Beijing Yanjing Brewery Co.Ltd(000729)
Working system of independent directors
(approved by the 2021 annual general meeting of shareholders in May 2022)
Chapter I General Provisions
Article – in order to further improve the governance structure of Beijing Yanjing Brewery Co.Ltd(000729) (hereinafter referred to as the company or the company), promote the standardized operation of the company, improve the structure of the board of directors and protect the interests of minority shareholders and stakeholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the “Stock Listing Rules”), the self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation of listed companies on the main board”) and relevant national laws This system is hereby formulated in accordance with the provisions of laws and regulations and the articles of association.
Article 2 the members of the board of directors of the company shall include at least one-third of the independent directors. The board of directors of the company shall set up special committees for remuneration and assessment, audit and nomination. Independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee and act as the convener.
Chapter II General Provisions
Article 3 the independent director of the company refers to the director who does not hold any position other than the independent director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 4 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with relevant national laws and regulations and the requirements of the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Article 5 independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers, or other units or individuals with an interest in the company.
Article 6 in principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform their duties.
Article 7 among the independent directors of the company, at least one accounting professional (accounting professional refers to the person with senior professional title, associate professor or above professional title, doctoral degree, or high-level professional title in economic management and more than 5 years of full-time working experience in accounting, audit or financial management or certified public accountant qualification).
Article 8 when the number of independent directors of the company fails to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors not meeting the requirements of the independent director rules, the company shall make up the number of independent directors in accordance with the regulations.
Article 9 independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Chapter III Conditions of appointment of independent directors
Article 10 an independent director shall have the qualifications suitable for the exercise of his functions and powers. Serving as an independent director of the company shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other provisions; (II) have the independence required by this system;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of working experience in law, economics or other work necessary to perform the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association.
Article 11 independent directors must be independent. In order to ensure the independence of independent directors, the following persons shall not serve as independent directors of the company:
(I) the personnel working in the company or its affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members; The employees of the controlling shareholders and their immediate family members in the company;
(IV) personnel who have been in the situations listed in items (I), (II), (III), (V), (VI) in the recent one year;
(V) personnel who provide financial, legal and consulting services for the company and its controlling shareholders, actual controllers or its subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings.
(VII) other personnel stipulated by laws, administrative regulations and departmental rules;
(VIII) other personnel specified in the articles of Association;
(IX) other personnel recognized by the CSRC and Shenzhen Stock Exchange.
Chapter IV selection and replacement of independent directors
Article 12 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and norms.
The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 13 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, education background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent and objective judgment. Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
Article 14 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time.
Article 15 after examination by the Shenzhen Stock Exchange, the nominees who have objections to their qualifications and independence may be candidates for directors of the company, but not candidates for independent directors.
When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by the Shenzhen Stock Exchange.
Article 16 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years. If he has served as an independent director of the same listed company for six consecutive years, he shall not be nominated as an independent director candidate of the listed company within 12 months from the date of the occurrence of the fact.
Article 17 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him. In addition to the above circumstances and the circumstances stipulated in the company law and the standardized operation of listed companies on the main board, independent directors shall not be removed without reason before the expiration of their term of office.
Before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure. If the removed independent director considers that the company’s reasons for removal are improper, he may make a public statement.
Article 18 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the number of independent directors who resign is lower than the minimum number of independent directors required by the company’s articles of association after the effective date of the resignation, the number of independent directors shall be filled in the company’s independent directors’ report.
Chapter V functions and powers of independent directors
Article 19 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the listed company, and take the initiative to investigate and obtain the information and materials needed to make decisions. Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 20 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, the company also gives independent directors the following special functions and powers:
(I) major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net assets) shall be submitted to the board of directors for discussion after being approved by independent directors; Before making a judgment, the independent director may hire an intermediary to issue an independent financial consultant report as the basis for his judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) solicit voting rights from shareholders in public before the general meeting of shareholders is held;
(VII) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph; The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors. Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree. Article 21 if the above proposals are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Chapter VI independent opinions of independent directors
Article 22 in addition to performing the above duties, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) the company’s shareholders, actual controllers and their affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears; Employ and dismiss accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions that need to be disclosed, providing guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, stock and Derivative Investment and other major matters;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
（13） The company intends to decide that its shares will no longer be traded on the exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters stipulated in relevant laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association.
Article 23 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Article 24 If the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and can not reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Chapter VII working conditions of independent directors
Article 25 the company guarantees that independent directors enjoy the same right to know as other directors. For any matter that needs to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement.
Article 26 when two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the board of directors meeting or the deliberation of the matter, which shall be adopted by the board of directors.
Article 27 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide the working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the company shall actively provide assistance to the independent directors in performing their duties, such as introducing the situation and providing materials, regularly report the operation of the company, and organize the independent directors to make a factual investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall handle the announcement at the stock exchange in time.
The materials provided by the company to the independent directors shall be kept by the company and the independent directors for at least five years.
Article 28 when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 29 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 30 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors
