Securities code: Beijing New Building Materials Public Limited Company(000786) securities abbreviation: Beijing New Building Materials Public Limited Company(000786) Announcement No.: 2022024 Beijing New Building Materials Public Limited Company(000786)
Announcement on the resolutions of the 14th meeting of the 6th board of supervisors
The company and all members of the board of supervisors 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 supervisors 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. Three supervisors should attend the meeting and three actually attended the meeting. The meeting was presided over by Mr. Fu Jinguang, chairman of the board of supervisors, in accordance with relevant laws, regulations, normative documents and the relevant provisions of the articles of association. After deliberation, the meeting voted and adopted the following resolutions:
1、 The annual report for 2021 and its summary were considered and adopted
In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the board of supervisors, the board of supervisors carefully reviewed the company’s 2021 annual report and its summary, and issued the following review opinions: after review, the board of supervisors considered that the procedures for the preparation and review of the company’s 2021 annual report by the board of directors were in line with the laws According to the relevant provisions of laws and regulations, normative documents and the articles of association, the contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
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 3 votes in favor, 0 against and 0 abstention.
2、 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 3 votes in favor, 0 against and 0 abstention.
3、 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.
After review, the board of supervisors believes that the profit distribution plan matches the development and growth of the company, conforms to the actual situation of the company, does not damage the interests of the company’s shareholders, especially the minority shareholders, and complies with the company law, the articles of association and other relevant provisions. Approve the company’s profit distribution plan for 2021. It is agreed that the board of directors shall request the general meeting of shareholders to authorize the board of directors to handle relevant matters related to the implementation of profit distribution 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 3 votes in favor, 0 against and 0 abstention.
4、 The proposal on determining audit fees in 2021 and appointing audit institutions in 2022 was reviewed and approved
The company hired Tianzhi international as the company’s audit institution in 2021, which is mainly responsible for the company’s financial audit and internal control audit in 2021. Now, according to the actual workload of Tianzhi international, the company is determined to pay it 2.4 million yuan (including the audit fee of raised funds) and 220000 yuan of internal control audit fee in 2021. The travel, accommodation and other expenses incurred for the audit shall be borne by the company according to the facts.
Since Tianzhi international has provided audit services for the company for eight consecutive years, in order to ensure the independence of the company’s audit work, the board of supervisors agreed to appoint Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022, with a term of office ending at the end of the general meeting of shareholders in 2022.
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 3 votes in favor, 0 against and 0 abstention.
5、 The proposal on the company’s estimated daily connected transactions in 2022 was reviewed and approved
The board of supervisors reviewed the proposal of the company’s expected daily related party transactions in 2022 and held that the related party transactions of the company comply with the principle of fairness. When the board of directors considered the proposal, the related directors have avoided voting, and the review procedures comply with the relevant provisions of the company law and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
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 estimated daily connected transactions in 2022.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
The proposal was adopted by 3 votes in favor, 0 against and 0 abstention.
6、 The 2021 internal control evaluation report was reviewed and adopted
The board of supervisors reviewed the internal control evaluation report of the company in 2021 and believed that the company established and improved the internal control system in accordance with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, followed the basic principles of internal control and combined with its own actual situation, ensured the normal and orderly operation of the company’s business activities and guaranteed the safety of the company’s property. In 2021, the company did not violate the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange and the company’s internal control system. The company’s 2021 internal control evaluation report has conducted a detailed self-examination and evaluation on the company’s risk assessment, information and communication, internal supervision and other businesses and matters, which truly and objectively reflects the company’s internal control. There is no objection to the 2021 internal control evaluation report.
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 3 votes in favor, 0 against and 0 abstention.
7、 The special report on the deposit and actual use of raised funds in 2021 was reviewed and approved, and it is considered that the deposit and use of raised funds in 2021 comply with relevant regulations.
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 3 votes in favor, 0 against and 0 abstention.
8、 The proposal on the company and its subsidiaries at all levels using idle self owned funds for entrusted financial management was deliberated and adopted
The board of supervisors believes 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 RMB 5 billion at any time point for entrusted financial management, which is used to invest in low-risk, short-term Principal Guaranteed floating income or Principal Guaranteed Fixed Income bank financial products with high safety and 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.
For details of the proposal, please refer to the website of the company on Securities Daily, securities times, Shanghai Securities News, China Securities News and Shenzhen Stock Exchange (website: http://www.szse.cn. ）And tide information website (website: http://www.cn.info.com.cn. ）Announcement on the company and its subsidiaries at all levels using idle self owned funds for entrusted financial management.
The proposal was adopted by 3 votes in favor, 0 against and 0 abstention.
9、 Deliberated and adopted the continuous risk assessment report on the company’s deposit and loan business in China Building Materials Group Finance Co., Ltd
The board of supervisors believes that the risk assessment report has objectively and fully assessed the risks of the company’s deposit and loan business in the finance company. When the board of directors of the company deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the relevant provisions of the company law and the articles of association. There is no situation that damages the interests of the company and shareholders, especially minority shareholders, and agreed to the risk assessment report.
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. ）Continuous risk assessment report of Beijing New Building Materials Public Limited Company(000786) handling deposit and loan business in China Building Materials Group Finance Co., Ltd.
The proposal was adopted by 3 votes in favor, 0 against and 0 abstention.
10、 Deliberating the proposal on adjusting the annual expenses of liability insurance for directors, supervisors and senior managers
The board of supervisors believes that the company’s purchase of directors’, supervisors’ and senior managers’ liability insurance (hereinafter referred to as directors’ liability insurance) for directors, supervisors, senior managers and other relevant responsible personnel (hereinafter referred to as responsible personnel) is conducive to improving the company’s risk management system and promoting the directors’ and supervisors’ full performance of their duties. In view of the increase in the market rate of directors’ liability insurance, the previous authorized annual insurance premium limit (RMB 200000) can no longer be covered, It is agreed to increase the annual insurance premium limit of the company’s directors’ liability insurance for responsible personnel to no more than 1 million yuan.
All supervisors avoid voting, and the proposal will be submitted to the general meeting of shareholders for deliberation.
11、 The proposal on the general election of supervisors of the seventh board of supervisors of the company was deliberated and adopted
In view of the expiration of the term of office of the sixth board of supervisors of the company, in accordance with the provisions of the company law and other relevant laws, regulations, normative documents and the articles of association, and upon the nomination of the controlling shareholder of the company, China Building Materials Co., Ltd. (hereinafter referred to as China building materials), it is agreed to nominate Mr. Fu Jinguang and Ms. Hu Jinyu as candidates for non employee representative supervisors of the seventh board of supervisors of the company (see the annex for the resume of the candidates).
Ms. Liu jiehui was elected as the employee representative supervisor of the seventh board of supervisors of the company after the deliberation and approval of the fifth employee (member) Congress of the sixth session of the company (see the appendix for the resume of the employee representative supervisor).
After the proposal is approved by the shareholders’ meeting, two supervisors shall be elected jointly with the employees’ meeting. After the proposal is approved by the shareholders’ meeting, one supervisor shall be elected jointly with the employees’ meeting. The term of office is three years from the date of adoption of the election at the 2021 annual general meeting of shareholders. Upon expiration of the term of office, he may be re elected.
The proposal was adopted by 3 votes in favor, 0 against and 0 abstention.
12、 The work report of the board of supervisors 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. ）Work report of the board of supervisors in 2021.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
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