Securities code: Beijing New Building Materials Public Limited Company(000786) securities abbreviation: Beijing New Building Materials Public Limited Company(000786) Announcement No.: 2022030 Beijing New Building Materials Public Limited Company(000786)
On the use of idle self owned funds by the company and its subsidiaries at all levels
Announcement of entrusted financial management
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Investment type: the investment type is principal guaranteed floating income or Principal Guaranteed Fixed Income bank financial products with high security and good liquidity, low risk and short-term (the term of a single financial product does not exceed 12 months).
2. Investment amount: no more than 5 billion yuan at any time
3. Risk warning: Principal Guaranteed floating income or Principal Guaranteed Fixed Income bank financial products belong to low-risk investment varieties, but the financial market is greatly affected by macro-economy, so it is not excluded that the investment is affected by market fluctuations and other force majeure. Please pay attention to investment risks.
In order to make rational use of idle funds, improve the use efficiency of funds and increase income, the company and its subsidiaries at all levels intend to use idle self owned funds with a total of no more than 5 billion yuan at any time point for entrusted financial management, so as to maintain and increase the value of funds on the basis of ensuring the safety and liquidity of funds. Within the limit of 5 billion yuan, the company and its subsidiaries at all levels can be used together. In order to improve efficiency, the legal representative and management of the subject authorized to conduct entrusted financial management shall implement each entrusted financial management related matter within the above limit in accordance with the provisions of relevant laws, regulations and normative documents, including but not limited to selecting products, determining the actual investment amount, signing relevant documents, etc. The above-mentioned resolutions and authorizations shall be valid from the date when the proposal is considered and approved by the board of directors of the company to the date of the meeting of the board of directors of the company to review the annual report of 2022. The matter has been deliberated and adopted at the 14th meeting of the sixth board of directors of the company.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the entrusted financial management matters need not be submitted to the general meeting of shareholders for deliberation. This entrusted financial management does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Overview of entrusted financial management
1. Investment purpose
Without affecting the normal operation and controllable investment risk of the company and its subsidiaries at all levels, use some idle self owned funds for entrusted financial management, improve the use efficiency of the company and its subsidiaries at all levels, improve the return on assets and create greater income.
2. Investment amount
The company and its subsidiaries at all levels can use idle self owned funds totaling no more than RMB 5 billion at any time point for entrusted financial management. Within the above financial management quota, the company and its subsidiaries at all levels can be used together.
3. Investment mode and variety
The funds of the company and its subsidiaries at all levels for entrusted financial management are used to entrust commercial banks with risk controllable investment and financial management, and do not invest in stocks and their derivatives, securities investment funds and entrusted financial products for the purpose of securities investment. The varieties of investment are low-risk, short-term (the term of a single financial product does not exceed 12 months) breakeven floating income or breakeven fixed income bank financial products with high security and good liquidity.
4. Investment period
The validity period of the resolution and authorization is from the date when the proposal is considered and approved by the board of directors to the date when the board meeting of the company to review the 2022 annual report is held.
5. Source of funds
All the funds used by the company and its subsidiaries at all levels for entrusted financial management are their own funds, and the source of funds is legal and compliant.
6. Investment requirements
Under the condition that the company and its subsidiaries at all levels make reasonable arrangements for funds and ensure the safety of funds, the company and its subsidiaries at all levels shall purchase or redeem financial products in time according to the cash flow status of the company and its subsidiaries at all levels, and the entrusted financial management shall not affect the daily operating capital needs of the company and its subsidiaries at all levels.
2、 Approval procedure
On March 21, 2022, the 14th meeting of the sixth board of directors of the company deliberated and adopted the proposal on the company and its subsidiaries at all levels using idle self owned funds for entrusted financial management. Independent directors and the board of supervisors expressed their opinions on this. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the entrusted financial management matters need not be submitted to the general meeting of shareholders for deliberation.
3、 Investment risk and risk control measures
(I) investment risk analysis
1. Principal Guaranteed floating income or Principal Guaranteed Fixed Income bank financial products belong to low-risk investment varieties, but the financial market is greatly affected by macro-economy. It is not excluded that the investment is affected by market fluctuations and other force majeure.
2. Operation and moral hazard of relevant staff.
3. Risk of fund deposit and use.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment and choose stable investment varieties.
2. The specific implementation department will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the company's capital safety, it will take corresponding measures in time to control the investment risk.
3. The internal audit departments of the company and its subsidiaries at all levels are responsible for auditing and supervising the use and custody of funds for purchasing financial products, and evaluating the possible risks. 4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will disclose the purchase and profit and loss of financial products during the reporting period in the annual report in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact of entrusted financial management on the company
The company and its subsidiaries at all levels have fully estimated and calculated the risks and benefits of entrusted financial products and the future capital demand. Using idle self owned funds to invest in principal guaranteed floating income or Principal Guaranteed Fixed Income bank financial products will not affect the daily operation and main business development of the company and its subsidiaries at all levels, And the yield of bank financial products is generally higher than that of demand deposits and time deposits in the same period. The investment of financial products is conducive to improving the use efficiency of the company's own funds and its subsidiaries at all levels, obtaining certain investment returns, improving the overall performance level of the company and obtaining more investment returns for shareholders.
5、 Opinions of independent directors
1. The company and its subsidiaries at all levels have established relatively perfect internal control systems and systems. The investment scope of entrusted financial management with idle self owned funds is capital guaranteed floating income or Capital Guaranteed Fixed Income bank financial products with high security, good liquidity and short-term (the term of a single financial product does not exceed 12 months), which can effectively control investment risks and ensure capital safety.
2. The company and its subsidiaries at all levels use idle self owned funds for entrusted financial management, which is conducive to improving the use efficiency of the company and its subsidiaries at all levels and realizing the preservation and appreciation of funds.
It will not affect the daily operation and development of the main business of the company and its subsidiaries at all levels, and there is no behavior that damages the interests of minority shareholders.
3. Necessary approval procedures have been performed for this entrusted financial management, and the authorization of relevant personnel complies with the provisions of relevant laws, regulations and normative documents.
To sum up, all independent directors unanimously agree that the company and its subsidiaries at all levels use idle self owned funds totaling no more than RMB 5 billion at any time point for entrusted management.
6、 Opinions of the board of supervisors
On March 21, 2022, the company held the 14th meeting of the 6th board of supervisors, which deliberated and approved the proposal on the company and its subsidiaries at all levels using idle self owned funds for entrusted financial management. The board of supervisors held that on the basis of ensuring the safety and liquidity of funds, the company and its subsidiaries at all levels use idle self owned funds with a total of no more than 5 billion yuan at any time point for entrusted financial management, which has high investment security For low-risk and short-term breakeven floating income or breakeven fixed income bank financial products with good liquidity, the term of a single financial product shall not exceed 12 months. It is conducive to improving the efficiency of capital use and increasing income, will not affect the daily operation and the development of main business, is in line with the interests of the company and all shareholders, and the approval and decision-making procedures are legal and compliant. Agree that the company and its subsidiaries at all levels use idle self owned funds with a total of no more than RMB 5 billion at any time point during the period from the date when the proposal is considered and approved by the board of directors to the date of the meeting of the board of directors when the company reviews the 2022 annual report; And agree that the legal representative and management of the subject authorized to conduct entrusted financial management during the above-mentioned period shall implement each entrusted financial management related matter in accordance with the provisions of relevant laws, regulations and normative documents.
7、 Documents for future reference
1. Resolutions of the 14th meeting of the 6th board of directors;
2. Opinions of independent directors of the company;
3. Resolutions of the 14th meeting of the 6th board of supervisors.
It is hereby announced.
Beijing New Building Materials Public Limited Company(000786) board of directors
March 21, 2022
