Securities code: Beijing New Building Materials Public Limited Company(000786) securities abbreviation: Beijing New Building Materials Public Limited Company(000786) Announcement No.: 2022038 Beijing New Building Materials Public Limited Company(000786)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as the company) conscientiously performed its duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions. The members of the board of supervisors attended the board of directors and the general meeting of shareholders during the reporting period, participated in the discussion of major decision-making matters of the company, reviewed the company’s periodic reports, and discussed the convening and decision-making procedures of the general meeting of shareholders and the board of directors of the company, The board of directors supervised the implementation of the resolutions of the general meeting of shareholders, the performance of the company’s senior managers and the implementation of the company’s management system, and safeguarded the legitimate rights and interests of the company and shareholders.
1、 Work of the board of supervisors
During the reporting period, the board of supervisors of the company held eight meetings as follows:
(I) the 12th meeting of the 6th board of supervisors
The meeting was held on March 18, 2021, and the following proposals were considered and adopted: 1 2020 annual report and its summary; 2. Financial statement report of 2020; 3. 2020 profit distribution plan; 4. Proposal on determining audit fees in 2020 and appointing audit institutions in 2021; 5. Proposal on the company’s expected daily connected transactions in 2021; 6. 2020 internal control evaluation report; 7. Special report on the deposit and actual use of raised funds in 2020; 8. Proposal on the company and its subsidiaries at all levels using idle self owned funds for entrusted financial management; 9. Continuous risk assessment report on the company’s deposit and loan business in China Building Materials Group Finance Co., Ltd; 10. Proposal on write off of company assets; 11. Work report of the board of supervisors in 2020. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on March 20, 2021.
(II) the 23rd interim meeting of the 6th board of supervisors
The meeting was held on April 28, 2021 and passed the proposal of the company’s first quarter report in 2021. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on April 29, 2021.
(III) the 24th interim meeting of the 6th board of supervisors
The meeting was held on July 8, 2021, and the following proposals were considered and adopted: 1 Proposal on establishing holding subsidiaries and purchasing assets of the company; 2. Proposal on Amending the rules of procedure of the board of supervisors of the company; 3. Proposal on write off of company assets. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on July 9, 2021.
(IV) the 13th meeting of the 6th board of supervisors
The meeting was held on August 18, 2021, and the following proposals were considered and adopted: 1 Semi annual report of 2021 and its summary; 2. Special report on the deposit and actual use of raised funds in the half year of 2021; 3. Continuous risk assessment report on the company’s deposit and loan business in China Building Materials Group Finance Co., Ltd. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on August 20, 2021.
(V) the 25th interim meeting of the 6th board of supervisors
The meeting was held on September 23, 2021, and the proposal on the company’s wholly-owned subsidiary Beixin coating Co., Ltd. to acquire 49% equity and related party transactions of Tianjin lighthouse Coating Industry Development Co., Ltd. through public delisting was deliberated and adopted. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on September 24, 2021.
(VI) the 26th interim meeting of the 6th board of supervisors
The meeting was held on October 26, 2021, and the following proposals were considered and adopted: 1 Third quarter report of the company in 2021; 2. Proposal on write off of company assets. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on October 27, 2021.
(VII) the 27th interim meeting of the 6th board of supervisors
The meeting was held on November 26, 2021, and the following proposals were considered and adopted: 1 Proposal on using part of the temporarily idle raised funds for cash management; 2. Proposal on write off of company assets. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on November 27, 2021.
(VIII) the 28th interim meeting of the 6th board of supervisors
The meeting was held on December 20, 2021, and the following proposals were considered and adopted: 1 Proposal on the establishment of overseas holding subsidiaries and the construction of gypsum board production lines and other supporting projects and related party transactions by the company in Thailand; 2. Proposal on the company’s borrowing from the actual controller and related party transactions; 3. Proposal on signing financial service agreement between the company and China Building Materials Group Finance Co., Ltd; 4. Risk assessment report on the company’s deposit and loan business in China Building Materials Group Finance Co., Ltd; 5. Risk disposal plan for the company’s deposit and loan business in China Building Materials Group Finance Co., Ltd. The announcement of the resolution was published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on December 21, 2021.
2、 Independent opinions of the board of supervisors on relevant matters of the company during the reporting period
(I) legal operation
During the reporting period, the company further improved the corporate governance structure, established and improved the internal control system, operated in accordance with the law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the articles of association, and the decision-making procedures were legal and compliant. It was not found that the directors and senior managers of the company violated laws and regulations when performing their duties The articles of association of the company or acts detrimental to the interests of the company.
(II) check the company’s financial situation
During the reporting period, the board of supervisors of the company effectively supervised, inspected and reviewed the financial status and financial results of the company in 2021, reviewed the regular reports of the company prepared by the board of directors, inspected and reviewed the financial system and financial status of the company, and considered that the financial system of the company was perfect, the system was sound, the financial status was good, the financial operation was stable, the asset quality was excellent, and the income The recognition and measurement of expenses and profits are true and accurate. The 2021 annual financial report of the company has been audited by Tianzhi international and issued a standard unqualified audit report for the company, which truly reflects the company’s financial situation and operating results, and there are no false records, misleading statements or major omissions.
(III) acquisition and sale of assets of the company
During the reporting period, the transaction price of the company’s acquisition and sale of assets was reasonable, no insider trading was found, and there was no behavior damaging shareholders’ rights and interests or causing the loss of the company’s assets.
(IV) related party transactions
According to the requirements of the articles of association, the rules of procedure of the board of supervisors and the measures for the administration of connected transactions, the board of supervisors supervised and verified the connected transactions of the company in 2021, and considered that the connected transactions of the company had performed the corresponding decision-making and approval procedures. When the board of directors considered the connected transactions, the connected directors avoided voting, and the voting procedures were legal and effective. The related party transactions in 2021 followed the principles of objectivity, impartiality and fairness. The transaction price was determined according to the market price, and the pricing was fair. There was no violation of the principles of openness, fairness and impartiality. The related party transactions that have occurred were carried out in strict accordance with the requirements of relevant laws and regulations, in line with the related transaction rules, and there was no behavior damaging the interests of the company and non related shareholders.
(V) use of raised funds
The board of supervisors reviewed the special report on the deposit and actual use of the company’s raised funds and considered that the deposit and use of the company’s raised funds met relevant regulations. The board of supervisors expressed opinions on the entrusted financial management of the company and its subsidiaries at all levels using idle self owned funds, and held that the relevant approval and decision-making procedures are legal and compliant, and the investment of low-risk, short-term breakeven floating income or breakeven fixed income bank financial products with high safety and good liquidity will not affect the daily operation and the development of main business, which is in line with the interests of the company and all shareholders.
(VI) review opinions of the board of supervisors on the internal control evaluation report
The board of supervisors of the company has reviewed the 2021 annual internal control evaluation report and intends to express the following opinions on the report:
1. In accordance with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company has established and improved the internal control system in accordance with the basic principles of internal control and in combination with its own actual situation, which ensures the normal and orderly operation of the company’s business activities and the safety of the company’s property.
2. In 2021, the company did not violate the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the company’s internal control system.
3. The company’s 2021 internal control evaluation report conducted a detailed self-examination and evaluation on the company’s business and matters such as risk assessment, information and communication and internal supervision, which truly and objectively reflected the company’s internal control.
Beijing New Building Materials Public Limited Company(000786)
Board of supervisors
March 21, 2022
