of directors is responsible for implementing the agenda of the meeting, and requests the board of directors to notify in advance after making a decision. The notice of the board meeting includes the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 33 the meeting of the board of directors shall be held only when more than half of the directors are present. The meeting of the board of directors shall be attended by the directors themselves. If a director is unable to attend for some reason, he shall carefully select and entrust other directors in writing to attend the meeting on his behalf and specify the scope of authorization. A director shall not make or accept an entrustment without voting intention, full authorization or an entrustment with unclear scope of authorization, and an independent director shall not entrust a non independent director to attend the meeting on his behalf. The power of attorney shall specify the name of the agent, agency matters, authority and validity period, and shall be signed or sealed by the principal. If voting matters are involved, the trustor shall clearly express his consent, objection or abstention on each matter in the power of attorney. Directors’ responsibilities for voting matters shall not be exempted by entrusting other directors to attend.
Article 34 a director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a meeting of the board of directors. When considering related party transactions, non related directors shall not entrust related directors to attend the meeting on their behalf. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization. If a director fails to attend the meeting of the board of directors or entrust an agent to attend, he shall be deemed to have waived his voting right at the meeting and shall not be exempted from his responsibilities. If a director fails to attend the meeting of the board of directors in person for two consecutive times or fails to attend the meeting of the board of directors in person for 12 consecutive months during his term of office, the director shall make a written explanation and disclose it to the public. If a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Supervisors, managers and persons deemed necessary by the chairman of the board of directors may attend the meetings of the board of directors as nonvoting delegates.
Article 35 A resolution made by the board of directors must be adopted by more than half of all directors.
Article 36 the voting system of “one person, one vote” and “a minority subordinate to a majority” shall be implemented for resolutions. Article 37 a proposal not to hold a meeting of the board of directors and signed by all directors shall be deemed to have been adopted by an effective meeting of the board of directors. On the premise that the directors can fully express their opinions, the interim meeting of the board of directors can be held by fax and make resolutions, which shall be signed by the directors attending the meeting.
Article 38 Where a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The board meeting can be held when more than half of the unrelated directors are present
