Beijing New Building Materials Public Limited Company(000786)
2021 annual report of independent directors
As an independent director of Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as the company), in 2021, we strictly complied with the provisions and requirements of the company law, the securities law, the governance standards of listed companies, the rules for independent directors of listed companies, the articles of association, the independent director system, the annual report working system of independent directors, the working rules of special committees of the board of directors and other laws and regulations, normative documents and relevant systems of the company in an objective and Exercise the rights of independent directors in the principle of independence and impartiality, actively attend relevant meetings held by the company, carefully consider various proposals, adhere to promoting the standardized operation of the company, safeguard the overall interests of the company, protect the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders, express independent opinions on relevant matters of the company, fulfill their duties and responsibilities, and give full play to the role of independent directors, Effectively safeguard the interests of the company and all shareholders, especially minority shareholders. The report on the performance of duties in 2021 is as follows:
1、 Attendance and voting
In 2021, the company held 11 board meetings by means of on-site communication, and we all attended relevant meetings. These meetings comply with the relevant provisions of the articles of association, the relevant procedures have been performed for major business decisions and other major matters, and the resolutions of the meeting are legal and effective. For each proposal considered by the board of directors, we carefully considered and thought carefully based on the principles of loyalty, integrity and diligence. We voted for all proposals without voting against or abstaining from voting. In 2021, the company held two general meetings of shareholders, and we attended relevant meetings. Attendance at the meetings of the board of directors and the general meeting of shareholders throughout the year is as follows:
The number of times (Times) (Times) (Times) (Times) of attending the board of directors of the name of shares in person and entrusted to attend the board of directors of the name of shares in absentia in this year
Chen Shaoming 11 0
Gu Xiujuan 11 0 02
Zhu Yan 11 0 2
2、 Independent opinions
In 2021, we conscientiously performed our duties in accordance with the company’s independent director system. We not only voted on the resolutions of the board of directors in 2021, but also expressed independent opinions on the relevant businesses of the company, as follows:
1. On March 18, 2021, the company held the 12th meeting of the 6th board of directors. We made an analysis of the company’s expected daily related party transactions in 2021, the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the external guarantee of the company, the evaluation report on internal control in 2020, the renewal of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 Independent opinions were issued on the 2020 profit distribution plan, the deposit and actual use of the raised funds in 2020, the special instructions on the deposits, loans and other financial businesses involving the related party transactions of the financial company, and the entrusted financial management of the company and its subsidiaries at all levels using idle self owned funds.
2. On July 8, 2021, the company held the 31st interim meeting of the sixth board of directors. We expressed independent opinions on the establishment of holding subsidiaries and the purchase of assets, and on matters related to the replacement of directors.
3. On August 18, 2021, the company held the 13th meeting of the sixth board of directors. We made a comprehensive evaluation on the company’s appointment of general legal counsel, the continuous risk assessment report on the company’s deposit and loan business in China Building Materials Group Finance Co., Ltd., the deposit and actual use of the raised funds in the half year of 2021 He expressed independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee.
4. On September 23, 2021, the company held the 33rd interim meeting of the sixth board of directors. We expressed independent opinions on the related party transaction of Beixin coating Co., Ltd., a wholly-owned subsidiary of the company, which plans to acquire 49% equity of Tianjin lighthouse Coating Industry Development Co., Ltd. through public delisting.
5. On November 26, 2021, the company held the 35th interim meeting of the sixth board of directors. We expressed independent opinions on the company’s cash management with some temporarily idle raised funds.
6. On December 10, 2021, the company received the resignation report of Mr. Chen Yu, the director and general manager of the company. We expressed independent opinions on matters related to the resignation of the general manager of the company.
7. On December 20, 2021, the company held the 36th interim meeting of the sixth board of directors. We expressed independent opinions on the establishment of overseas holding subsidiaries and the construction of gypsum board production line and other supporting projects in Thailand, the company’s borrowing from the actual controller, the replacement of independent directors, the signing of financial service agreement between the company and China Building Materials Group Finance Co., Ltd. and related matters.
The company’s decision-making procedures comply with the relevant provisions of the company law, the articles of association and the Listing Rules of Shenzhen Stock Exchange, and safeguard the interests of shareholders and investors.
3、 On site investigation during the reporting period
In 2021, we had a detailed understanding of the company’s production and operation and financial situation, checked the implementation of the resolutions of the board of directors and the general meeting of shareholders, communicated with the company’s annual audit Certified Public Accountants on the annual report audit work plan, work focus and risk prevention and control, put forward suggestions, actively understood the audit progress and relevant conditions in the audit process, and urged them to submit high-quality audit reports on time, It has safeguarded the interests of the company and the majority of public shareholders. Keep close contact with other directors and senior executives of the company through telephone and e-mail, and always pay attention to the reports related to the company in the industry and the impact of market changes on the company’s operating conditions. We maintain objective independence and provide reasonable opinions for the development and standardized operation of the company.
4、 Work of special committees of the board of directors
We have served as members of the strategy, audit, nomination, remuneration and assessment committees, accounting for the majority of the audit committee, nomination committee and remuneration and assessment committee, and served as the chairman. In 2021, members of the special committees of the board of directors performed their respective duties in strict accordance with the requirements of the company’s working systems, such as the working rules of the strategy committee of the board of directors, the working rules of the nomination committee of the board of directors, the working rules of the remuneration and assessment committee of the board of directors, the working rules of the audit committee of the board of directors, and the working procedures of the annual report of the audit committee of the board of directors, In the process of preparing the annual report, we gave full play to the professional knowledge and the independence of audit, and effectively supervised the preparation process of the annual report.
In 2021, the special committee of the board of directors held 23 meetings, including 9 meetings of the strategy committee, 8 meetings of the audit committee, 4 meetings of the nomination committee and 2 meetings of the remuneration and assessment committee. We all attended the meeting and were not absent without reason.
5、 Work done in protecting the legitimate rights and interests of public shareholders
1. Supervision of the company’s information disclosure
In the process of information disclosure, we work diligently and conscientiously. We carefully review the meeting materials before each meeting of the board of directors, and express independent opinions on major matters according to the rules. We continue to pay attention to the company’s information disclosure, effectively supervise and verify the timely disclosure of specified information, earnestly fulfill our responsibilities and obligations, and promote the timely, true, accurate and complete disclosure of the company’s information.
2. Performance of duties in the preparation of 2021 Annual Report
During the preparation of the company’s annual report in 2021, we listened carefully to the report of the company’s management on the annual production and operation and the progress of major events, understood and mastered the audit work arrangement and audit progress in 2021, made a field visit to the company, and effectively communicated with the annual audit accountant on the problems found in the audit process, so as to ensure that the audit report comprehensively and truly reflects the company’s situation.
3. Supervision of corporate governance activities
In 2021, we carefully checked major matters related to the company’s production and operation, foreign investment, internal control system construction, related party transactions, external guarantees and other major matters, issued independent opinions and special instructions when necessary, actively and effectively performed our duties and continuously supervised the company’s governance related activities.
6、 Learning situation
In 2021, we carefully studied the latest relevant laws, regulations and other relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, timely grasped the regulatory trends, strengthened our understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, and improved our ability to safeguard the interests of the company and the legitimate rights and interests of shareholders.
7、 Other working conditions
In 2021, as an independent director, we did not exercise the special powers of proposing to convene the board of directors and independently employ external audit institutions and consulting institutions.
In 2022, we will continue to be responsible to the company and all shareholders, seriously study laws, regulations and relevant regulations, continue to strengthen communication and cooperation with the directors, supervisors and management of the company, continue to adhere to the principles of loyalty, diligence, independence and impartiality, make use of professional knowledge and experience to provide more constructive opinions and suggestions for the development of the company, and give full play to the professional and independent advantages of independent directors, Promote the continuous improvement of corporate governance and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
It is hereby reported.
(this page is the signature page of the 2021 annual report of Beijing New Building Materials Public Limited Company(000786) independent directors) signature of independent directors:
(Chen Shaoming) (Zhu Yan) (Wang Jingda) March 21, 2022
