北新集团建材股份有限公司 2020 年半年度报告全文 北新集团建材股份有限公司 2020 年半年度报告 2020 年 8 月 1 北新集团建材股份有限公司 2020 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及除以下存在异议声明的董事、监事、高级管理人员 外的其他董事、监事、高级管理人员均保证半年度报告内容的真实、准确、完 整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人王兵、主管会计工作负责人杨艳军及会计机构负责人(会计主管 人员)董辉声明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本报告的董事会会议。 本半年度报告涉及未来计划等前瞻性陈述，不构成公司对投资者的实质承 诺，请投资者及相关人士对此保持足够的风险认识，并理解计划、预测与承诺 之间的差异。 | --- | --- | |----------------------------------------------------------------------|----------------------------| | | | | 公司在本报告中的 " 经营情 ...

北新集团建材股份有限公司 2019 年半年度报告全文 北新集团建材股份有限公司 2019 年半年度报告 2019 年 8 月 1 北新集团建材股份有限公司 2019 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 公司负责人王兵、主管会计工作负责人杨艳军及会计机构负责人(会计主管 人员)董辉声明：保证本半年度报告中财务报告的真实、准确、完整。 除下列董事外，其他董事亲自出席了审议本次半年报的董事会会议 | --- | --- | --- | --- | |--------------------|--------------------|--------------------|--------------| | 未亲自出席董事姓名 | 未亲自出席董事职务 | 未亲自出席会议原因 | 被委托人姓名 | | 陈少明 | 独立董事 | 因其他重要公务 | 谷秀娟 | | 朱岩 | 独立董事 | 因其他重要公务 | 谷秀娟 | 本半年度报告涉及未来计划等前瞻性陈述 ...

北新集团建材股份有限公司 2018 年年度报告全文 北新集团建材股份有限公司 2018 年年度报告 2019 年 3 月 1 北新集团建材股份有限公司 2018 年年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证年度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连 带的法律责任。 公司负责人王兵、主管会计工作负责人杨艳军及会计机构负责人(会计主管 人员)董辉声明：保证年度报告中财务报告的真实、准确、完整。 除下列董事外，其他董事亲自出席了审议本次年报的董事会会议 未亲自出席董事姓名 未亲自出席董事职务 未亲自出席会议原因 被委托人姓名 谷秀娟 独立董事 因其它公务 陈少明 本年度报告涉及未来计划等前瞻性陈述，不构成公司对投资者的实质承诺， 请投资者及相关人士对此保持足够的风险认识，并理解计划、预测与承诺之间 的差异。 公司在本报告中的"管理层讨论与分析——公司未来发展的展望"部分描述 了公司经营中可能存在的重大风险及其应对措施，敬请广大投资者注意阅读。 公司经本次董事会审议通过的利润分配预案为：以 1,689,507,842 股为基 ...

Financial Performance - Total assets increased by 8.50% to CNY 17,479,610,889.93 compared to the end of the previous year[8] - Net assets attributable to shareholders increased by 11.64% to CNY 13,860,293,028.65 compared to the end of the previous year[8] - Operating revenue for the period was CNY 3,524,413,503.30, a decrease of 0.60% year-on-year, while year-to-date revenue increased by 17.33% to CNY 9,512,390,215.08[8] - Net profit attributable to shareholders decreased by 15.63% to CNY 744,403,810.70 for the period, but increased by 30.58% year-to-date to CNY 2,043,047,233.46[8] - Basic earnings per share for the period was CNY 0.441, down 10.55% year-on-year, while year-to-date it increased by 33.03% to CNY 1.164[8] - The weighted average return on net assets was 5.52%, a decrease of 2.36% compared to the same period last year[8] Shareholder Information - The total number of shareholders at the end of the reporting period was 63,855[12] - The largest shareholder, China National Building Material Group Corporation, held 37.83% of the shares[12] Legal and Litigation Matters - North New Materials incurred legal fees totaling RMB 6,259,563.91 related to the ongoing US gypsum board litigation during the reporting period, which accounted for 4.50% of the net profit attributable to the parent company[30] - Taishan Gypsum incurred legal fees totaling RMB 27,242,006.79 related to the same litigation, representing a significant financial impact[30] - The total legal fees incurred by both North New Materials and Taishan Gypsum regarding the US gypsum board litigation reached RMB 550 million as of September 30, 2018[30] - In the Germano case, Taishan Gypsum was ordered to pay USD 2,758,356.52 plus interest from May 2010, and faced additional penalties for contempt of court[25] - Taishan Gypsum reached a settlement in the Dragas case, paying USD 4 million to resolve claims against it[25] - North New Materials paid USD 500,000 to Lennar Homes, while Taishan Gypsum paid USD 6 million to settle claims in the Lennar case[27] - Taishan agreed to pay USD 1,380,000 to Meritage Homes to settle claims, with the agreement stating it does not imply any admission of product defects[28] - Taishan is required to pay USD 1,978,528.40 in the Allen case, with the settlement absolving it of any further claims related to the transferred third-party claims[29] - The plaintiffs in the multi-district litigation reduced their claims to approximately USD 350 million due to the ongoing defenses by North New Materials and Taishan Gypsum[26] - The company continues to monitor the litigation closely and is assessing its potential financial impact, although specific future outcomes remain uncertain[30] Corporate Governance and Compliance - The company committed to not engaging in competitive businesses related to its main operations in gypsum board and light steel keel, ensuring no conflicts arise post-transaction[33] - The company has pledged to avoid unfair related-party transactions and will ensure that any unavoidable transactions are conducted at fair market prices[33] - The company guarantees the independence of its operations, including personnel, assets, and financial management, to maintain its status as a standalone entity[33] - The company has made a long-term commitment to fulfill its promises regarding the non-transfer of shares obtained from the transaction for a period of 36 months[32] - The company’s board and senior management have committed to act in the best interests of shareholders and to not engage in activities that could harm the company’s interests[32] - The company will ensure compliance with any new regulatory requirements set by the China Securities Regulatory Commission regarding compensation measures[32] - The company has established a framework to ensure that any related-party transactions are disclosed and conducted in accordance with legal and regulatory standards[33] - The company has committed to maintaining a complete and independent labor and personnel management system[33] - The company will take measures to prevent the illegal transfer of funds or profits through related-party transactions[33] - The company has committed to ensuring that its senior management personnel are exclusively employed by the company and do not hold positions in related parties[33] - The company committed to maintaining its financial independence, ensuring separate financial accounting systems and independent decision-making processes[34] - The company guarantees that its assets, personnel, and operational capabilities are independent, allowing for sustained market-oriented operations[34] - The company has ensured that there are no pledges, mortgages, or other encumbrances on its equity in the target company, confirming clear ownership rights[35] - The company has pledged to provide accurate and complete information regarding the transaction, taking legal responsibility for any false statements or omissions[35] - The company will coordinate the processing of land and property rights certificates to avoid impacting normal operations[35] - The company has committed to compensating for any economic losses incurred due to ownership defects within 30 days of determining actual losses[35] - The company has established a governance structure that includes independent boards and committees to ensure compliance with legal and regulatory requirements[34] - The company has committed to minimizing related party transactions and ensuring fair market pricing when such transactions are unavoidable[34] - The company has undertaken to provide timely and accurate materials related to the transaction, ensuring all documents are genuine and complete[35] - The company has committed to maintaining independence from controlling shareholders in business activities and decision-making processes[34] Investment Strategy - The company confirmed that it has not engaged in any securities investments during the reporting period, maintaining a conservative investment strategy[39] - The company reported no overdue amounts for entrusted wealth management, indicating a strong collection performance[41] - There were no derivative investments during the reporting period, reflecting a conservative investment strategy[41] - The reporting period showed no high-risk entrusted wealth management situations, suggesting a stable investment environment[41] - The company’s financial practices reflect a commitment to maintaining liquidity and minimizing risk exposure[41] Communication and Stakeholder Engagement - The company engaged in multiple investor communications, including phone calls and on-site visits, to discuss its development strategy and financial reports[42][43] - The company’s management emphasized a focus on strategic development and transparency in communications with stakeholders[42][43] Future Outlook - There are no significant changes expected in the cumulative net profit for the year compared to the previous year, indicating stability in financial performance[39] - The company has committed to fulfilling its obligations regarding stock incentives and other commitments to minority shareholders[38] - The board of directors, led by Chairman Wang Bing, continues to prioritize strategic growth and operational efficiency[46]

Financial Performance - The company's operating revenue for the first half of 2018 was CNY 5,987,976,711.78, representing a 31.27% increase compared to CNY 4,561,592,399.53 in the same period last year[17]. - The net profit attributable to shareholders of the listed company reached CNY 1,298,643,422.76, a significant increase of 90.33% from CNY 682,324,347.45 year-on-year[17]. - The net profit after deducting non-recurring gains and losses was CNY 1,242,556,669.42, up 68.65% from CNY 736,784,373.47 in the previous year[17]. - The net cash flow from operating activities was CNY 1,068,739,012.62, an increase of 135.21% compared to CNY 454,367,753.38 in the same period last year[17]. - Basic earnings per share rose to CNY 0.726, reflecting a 90.55% increase from CNY 0.381 in the previous year[17]. - Total assets at the end of the reporting period were CNY 16,685,212,510.75, a 3.57% increase from CNY 16,110,681,436.21 at the end of the previous year[17]. - The net assets attributable to shareholders of the listed company increased to CNY 13,115,116,306.29, up 5.64% from CNY 12,415,447,780.84 at the end of the previous year[17]. Investment and Expansion - The company is investing in four new gypsum board production lines in Hebei, Shandong, Anhui, and Shanxi as part of its capacity expansion plan[36]. - The company is establishing a joint venture with Shandong Wanjia Building Materials Co., Ltd. to enhance its gypsum board industry position through resource integration[37]. - The company is progressing with its investment in Tanzania, including the establishment of a new gypsum board production line[37]. - The company is expanding its production capacity with multiple projects across different provinces, indicating a strategic focus on market expansion[58]. - The company is constructing a gypsum board production line with an annual capacity of 30 million square meters in Jiangxi Province, with an investment of approximately 33.64 million CNY[58]. - The company is also building a gypsum board production line with an annual capacity of 5 million square meters in Hebei Province, with an investment of around 37.01 million CNY[58]. Research and Development - The company has applied for a total of 3,718 patents, with 2,968 patents granted in the industry[35]. - Research and development expenses rose by 54.34% to ¥154,390,882.65, driven by increased investment in technology development[39]. - New product development initiatives are underway, with an investment of 200 million RMB allocated for R&D in innovative building materials[73]. Legal and Compliance Issues - The company has been involved in significant litigation regarding gypsum board since 2009, with ongoing legal consultations from a renowned U.S. law firm[80]. - The company has faced multiple lawsuits, including a recent judgment requiring it to pay $4,009,892.43 plus interest in the Dragas case[80]. - The company has incurred significant legal expenses due to ongoing litigation, impacting its financial position[80]. - The total legal fees incurred by Beixin Group related to the US gypsum board litigation amounted to approximately RMB 7.26 million, representing 2.07% of the net profit attributable to the parent company for the reporting period[82]. Environmental and Social Responsibility - The company is committed to environmental protection, ensuring that all subsidiaries meet national and local emission standards for pollutants, including sulfur dioxide and nitrogen oxides[117][118]. - The company has implemented a multi-level inspection mechanism to ensure the proper functioning of environmental governance facilities[112]. - The company has initiated a poverty alleviation project in Yangling Village, Gansu Province, by donating to build an Angus cattle breeding farm[118]. Shareholder and Equity Management - The company plans to maintain its leading position in the industry by enhancing management, technological innovation, and brand building[67]. - The company confirmed that the repurchase was due to the occurrence of actual losses related to the contingent risks from assets acquired in 2016[127]. - The company has successfully completed the repurchase and cancellation of locked shares from certain investors, as approved in early 2018[119]. - The total number of common shareholders at the end of the reporting period is 61,250[137]. Future Outlook - The company provided a positive outlook for the second half of 2018, projecting a revenue growth of 20% driven by new product launches and market expansion strategies[72]. - The company is optimistic about future growth, projecting a revenue increase of 15% for the next quarter based on current market trends[132]. - The company is exploring potential mergers and acquisitions to enhance its competitive edge, with a budget of 2,214,492,000 set aside for strategic investments[132].

Financial Performance - The company's operating revenue for 2017 was CNY 11,164,343,454.60, representing a 36.88% increase compared to CNY 8,156,079,146.06 in 2016[17]. - The net profit attributable to shareholders of the listed company reached CNY 2,343,985,433.41, a 100.16% increase from CNY 1,171,068,643.95 in the previous year[17]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 2,397,740,596.39, up 108.67% from CNY 1,149,031,360.43 in 2016[17]. - Basic and diluted earnings per share for 2017 were both CNY 1.311, representing a 65.32% increase from CNY 0.793 in 2016[18]. - The weighted average return on equity increased to 20.66% in 2017 from 13.75% in 2016, reflecting a growth of 6.91%[18]. - The net cash flow from operating activities for 2017 was CNY 2,654,194,435.53, an increase of 55.38% compared to CNY 1,708,205,475.35 in 2016[18]. - The company reported a total revenue of CNY 3,057,237,861.79 in Q4 2017, with a total annual revenue of CNY 11,164,303,454.60[22]. - The net profit attributable to shareholders for Q4 2017 was CNY 779,350,432.85, contributing to an annual net profit of CNY 2,444,985,433.41[22]. Market Expansion and Strategy - The company is actively pursuing market expansion strategies, although specific details on new products or technologies were not disclosed in the provided content[4]. - The company plans to expand its gypsum board production capacity to approximately 3 billion square meters by investing in 21 new production lines across various regions[39]. - The company is focused on developing a full lifecycle green building industry chain, enhancing its market position in the gypsum board sector[27]. - The domestic gypsum board market is expected to grow significantly, driven by urbanization and the increasing demand for energy-efficient building materials[28]. - The company plans to continue expanding its market presence and investing in new product development in 2018[53]. - The company is actively pursuing new product development in lightweight building materials and metal products[70]. - The company is implementing a "go global" strategy, combining new construction and acquisitions to promote the internationalization of its gypsum board business[93]. Corporate Governance and Compliance - The company has maintained its corporate governance structure, with no changes in major shareholders reported[15]. - The company has engaged Tianzhi International Accounting Firm for auditing services, ensuring compliance and accuracy in financial reporting[16]. - The company emphasizes the importance of understanding the risks associated with forward-looking statements made in the report[4]. - The company has committed to ensuring the fulfillment of measures to compensate for the dilution of immediate returns during significant asset restructuring[105]. - The company has pledged to reduce related party transactions and ensure fair pricing in such transactions[106]. - The company’s management has pledged to act diligently and faithfully in fulfilling their responsibilities to protect the rights of all shareholders[105]. - The company has not reported any penalties or rectification measures during the reporting period[122]. Research and Development - The company has applied for a total of 3,547 patents, with 2,734 granted, and has initiated international patent applications in several countries[38]. - Research and development expenses increased, reflecting the company's commitment to innovation and future growth[52]. - R&D investment increased by 22.29% to ¥264,599,364.24 in 2017, while the proportion of R&D investment to operating revenue decreased to 2.37% from 2.65% in 2016[54]. - The company is involved in the research and development of new building materials and technologies, contributing to its competitive edge in the market[183]. Shareholder Information - The company plans to distribute a cash dividend of CNY 3.55 per 10 shares, based on a total of 1,788,579,717 shares[4]. - The cash dividend payout ratio for 2017 is 27.09% of the net profit attributable to ordinary shareholders[102]. - The company has maintained a consistent cash dividend distribution policy over the past three years[101]. - The total number of shares for the dividend distribution is 1,788,579,717 shares[103]. - The company’s major shareholders have agreed to a 36-month lock-up period for shares obtained from the transaction[106]. Legal and Regulatory Matters - The company is involved in ongoing litigation related to gypsum board, with potential liabilities amounting to USD 2,758,356.52 plus interest since May 2010[118]. - The total legal fees incurred by Beixin Group and Taishan Gypsum related to the US gypsum board litigation amounted to approximately RMB 305.49 million and RMB 979.22 million respectively, representing 5.48% of the net profit attributable to the parent company for the reporting period[121]. - The ongoing US gypsum board litigation has not yet allowed Beixin Group and Taishan Gypsum to accurately predict the number of plaintiffs and properties involved[120]. - The company continues to monitor the developments of the US gypsum board litigation closely and will respond prudently to protect the interests of investors and consumers[121]. Environmental and Social Responsibility - The company has implemented advanced energy-saving and environmental protection technologies, resulting in pollutant emissions that are lower than the standards set by developed countries in the US and Europe[164]. - The company has established a multi-level inspection mechanism to ensure that environmental governance facilities are in good operating condition[169]. - The company has adopted natural gas as a clean energy source for some production lines to improve the ecological environment around its factories[164]. - The company has installed pollution control facilities, including desulfurization and denitrification equipment, to meet national and local emission standards[168]. - The company has implemented a waste recycling system to ensure that production wastewater is reused, contributing to resource conservation[169]. Financial Management and Investments - The company reported a total of 12,000.00 in structured deposits with a floating return of 61.15% due on August 28, 2017[153]. - The company has consistently engaged in structured deposits, indicating a strategy focused on capital preservation and yield generation[153]. - The company reported a total of 931.81 million in entrusted financial management during the reporting period, with an unexpired balance of 291.67 million[150]. - The company has a total of 60,000.00 in structured deposits with a floating return of 171.61% due on February 6, 2017[153]. - The company plans to continue expanding its investment portfolio, focusing on high-yield products to enhance overall returns[157]. Operational Efficiency - The company is focusing on maintaining its market position while exploring new strategies for growth and expansion[126]. - The company aims to sustain growth through continuous improvement in operational processes and customer engagement initiatives[127]. - The company is addressing risks related to macroeconomic factors and raw material price fluctuations by optimizing supply channels and strategic procurement[93]. - The company has reported a significant increase in production capacity across multiple locations, enhancing its market presence[74][75]. Share Repurchase and Capital Structure - The company plans to repurchase and cancel shares held by 10 limited partnership enterprises and 35 individuals, totaling 36,325,870 shares, which has been approved by the shareholders' meeting[170]. - The total number of shares after the repurchase will be 1,788,579,717, with 20.94% being restricted shares and 79.06% being unrestricted shares[175]. - The company has not issued any new securities during the reporting period, maintaining its existing capital structure[179]. - The company has not engaged in any repurchase agreements during the reporting period[182].