Securities code: Beijing New Building Materials Public Limited Company(000786) securities abbreviation: Beijing New Building Materials Public Limited Company(000786) Announcement No.: 2022023 Beijing New Building Materials Public Limited Company(000786)
Announcement on the resolutions of the 14th meeting of the 6th board of directors
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.
Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as the company) the 14th meeting of the 6th board of directors was held on the morning of March 21, 2022 in the conference room on the 17th floor, block a, Beixin center, No. 9, Qibei Road, future science city, Beijing. This meeting was held in the form of on-site combined communication. The notice of the meeting was sent by e-mail on March 11, 2022. 9 directors should attend the meeting and 9 actually attended. The meeting was presided over by Mr. Wang Bing, chairman of the board of directors, and the company's supervisors and senior executives attended the meeting as nonvoting delegates, which was in line with the provisions of relevant laws, regulations and normative documents. After deliberation, the meeting voted and adopted the following resolutions:
1、 The annual report for 2021 and its summary were considered and adopted
For details of the proposal, the company published it on the website of Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Annual report of Beijing New Building Materials Public Limited Company(000786) 2021 and summary of annual report of Beijing New Building Materials Public Limited Company(000786) 2021. The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
2、 The work report of the board of directors in 2021 was reviewed and adopted
For details of the proposal, the company published it on the website of Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）"Section III Management Discussion and analysis" and "section IV corporate governance" in Beijing New Building Materials Public Limited Company(000786) 2021 annual report. The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
3、 The general manager's work report for 2021 was reviewed and adopted
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
4、 Reviewed and adopted the financial final accounts report of 2021
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
5、 The 2021 profit distribution plan was reviewed and approved
Audited by Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as Tianzhi International), the parent company realized a net profit of 223585038562 yuan in 2021, plus 137076456885 yuan of undistributed profit at the beginning of the year, minus 92922931310 yuan of cash dividend distributed in 2020, minus 22358503856 yuan of legal surplus reserve, and the undistributed profit at the end of 2021 was 24538060281 yuan.
The profit distribution plan for this year is: Based on the total number of 1689507842 shares on December 31, 2021, a cash dividend of 6.55 yuan (including tax) is distributed for every 10 shares, with a total profit of 110662763651 yuan.
In 2021, the company did not issue shares or convert capital reserve into share capital. If the company's share capital changes after the announcement of the company's profit distribution plan and before its implementation, the distribution proportion will be adjusted according to the principle that the total amount of cash distribution remains unchanged.
The board of Directors believes that the profit distribution plan complies with the company law, the securities law, the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws and regulations The relevant provisions of the normative documents and the articles of association fully consider the actual situation of the company in 2021 and give consideration to the reasonable investment return of investors. The distribution plan matches the company's operating performance and future development.
The general meeting of shareholders is requested to authorize the board of directors to handle relevant matters related to the implementation of the profit distribution plan in 2021. The authorization shall be valid from the date of approval by the general meeting of shareholders to the date of completion of all matters related to this profit distribution.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
6、 Reviewed and approved the summary report on the audit work of Tianzhi International Certified Public Accountants (special general partnership) in 2021
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
7、 The proposal on determining audit fees in 2021 and appointing audit institutions in 2022 was reviewed and approved
The company employs Tianzhi international as the company's 2021 audit institution, which is mainly responsible for the company's 2021 financial audit, internal control audit, etc. According to the actual workload of Tianzhi international, it is determined that the company will pay a total of 2.62 million yuan of audit fees in 2021 (including 2.4 million yuan of annual report audit fees and 220000 yuan of internal control audit fees). The travel, accommodation and other expenses incurred for the audit shall be borne by the company according to the facts.
According to the request of the general meeting of shareholders and the special general meeting of shareholders, the term of office of the central audit firm for the year 2022 shall be determined by the end of 2022 according to the workload of the general audit institution and the general meeting of shareholders.
For details of the appointment of accountants, the company published on the website of Securities Daily, securities times, Shanghai Securities News, China Securities News and Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Announcement on proposed change of accounting firm.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
8、 The proposal on the company's expected daily connected transactions in 2022 was reviewed and approved. For details, the company published the proposal on the websites of Securities Daily, securities times, Shanghai Securities News, China Securities News and Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Announcement on estimated daily connected transactions in 2022.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, related directors Wang Bing, Yin Zibo, Chen Xuean and song Bolu avoided voting on this proposal.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 5 votes in favor, 0 against and 0 abstention.
9、 The proposal on the company's financing from banks and other financial institutions was deliberated and adopted
In order to meet the needs of the company's operation and development and improve decision-making efficiency, on the basis of comprehensively considering the total credit amount in 2021 and the capital demand in 2022, it is agreed that the headquarters of the company applies for a comprehensive credit line of no more than RMB 18.5 billion from banks and other financial institutions, and the company's affiliated companies apply for a comprehensive credit line of no more than RMB 20.6 billion from banks and other financial institutions. The general meeting of shareholders is requested to authorize the board of directors, and the board of directors further authorizes the chairman and management of each financing subject to decide and handle specific matters related to each credit within the above-mentioned limit, including but not limited to signing relevant documents. The aforesaid resolutions and authorizations shall be valid from the date of deliberation and approval of this proposal by the general meeting of shareholders of the company to the date of holding the 2022 annual general meeting of shareholders of the company.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
10、 The proposal on external guarantee of the company and its holding subsidiaries was deliberated and adopted. For details of the proposal, the company published it on the website of Securities Daily, securities times, Shanghai Securities News, China Securities News and Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Announcement on external guarantee in 2022.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
11、 The proposal on the issuance of debt financing instruments for non-financial enterprises by the company and its wholly-owned subsidiary Taishan gypsum Co., Ltd. was deliberated and adopted
It is agreed that the company and its wholly-owned subsidiary Taishan gypsum Co., Ltd. (hereinafter referred to as Taishan gypsum) will issue debt financing instruments in one or several times according to the capital demand and market conditions within the amount of debt financing instruments that can be issued specified in relevant laws, regulations and normative documents, and the cumulative amount of registered debt financing instruments shall not exceed 8 billion yuan. The types of debt financing instruments include but are not limited to local currency debt financing instruments such as ultra short-term financing bonds, short-term financing bonds and medium-term notes. The issuance methods include public issuance and non-public directional issuance. Agree to request the general meeting of shareholders to authorize the board of directors, and further authorize the legal representative and management of the issuer to determine the specific types of debt financing instruments and handle specific issuance procedures after the board of directors is authorized. The above-mentioned resolutions and authorizations shall be valid from the date of deliberation and approval of the proposal at the general meeting of shareholders of the company to the date of holding the 2022 annual general meeting of shareholders of the company.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
12、 The proposal on the 2021 annual salary evaluation of senior executives of the company was reviewed and approved
Agree to the salary evaluation plan for senior executives in 2021.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
13、 The 2021 internal control evaluation report was reviewed and adopted
For details of the proposal, the company published it on the website of Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Internal control evaluation report in 2021. The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
14、 The 2021 environmental, social and Governance (ESG) and social responsibility report was reviewed and adopted
For details of the proposal, the company published it on the website of Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Environmental, social and Governance (ESG) and social responsibility report in 2021.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
15、 The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted
For details of the proposal, the company published it on the website of Securities Daily, securities times, Shanghai Securities News, China Securities News and Shenzhen Stock Exchange on March 23, 2022 (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Special report on the deposit and actual use of raised funds in 2021.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
16、 The proposal on the company and its subsidiaries at all levels using idle self owned funds for entrusted financial management was deliberated and adopted
It is agreed 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 financial management to invest in low-risk, short-term breakeven floating income or breakeven fixed income bank financial products with high safety and good liquidity. The term of a single financial product shall not exceed 12 months. Within the above financial management quota, the company and its subsidiaries at all levels can be used together. It is agreed that the legal representative and management of the entity authorized to conduct entrusted financial management shall specifically 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 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.
For details of the proposal, the company published it on the website of Securities Daily, securities times, Shanghai Securities News, China Securities News and Shenzhen Stock Exchange on March 23, 2022
