Yanjing Brewery(SZ:000729) Zheng Quan Zhi Xing·2025-06-24 19:30General Principles - The rules are established to regulate the organization and behavior of Beijing Yanjing Beer Co., Ltd. and ensure shareholders exercise their rights according to relevant laws and regulations [1][6] - The shareholders' meeting is the highest authority of the company, exercising various powers including approving significant transactions and financial decisions [1][2] Shareholders' Meeting Structure - The shareholders' meeting is divided into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [4][5] - Temporary meetings must be convened within two months of certain events occurring [4][5] Meeting Notifications and Proposals - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require a 15-day notice [8] - Shareholders holding more than 1% of shares can propose temporary agenda items 10 days before the meeting [8][7] Voting and Decision-Making - Each share carries one vote, and decisions require a majority or two-thirds majority depending on the type of resolution [21][22] - Special resolutions are required for significant matters such as mergers or changes in company structure [42] Legal Compliance and Documentation - The company must ensure compliance with laws and regulations regarding the conduct of meetings and the validity of resolutions [28][66] - Meeting records must be maintained for at least ten years, including details of attendance and voting results [63][64] Shareholder Rights and Protections - Shareholders have the right to attend meetings and vote, and the company cannot refuse attendance without valid reasons [9][11] - The company must protect the rights of minority shareholders and ensure their interests are not compromised by major shareholders [66] Legal Opinions and Oversight - The board must hire legal counsel to provide opinions on the legality of meeting procedures and resolutions [5][6] - Independent directors and audit committees have the authority to call for temporary meetings under certain conditions [25][26] Financial Reporting and Accountability - The board is required to report on its activities and financial status at the annual meeting, including any significant audit findings [11][12] - Any changes in financial practices or significant transactions must be disclosed to shareholders [34][35] Conclusion - The rules serve as a binding document for the company's operations and shareholder interactions, ensuring transparency and accountability [6][28]