Beijing Yanjing Brewery Co.Ltd(000729)
Rules of procedure of the board of supervisors
(approved by the 2021 annual general meeting of shareholders in May 2022)
Article 1 in order to standardize the operation of Beijing Yanjing Brewery Co.Ltd(000729) board of supervisors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Interim Regulations on the board of supervisors of state-owned enterprises, the stock listing rules of Shenzhen Stock Exchange (Revised in 2022), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the work of the board of supervisors of listed companies These Provisions are formulated in accordance with the provisions of Beijing Yanjing Brewery Co.Ltd(000729) articles of association and relevant national laws and regulations.
Article 2 the board of supervisors is composed of three supervisors and has a chairman. The chairman of the board of supervisors shall be elected by the board of supervisors. The chairman of the board of supervisors shall be elected by more than half of all supervisors.
Article 3 the chairman of the board of supervisors shall preside over the work of the board of supervisors and be fully responsible for the work of the board of supervisors; Convene and preside over the meetings of the board of supervisors; Make work report to the general meeting of shareholders on behalf of the board of supervisors. If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
Article 4 the board of supervisors shall exercise its functions and powers in accordance with the provisions of the articles of association.
(I) review the company’s financial report and issue the interim audit report; Review the monthly and quarterly financial statements of the company; Can go deep into the company and its subordinate enterprises or business departments and investment enterprises to understand the financial situation; The company’s senior management may be required to make further explanations on the company’s financial situation, and shall review the company’s periodic report prepared by the board of directors and put forward written review opinions. The written audit opinions shall state whether the preparation and audit procedures of the report comply with relevant regulations and whether the contents are true, accurate and complete;
(II) supervisors can attend the meetings of the board of directors as nonvoting delegates, consult and understand the operation and management of the company, express independent opinions, and raise questions or suggestions on the resolutions of the board of directors.
(III) the supervisors shall supervise the directors, managers and other senior managers of the company’s compliance with relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange, other provisions of Shenzhen Stock Exchange and the articles of association, as well as the performance of duties of the company and resolutions of the general meeting of shareholders. The directors and senior managers shall truthfully provide relevant information and materials to the supervisors and shall not hinder the supervisors from exercising their functions and powers, When it is found that any act that damages the interests of the company has caused or may cause significant losses to the company, it shall report to the board of directors, the board of supervisors or the general meeting of shareholders, and the board of supervisors shall notify relevant violators in writing, require them to correct and report to Shenzhen Stock Exchange; Propose the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders; When necessary, the board of supervisors may report in writing to the general meeting of shareholders or relevant national competent authorities.
(IV) when the board of supervisors proposes to convene an extraordinary general meeting of shareholders, it shall report to the board of directors one month in advance and supervise the board of directors to convene an extraordinary general meeting of shareholders within two months in accordance with the provisions of the company law. Convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the company law;
(V) put forward proposals to the general meeting of shareholders;
(VI) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(VII) other functions and powers as stipulated in the articles of association or authorized by the general meeting of shareholders.
Article 5 when exercising its functions and powers, the board of supervisors may investigate the abnormal operation of the company. If necessary, the board of supervisors may hire law firms, accounting firms and other professional institutions to help, and the expenses incurred shall be borne by the company.
Article 6 the board of supervisors shall hold meetings at least twice a year. The notice of the meeting shall be sent to all supervisors in writing 10 days before the meeting. The supervisor may propose to hold an interim meeting. The resolution of the board of supervisors shall be adopted by more than half of the supervisors. The contents of the notice of the meeting of the board of supervisors shall comply with the provisions of the articles of association.
Article 7 the personnel and structure of the board of supervisors shall ensure that they can perform their duties independently and effectively. The supervisor shall be the shareholder representative and the employee representative of the company. The number of supervisors held by employee representatives of the company shall not be less than one-third of the number of supervisors. Supervisors shall have corresponding professional knowledge or work experience, effective ability to perform their duties and good professional ethics.
Article 8 The term of office of the supervisor is three years. Supervisors held by shareholders shall be elected or replaced by the general meeting of shareholders. Supervisors held by employees shall be democratically elected or replaced by employees of the company. The democratic election of supervisors by the employees of the company shall be conducted through the employee congress.
Article 9 supervisors and relevant national laws and regulations shall not be held concurrently.
Article 10 if a supervisor is unable to attend the meeting of the board of supervisors for some reason, he shall be deemed to be absent and abstain from voting on the meeting of the board of supervisors, which shall not exempt him from his responsibilities.
Article 11 If a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times, he shall be deemed to be unable to perform his duties, and shall be replaced at the shareholders’ meeting or the workers’ Congress.
Article 12 If a supervisor resigns before the expiration of his term of office, he shall comply with the provisions of the articles of association.
Article 13 supervisors shall abide by relevant national laws, regulations and the articles of association, perform the obligations of integrity and diligence, and safeguard the interests of the company; It is not allowed to take advantage of its position and authority in the company to seek personal interests, accept bribes or other illegal income, or occupy the company’s property.
Article 14 the supervisor shall not disclose the company’s secrets except in accordance with the law or with the consent of the general meeting of shareholders; If a supervisor violates laws, administrative regulations or the articles of association when performing his duties and causes damage to the company, he shall be liable for compensation.
Article 15 the method of discussion of the board of supervisors shall be the meeting method, and the matters discussed shall be recorded. Under special circumstances, fax can be adopted. The minutes of the meeting of the board of supervisors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The supervisors and recorder attending the meeting shall sign the minutes. The minutes of the meeting of the board of supervisors shall be properly kept.
Article 16 the voting procedure of the board of supervisors is a show of hands.
Article 17 the meeting of the board of supervisors shall have a special record book and recorder. The supervisors attending the meeting and the recorder shall sign on the meeting minutes. The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the board of supervisors shall be kept by the Secretary of the board of directors as the company’s archives. The minutes of the meeting of the board of supervisors shall be kept for at least ten years during the company’s existence and retention period.
Article 18 the board of supervisors shall properly keep the relevant documents and materials of the general meeting of shareholders, the board of directors and the board of supervisors and sort them into a book for future reference.
Article 19 These Rules shall come into force after being approved by the general meeting of shareholders, and the same shall apply to amendments.
Article 20 the board of supervisors shall be responsible for the interpretation of these rules.
