Beijing Yanjing Brewery Co.Ltd(000729)
Major investment management system
(approved by the 2021 annual general meeting of shareholders in May 2022)
Chapter I General Provisions
Article 1 in order to promote the standardized operation and healthy development of Beijing Yanjing Brewery Co.Ltd(000729) (hereinafter referred to as “the company” or “the company”), avoid business risks, ensure the safety of the company’s funds and property, safeguard the interests of the company and shareholders, and clarify the approval authority and approval procedures for major investment and financial decisions of the company, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in accordance with the provisions of relevant laws, regulations, rules and regulations such as the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company, and in combination with the actual situation of the company.
Article 2 the term “major investment” as mentioned in this system includes the following matters:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.)
According to the classification of investment purpose, foreign investment is divided into short-term investment and long-term investment. Short term investment includes stock investment and bond investment, while long-term investment includes long-term equity investment and long-term debt investment.
The types of foreign investment of the company include but are not limited to:
(I) the company independently sets up enterprises or independently funded business projects;
(II) the company invests to establish joint ventures, cooperative companies or development projects with other independent legal entities and natural persons at home and abroad;
(III) acquisition and merger by purchasing the equity of the target enterprise;
(IV) stocks, bonds, fund investment, etc;
(V) other foreign investment stipulated by laws and regulations.
3. Providing financial assistance (including entrusted loans, etc.) or providing guarantee (including guarantee for holding subsidiaries, etc.); 4. Leased in or leased out assets;
5. Sign management contracts (including entrusted operation, entrusted operation, etc.);
6. Donated or donated assets;
7. Reorganization of creditor’s rights or debts;
8. Transfer or assignment of research and development projects;
9. Sign a letter of intent, license agreement, contract or waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
10. Other matters recognized by the board of directors and the general meeting of shareholders and other transactions recognized by Shenzhen Stock Exchange. The above purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other asset purchases or sales related to daily operation, but such asset purchases or sales involved in asset replacement are still included.
Article 3 the company’s major investment shall comply with the development strategy formulated by the company, follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits.
Article 4 this system is applicable to the company and its holding subsidiaries.
Chapter II approval authority and implementation management
Article 5 major investment matters of the company shall be fully discussed and approved by the company’s management team meeting. For example, projects within the approval authority of the chairman and general manager shall be approved and implemented by the chairman and general manager; If it exceeds the authority of the chairman and general manager, it shall be reported to the board of directors for discussion and approval before implementation; If the authority of the board of directors is exceeded, it shall be reported to the general meeting of shareholders for discussion and approval before implementation.
Article 6 Where a transaction of the company meets one of the following standards, it shall be deliberated and approved by the board of directors and disclosed in time:
1.1 the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall prevail;
1.2 the net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher shall prevail;
1.3 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;
1.4 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 one million yuan;
1.5 the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
1.6 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 one million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the company’s transactions meet the standards specified in the above rules and the subject matter of the transaction is the company’s equity, it shall disclose the audited financial and accounting report of the subject assets in the latest year. The audit opinion issued by the accounting firm shall be unqualified, and the audit base date shall not exceed six months from the date of the shareholders’ meeting to consider relevant transactions. If the subject matter of the transaction is other assets other than the equity of the company, the appraisal report of the subject assets issued by the asset appraisal 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.
If a major investment event of the company meets one of the following standards, it shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for approval:
2.1 the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2.2 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;
2.3 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;
2.4 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;
2.5 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;
2.6 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;
If the data involved in the above index calculation is negative, take its absolute value for calculation.
When the company’s transactions are subject to the cumulative calculation principle for 12 consecutive months in accordance with the provisions, if they meet the specified standards that should be submitted to the general meeting of shareholders for deliberation, they can only submit the transaction matters 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 the provisions of 1.1-1.6 and 2.1-2.6, it will not be included in the cumulative calculation range. Transactions that have been disclosed but have not fulfilled the deliberation procedures of the general meeting of shareholders shall still be included in the cumulative calculation scope to determine the deliberation procedures that should be fulfilled.
Article 7 the board of directors authorizes the chairman of the board of directors to examine and approve major investment matters that fail to meet the deliberation standards of the board of directors. When the chairman exercises his power within his terms of reference (including authorization), matters that may have a significant impact on the operation of the company shall be made prudently, and if necessary, shall be submitted to the board of directors for collective decision-making. In addition, according to the actual situation of the company, the board of directors also authorizes the chairman of the board of directors to:
1. Organize the formulation of the company’s development plan and investment plan, or entrust the general manager to formulate it;
2. Sign the loan contract of credit or property pledge from financial institutions due to investment, business expansion and operation needs approved by the board of directors;
3. Approve the loan proposed by the general manager for the temporary needs of business development within the limit of 30 million yuan; Give temporary loans within the limit of RMB 20 million to subsidiaries holding more than 85% of the company; Temporary loans shared by the participating companies according to the proportion of shareholders’ investment within the limit of 20 million;
4. Approve the capital proposed by the general manager accounting for less than 10% of the audited net assets of the company in the latest fiscal year to participate in the stock investment in the primary market;
5. The chairman shall actively urge the implementation of the resolutions of the board of directors and inform other directors of the implementation in time. 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.
6. Sign the company’s shares, bonds and other securities;
7. Sign the approved mortgage financing or loan guarantee documents.
Article 8 the project application department is responsible for the feasibility study and evaluation of the company’s foreign investment projects:
1. After the project is discussed and approved by the Party committee and the office meeting, the company shall collect relevant information about the investment and return rate of the project and report it to the board of directors according to the actual situation of the company’s investment during the project establishment period and the actual rate of return after the project is approved by the board of directors;
2. After the project is approved, the department or branch responsible for the project approval must hire a qualified intermediary and set up an investment project evaluation team together with the company’s financial department to analyze the feasibility of the approved investment project, set the project financing plan, form a written report and formally submit it to the company’s board of directors.
Article 9 the financial department of the company is responsible for the financial implementation and management of foreign investment. After the company’s foreign investment projects are determined, the financial department of the company is responsible for implementing the financing plan and strictly monitoring the project expenditure.
Article 10 the financial department of the company shall timely register the investment according to the category, quantity, unit price, accrued interest, purchase date and other items of short-term investment, and carry out relevant accounting treatment.
Where securities investment is involved, a strict joint control system must be implemented. That is, it shall be jointly controlled by at least two persons, and the trading personnel of the investment object shall be separated from the fund and financial management personnel and restrict each other. No one shall touch the investment assets alone. The deposit or withdrawal of any investment assets must be recorded in the register in detail and signed by the handling personnel present.
The short-term securities purchased by the company must be recorded in the name of the company on the day of purchase.
The Finance Department of the company is responsible for regularly checking the use and balance of securities investment funds with the securities business department. Record the interest and dividends received from the investment in time.
The company shall conduct comprehensive inspection on short-term investment on a regular basis. When necessary, the company shall reasonably predict the possible losses of various short-term investments according to the principle of prudence, and withdraw the impairment provision according to the provisions of the accounting system.
Article 11 the office of the board of directors of the company is responsible for performing the obligation of information disclosure of listed companies. According to the relevant provisions of the securities regulatory authority, if the foreign investment meets the disclosure requirements of Shenzhen Stock Exchange, it shall be disclosed in time.
Chapter III investment disposal
Article 12 when the company terminates its foreign investment project, it shall conduct a comprehensive inventory of the property and debts of the invested unit in accordance with the relevant provisions of the state on enterprise liquidation; A liquidation group shall be established within 15 days from the date of occurrence of the cause for dissolution to start liquidation. The members of the liquidation group shall be selected by the general meeting of shareholders by ordinary resolution. In the process of liquidation, attention should be paid to whether there is any transfer or transfer of funds, private distribution of assets in a disguised form, indiscriminate distribution of funds and subsidies; After the liquidation, whether all assets and creditor’s rights are recovered in time and the entry procedures are handled.
The liquidation group shall exercise the following functions and powers during liquidation:
(I) clean up the company’s assets and prepare a balance sheet and an inventory of assets respectively;
(II) notify and announce creditors;
(III) handle the company’s outstanding business related to liquidation;
(IV) pay off the taxes owed and the taxes generated in the process of liquidation;
(V) clear up creditor’s rights and debts;
(VI) dispose of the remaining property of the company after paying off its debts;
(VII) participate in civil proceedings on behalf of the company.
After liquidating the company’s assets and preparing the balance sheet and inventory of assets, the liquidation group shall formulate a liquidation plan and submit it to the general meeting of shareholders for confirmation. Members of the liquidation group shall be devoted to their duties and perform their liquidation obligations according to law. Members of the liquidation group shall not take advantage of their functions and powers to accept bribes or other illegal income, and shall not misappropriate the company’s property. If a member of the liquidation group causes losses to the company or creditors due to intentional or gross negligence, he shall be liable for compensation.
Article 13 when writing off foreign investment, the company shall obtain legal documents and supporting documents that cannot recover the investment due to the bankruptcy of the invested unit. If the invested unit is declared bankrupt according to law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Article 14 the financial department of the company shall carefully review the approval documents, meeting minutes, asset recovery list and other relevant materials related to the disposal of foreign investment assets, and timely carry out the accounting treatment of the disposal of foreign investment assets in accordance with the regulations to ensure the authenticity and legality of the disposal of assets.
Article 15 in case of any of the following circumstances, the company may recover its foreign investment:
1. According to the articles of association, the operation of the investment project (enterprise) expires;
2. Due to the poor management of the investment project (enterprise), it is unable to repay the due debts and implement bankruptcy according to law; 3. The project (enterprise) cannot continue to operate due to force majeure;
4. The general meeting of shareholders of the investment enterprise decides to dissolve;
5. The business license of the investment enterprise is revoked, ordered to close down or revoked according to law;
6. Dissolution is required due to the merger or division of the investment company;
7. Other circumstances of termination of investment specified in the contract occur or occur;
Article 16 the company may transfer its foreign investment under any of the following circumstances:
1. The investment project has obviously gone against the business direction of the company;
2. There are continuous losses in the investment project and there is no hope of turning around the losses, and there is no market prospect;
3. When supplementary funds are urgently needed due to insufficient operating funds;
4. Other circumstances deemed necessary by the company.
Article 17 the transfer of investment shall be handled in strict accordance with the company law and the articles of association. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state.
Article 18 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment. Article 19 the financial department of the company is responsible for the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets.
Article 20 Where the company conducts entrusted financial management, it shall choose the one with good credit status and financial status,
