Beijing Yanjing Brewery Co.Ltd(000729)
constitution
(approved by the 2021 annual general meeting of shareholders in May 2022)
May, 2002 Beijing
catalogue
Chapter 1: General Provisions Chapter 2: purpose and business scope of the company Chapter 3: registered capital and shares Chapter 4: shareholders and general meeting of shareholders Chapter 5: Party committee Chapter 6: Board of directors Chapter 7: Board of supervisors Chapter 8: General Manager Chapter 9: directors, supervisors and senior managers Chapter 10: corporate bonds Chapter 11: financial accounting system, profit distribution and audit Chapter 12: merger, division Capital increase and reduction Chapter 13: dissolution, liquidation and bankruptcy Chapter 14: information disclosure and Investor Relations Management Chapter 15: Labor and wage management Chapter 16: trade union organization Chapter 17: Amendment to the articles of association Chapter 18: Announcement and notice Chapter 19: Supplementary Provisions
Beijing Yanjing Brewery Co.Ltd(000729) articles of Association
Chapter I General Provisions
1.1 in order to meet the requirements of the development of socialist market economy, establish a modern enterprise system with Chinese characteristics, standardize the organization and behavior of Beijing Yanjing Brewery Co.Ltd(000729) (hereinafter referred to as the company), and protect the legitimate rights and interests of the company, shareholders and creditors, according to 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 articles of association of the company are formulated in accordance with the guidelines for the articles of association of listed companies, the articles of association of the Communist Party of China and other relevant provisions of the laws, regulations and administrative rules of the people’s Republic of China issued by the CSRC.
The articles of association is a legal document regulating the organization and behavior of the company, which is binding on the investors, the company, members of the Party committee (Discipline Inspection Commission), directors, supervisors and senior managers.
1.2 according to the provisions of the constitution of the Communist Party of China, the company establishes the organization of the Communist Party of China. The party organization plays the role of leadership core and political core, taking direction, managing the overall situation and ensuring implementation. The company establishes the working organization of the party and carries out party activities.
The company shall provide necessary conditions for the normal activities of the party organization. The establishment and staffing of the party organization shall be included in the enterprise management organization and staffing, and the work funds of the party organization shall be included in the company’s budget and disbursed from the management fee.
1.3 the company is a joint-stock enterprise with the public sector of the economy as the main body. With the approval of the Beijing Municipal People’s government and registered with the Beijing municipal market supervision administration according to law, the company obtains the business license of legal person. The unified social credit code of the business license [9111 Zte Corporation(000063) 646901b] complies with the relevant laws, regulations and relevant policies of the people’s Republic of China, and is subject to the jurisdiction and protection of the laws, regulations and other relevant provisions of the people’s Republic of China.
In May 1997, with the approval of China Securities Regulatory Commission, the company issued 80 million RMB common shares to the public for the first time, and issued 21 million shares, 9.765 million shares and 9.765 million shares to the sponsor shareholders Beijing Beijing Yanjing Brewery Co.Ltd(000729) Co., Ltd., Beijing Xidan shopping mall Co., Ltd. and Beijing Niulanshan distillery respectively. The company’s shares were listed on the Shenzhen Stock Exchange on July 16, 1997.
1.4 the Chinese name of the company is: Beijing Yanjing Brewery Co.Ltd(000729) . English Name: Beijing Yanjing breweryco, Ltd. legal address: No. 9, Shuanghe Road, Shunyi District, Beijing. Postal Code: 101300.
1.5 the company is a joint stock limited company established by reorganizing part of the assets of the former state-owned enterprise Beijing Beijing Yanjing Brewery Co.Ltd(000729) Group Co., Ltd. and, with the approval of the Beijing Municipal People’s government, converting the shares originally held by Beijing Beijing Yanjing Brewery Co.Ltd(000729) Group Co., Ltd. into shares held by Beijing Beijing Yanjing Brewery Co.Ltd(000729) Co., Ltd., jointly with other legal persons as co sponsors and offering shares to the public. All its capital is equal shares, and the shareholders of the company shall bear limited liability to the company to the extent of the amount to be paid for their shares (including the consideration of converting non cash assets into shares). Except for the conditions agreed by the subscribers of their shares at the time of subscription, the shareholders shall not be liable for any subsequent additional share capital. Assume full responsibility for its assets.
1.6 the company is an independent enterprise legal person. The company, with all its legal person property, operates independently according to law and is responsible for its own profits and losses. The legitimate rights and interests of the company shall be protected by law and shall not be infringed upon.
1.7 the company adheres to the principles of equal equity of the same kind, equal benefits of the same kind of shares, benefit sharing and risk sharing.
1.8 the business term of the company is 50 years, calculated from the date of registration with the market supervision and Administration Bureau.
1.9 the company shall not become an unlimited liability shareholder of other profit-making organizations.
1.10 the chairman is the legal representative of the company.
1.11 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors, chief accountant and chief engineer of the company. 1.12 from the effective date, the articles of association has become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
The prosecution referred to in this article includes litigation in a court or arbitration in an arbitration institution. The senior managers referred to in this article refer to the managers to be appointed and dismissed by the board of directors of the company.
Chapter II purpose and business scope of the company
2.1 the purpose of the company is to adopt advanced and scientific production technology and operation and management methods, improve operation and management level, strive to expand production scale, improve product quality, enterprise competitiveness and market share, create economic and social benefits satisfactory to all shareholders, and make contributions to the development of China’s national beer industry.
Drinking water, reclaimed water, beer raw materials, feed, yeast and plastic boxes; Sales of hardware and electricity, building materials, daily necessities; Food and Beverages; Technology development, technical consultation, technical training and technology transfer; Manufacturing Cartons, carton printing and plastic products; Packaging and decoration printing; General cargo transportation; Import and export of goods, technology and agent import and export; Wholesale food additive CO2.
2.3 the company may adjust its business scope and mode according to its own development ability and business needs, and set up branches and offices outside China.
Chapter III registered capital and shares
3.1 the company is established by public offering. In addition to the shares subscribed by the promoters, the remaining shares of the company shall be publicly issued to social legal persons and the public.
3.2 the shares of the company are in the form of shares, which are registered shares. The par value of the issued shares shall be indicated in RMB. The capital of the company is divided into shares, each with an equal amount. All shares issued by the company are ordinary shares.
3.3 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind shall have the same rights. For shares issued at the same time, the issuance conditions and price of each share are the same; The price paid for each share subscribed by any unit or individual shall be the same.
3.4 the issue price of shares may be based on the par value or exceed the par value, but shall not be lower than the par value. The premium from issuing shares in excess of par value shall be included in the company’s capital reserve.
3.5 the shares shall contain the following items:
1. Company name;
2. The date of incorporation of the company;
3. The type, par value and number of shares represented by the shares;
4. Stock number.
The shares shall be signed by the chairman and sealed by the company.
trusteeship.
3.7 the registered capital of the company is RMB 2818539341.
The total number of shares of the company is 2818539341; The capital structure of the company is: 2818539341 ordinary shares.
3.8 the name of the shares issued by the company is: Beijing Yanjing Brewery Co.Ltd(000729) shares. Shares are certificates issued by the company to prove that shareholders enjoy rights and assume obligations according to their shares.
3.9 when the company increases or decreases its registered capital, the general meeting of shareholders shall make a resolution and authorize the board of directors to formulate a plan, and handle the change registration with the company registration authority according to law and make an announcement.
3.10 shareholders may transfer, mortgage, inherit and gift their shares in accordance with relevant national regulations and the articles of association.
3.11 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
3.12 the company does not accept the company’s shares as the subject matter of the pledge.
3.13 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company can increase its capital in the following ways through resolutions made by the general meeting of shareholders:
1. Issue shares to the public;
2. Allotment of shares by existing shareholders;
3. Distribute bonus shares to existing shareholders;
4. Increase the share capital with the accumulation fund;
5. Non public offering of shares;
6. Other methods prescribed by laws, administrative regulations and approved by the competent securities authority under the State Council.
3.14 the company may issue new shares when it meets the following conditions:
1. Have a sound and well functioning organization;
3. There are no false records in the financial and accounting documents in the last three years and no other major illegal acts;
The non-public issuance of new shares by a company shall meet the conditions prescribed by the competent securities authority under the State Council and be reported to the competent securities authority under the State Council for approval. 3.15 when the company issues new shares, the general meeting of shareholders shall make resolutions on the following matters:
1. Type and amount of new shares;
2. IPO price;
3. The starting and ending date of the issuance of new shares;
4. Type and amount of new shares issued to original shareholders.
3.16 when the company is approved to issue new shares to the public, it must publish the prospectus of new shares, financial and accounting statements and subsidiary details, and prepare a share subscription form.
3.17 when the company issues new shares to the public, it shall be underwritten by a legally established securities operating institution and an underwriting agreement shall be signed.
3.18 when issuing new shares, the company can determine its pricing scheme according to the company’s continuous profitability and property appreciation.
3.19 after the company issues new shares and raises the full amount of shares, it shall go through the change registration with the company registration authority and make an announcement.
3.20 according to the articles of association, the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
3.21 under the following circumstances, the company may repurchase its shares after passing the procedures specified in the articles of association and reporting to the relevant competent authorities of the state for approval:
1. Cancellation of shares for the purpose of reducing the registered capital of the company;
2. Merger with other companies holding shares of the company;
3. Use shares for employee stock ownership plan or equity incentive;
4. A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders;
5. Use the shares to convert the corporate bonds issued by the company into shares;
6. Necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
The circumstances referred to in Item 6 of this paragraph shall meet one of the following conditions:
1. The closing price of the company’s shares is lower than its net assets per share in the latest period;
2. Within 20 consecutive trading days, the closing price of the company’s shares has decreased by 30%.
3.22 the company may repurchase shares in one of the following ways:
1. Issue a repurchase offer to all shareholders in the same proportion;
2. Centralized bidding trading mode of stock exchange;
3. Other circumstances stipulated by laws, administrative regulations and approved by the competent securities authority under the State Council.
3.23 the company’s acquisition of the company’s shares due to items 1 and 2 of article 3.21 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases the shares of the company due to the circumstances specified in Items 3, 5 and 6 of article 3.21 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 3.21, if it belongs to Item 1, it shall be cancelled within 10 days from the date of acquisition; Within 2 or 4 months after the transfer; In the case of items 3, 5 and 6, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. If the company purchases its shares due to the circumstances specified in Items 3, 5 and 6 of article 3.21 of the articles of association, it shall be carried out through public centralized trading.
The company shall not accept the shares of the company as the subject matter of the pledge.
After the company repurchases its shares, it shall apply to the market supervision and Administration Bureau for registration of change of registered capital.
3.24 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
3.25 directors, supervisors, managers and other senior managers shall regularly report their shares of the company and their changes to the company during their term of office; During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation, including the new shares due to the distribution of share dividends, conversion of provident fund into share capital, purchase, inheritance, etc.
3.26 if the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s voting shares sell the company’s shares or other equity securities held by them within six months from the date of purchase, or buy them again within six months from the date of sale, the proceeds obtained therefrom shall belong to the company and the board of directors of the company
