Securities code: Beijing New Building Materials Public Limited Company(000786) securities abbreviation: Beijing New Building Materials Public Limited Company(000786) Announcement No.: 2022037 Beijing New Building Materials Public Limited Company(000786) about
Announcement on the adjustment of gypsum board production line and supporting projects invested and constructed by Beijing New Building Materials Public Limited Company(000786) Central Asia Foreign Capital Co., Ltd., a wholly-owned subsidiary of the company, in Uzbekistan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The investment and construction of gypsum board production line involves changing the resolutions of the 12th meeting of the sixth board of directors of the company;
2. The legal system, policy system, business environment and cultural awareness of foreign countries are quite different from those of China, and there are investment risks.
1、 Overview of investment projects
Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as the company) held the 14th meeting of the 6th board of directors on March 21, 2022, deliberated and adopted the proposal on the adjustment of the investment and construction projects in Uzbekistan by Beijing New Building Materials Public Limited Company(000786) Central Asia Foreign Capital Co., Ltd., a wholly-owned subsidiary of the company, It is agreed to adjust some contents of the project of 40 million square meters of paper faced gypsum board production line and supporting 3000 tons of light steel keel production line and 4 million square meters of decorative gypsum board production line invested and constructed by Beijing New Building Materials Public Limited Company(000786) Central Asia Foreign Capital Co., Ltd. (FC “BNBM building materials Central Asia” LLC, hereinafter referred to as Central Asia Beixin), a wholly-owned subsidiary of the company, in Uzbekistan.
The proposal was adopted by 9 votes in favor, 0 against and 0 abstention.
The cumulative amount of this investment does not exceed the approval authority of the board of directors specified in relevant laws and regulations, normative documents and the articles of association, and does not need to be submitted to the general meeting of shareholders for approval.
This foreign investment 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.
2、 Progress and adjustment of investment projects
In August 2019, the company held the 9th meeting of the 6th board of directors and deliberated and approved the proposal on the company’s investment in Uzbekistan to establish an overseas wholly-owned subsidiary and build a paper gypsum board production line with an annual output of 40 million square meters, supporting a light steel keel production line with an annual output of 3000 tons and a decorative gypsum board production line with an annual output of 4 million square meters. The project is located in fulkat Industrial Zone, Fergana Prefecture, Uzbekistan, The estimated total investment of the project is about US $29.65 million. For details, see the announcement on the company’s investment in establishing overseas wholly-owned subsidiaries and building gypsum board production lines and other supporting projects in Uzbekistan disclosed by the company on August 20, 2019.
In March 2021, the company held the 12th meeting of the 6th board of directors, deliberated and approved the proposal on the adjustment of the company’s foreign investment projects. The construction site of the project was adjusted to Hohan free economic zone, Fergana state, and the estimated total investment of the project was adjusted to USD 31.975 million. For details, please refer to the announcement on the adjustment of gypsum board production line and supporting projects invested and constructed in Uzbekistan by Beijing New Building Materials Public Limited Company(000786) Central Asia Foreign Capital Co., Ltd., a wholly-owned subsidiary of the company, disclosed by the company on March 20, 2021.
The above foreign investment has been filed / approved by the competent department of Commerce, the development and reform department and other relevant government departments. At present, the company’s wholly-owned subsidiary Beijing New Building Materials Public Limited Company(000786) Central Asia Foreign Capital Co., Ltd. (FC “bnbmbuilding materials Central Asia” LLC) has a registered capital of US $20 million. Its business scope includes the production of building materials, including: the production of wall decoration materials, the production of chemical products (excluding hazardous and toxic chemicals), the production of water pipe fittings for heating system, the production of coatings and other mortar, the production of construction machinery and electrical equipment Construction of light material houses; Types of trade, including: building materials, sanitary and decorative materials, iron, mineral resources, construction machinery, waterproof building materials, other technical equipment, technical information, technical services, technical consultation, processing of environmental protection materials and production of energy-saving products, export of self-produced products and technical equipment, import of raw materials, ingredients, mechanical instruments and equipment required by the company’s scientific research and production projects, as well as accessories and technology required for maintenance Processing the products of foreign customers, producing products according to the orders of foreign customers, leasing and renting office buildings, shops and equipment, and managing material resources; Engage in other activities not prohibited by current laws (refer to the law of the Republic of Uzbekistan on the protection of freedom of commercial activities)
Due to covid-19 epidemic, the construction progress of the project has been seriously affected. At the same time, due to the rising prices of raw materials, freight, labor costs and other investment factors such as exchange rate changes, the total investment of the project has increased by about US $18.025 million.
After the above changes, the total investment of the project is estimated to be USD 50 million. The production line scale, construction period, main content of construction and operation remain unchanged.
3、 Main contents of foreign investment contract
See “II. Progress and adjustment of investment projects” for the main contents of the investment agreement.
4、 Purpose, existing risks and impact on the company of foreign investment
(I) investment purpose, existing risks and impact on the company
This investment and construction is conducive to expanding the overseas market and increasing the international market share of the company’s gypsum board products, which is in line with the company’s main business development strategy. This foreign investment will not have a significant impact on the company’s financial situation and operating results, and there is no situation damaging the interests of the company and shareholders. It has a positive impact on the development of the company and is in the interests of all shareholders.
(II) existing risks
Uzbekistan’s laws, policy system and business environment are quite different from those of China, which will bring certain challenges and risks to the construction, production and sales of production lines.
The investment and construction of the above projects have no significant impact on the current performance.
5、 After the announcement of foreign investment is disclosed, the listed company will disclose the progress of foreign investment in time.
6、 Documents for future reference
Resolution of the 14th meeting of the 6th board of directors of the company
It is hereby announced.
Beijing New Building Materials Public Limited Company(000786) board of directors
March 21, 2022
