Tsingtao Brewery Company Limited published the latest “Order of Meeting for the Board of Directors”, detailing board composition, authority scope and decision-making processes.
• Board Size and Independence The board remains capped at nine directors. At least one-third—and no fewer than three—must be independent, with at least one qualified accounting professional. One seat is reserved for an employee representative. Directors who also hold senior management or employee-representative roles are limited to half of the board.
• Key Decision-Making Powers 1. Capital expenditure: approval required for any new fixed-asset or technology project exceeding RMB50.00 million. 2. Equity or asset transactions: board approval triggers when a single overseas or related investment exceeds RMB10.00 million. 3. External donations: amounts above RMB1.00 million require board consent. 4. Guarantees and financial assistance: board authorised to approve items below shareholder-meeting thresholds and to delegate limited authority to management under internal guidelines. 5. M&A: the board may decide on mergers where consideration is ≤10% of net assets; larger deals move to shareholders.
• Committee Structure and Frequency Audit and Internal Control Committee – Minimum three non-executive directors, majority independent; chaired by an independent accounting professional. – Meets at least quarterly, prior to each periodic report.
Nomination and Remuneration Committee – Five directors, majority independent; chaired by an independent director. – Convenes at least once a year.
Strategy and Investment Committee – Five directors, including the board chair and at least one independent director; meeting frequency set by demand.
• Meeting Schedule and Quorum – Regular board meetings: minimum four per year, scheduled before quarterly, interim and annual results. – Extraordinary meetings can be requested by >10% shareholders, ≥⅓ directors, the Audit Committee, the president or independent directors. – A meeting is valid with over 50% director attendance; resolutions need a simple majority unless higher thresholds apply under statutes or listing rules.
• Voting and Recusal Directors with material interests in a transaction must abstain. Resolutions on related-party matters require participation of at least three disinterested directors and a majority vote of those disinterested members.
• Information Disclosure Board resolutions must be filed with the Shanghai and Hong Kong stock exchanges within two trading days. Matters requiring shareholder approval or mandatory disclosure are to be announced promptly in both markets. Independent directors’ dissenting opinions must be published in full.
• Implementation and Oversight The president executes approved resolutions and reports progress to the board. The chairperson—or the board secretary under delegation—monitors implementation and updates the board on execution status.
• Revision History The document registers its ninth revision, effective after the special resolution passed at the planned 2025 AGM on 26 June 2026, reflecting continuous alignment with laws, regulations and listing-place governance standards.
Comments