（经公司 2025 年度第三次临时股东会审议通过） 2025 年 12 月 29 日 | | | 第一章 总则 第一条 为适应上市公司规范运作的要求，维护北新集团建材股份有限公司 （以下简称"公司"）利益，提高董事会工作效率和科学决策能力，保障董事的 合法权益，保证董事会决策程序及决议的合法性，根据《中华人民共和国公司法》 及其他法律、行政法规、部门规章及《北新集团建材股份有限公司章程》（以下 简称《公司章程》）的规定，结合公司实际情况，特制定本规则。 第二章 董事会的组成及职权 北新集团建材股份有限公司 董事会议事规则 第二条 公司设董事会，董事会对股东会负责。 第三条 董事会由 9 名董事组成。董事会成员中应当有 1 名公司职工代表。 董事会中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主 选举产生。董事会成员中独立董事不少于全体董事人数的 1/3，其中至少有一名 会计专业人士。 第四条 董事会依法行使下列职权： （一）召集股东会，并向股东会报告工作； （二）执行股东会的决议； （三）决定公司的经营计划和投资方案； （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注 ...

关于北新集团建材股份有限公司 2025 年度第三次临时股东会的 法律意见书 嘉源(2025)-04-972 EUME S IT AN LAW OFFICES 北京 BEI JING ·上海 SHANGHAI ·深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 北京市嘉源律师事务所 关于北新集团建材股份有限公司 2025 年度第三次临时股东会的法律意见书 西城区复兴门内大街 158 中国 · 北京 二〇二五年十二月 致:北新集团建材股份有限公司 北京市嘉源律师事务所(以下简称"本所")接受北新集团建材股份有限公司 (以下简称"公司")的委托,根据《中华人民共和国公司法》《上市公司股东会 规则》(以下简称"《股东会规则》")等现行有效的法律、行政法规、部门规章、 规范性文件(以下简称"法律法规")以及《北新集团建材股份有限公司章程》(以 下简称"公司章程")的有关规定,指派本所律师对公司 2025年度第三次临时股 东会(以下简称"本次股东会")进行见证,并依法出具本法律意见书。 为出具本法律意见书,本所指派律师现场见证了本次股东会,查阅了公司提供 的与本次股 ...

证券代码：000786 证券简称：北新建材 公告编号：2025-064 北新集团建材股份有限公司 2025 年度第三次临时股东会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 特别提示： 1.本次股东会未出现否决提案的情形。 2.本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 （一）召开时间 （1）现场会议召开时间：2025 年 12 月 29 日(星期一)下午 16:30 （2）网络投票时间 ①通过深圳证券交易所交易系统投票的时间为 2025 年 12 月 29 日的交易时 间，即 9:15-9:25，9:30-11:30 和 13:00-15:00； ②通过深圳证券交易所互联网投票系统投票的时间为 2025 年 12 月 29 日上 午 9:15-下午 15:00 期间的任意时间。 （二）召开地点：北京未来科学城七北路 9 号北新中心 A 座 17 层 （三）召开方式：本次股东会采取会议现场投票及网络投票相结合的方式召 开。公司通过深圳证券交易所交易系统和互联网投票系统向公司股东提供网络投 票平台，公司股东可以在网络投票时间内 ...

Investment Rating - The report maintains a rating of "Buy" for several key stocks in the construction materials sector, including Yao Pi Glass, Yinlong Co., Puxin Co., Sanjike Tree, and Beixin Building Materials [9]. Core Insights - The construction materials sector saw a 3.64% increase from December 22 to December 26, 2025, with notable gains in glass fiber manufacturing (10.06%) and glass manufacturing (5.04%) [1][13]. - The report emphasizes the importance of demand stabilization and the implementation of anti-involution policies, particularly in the context of housing policy adjustments in Beijing [1]. - The report highlights the ongoing challenges in the cement market, with a focus on the need for macroeconomic improvements, especially in the housing sector, to stimulate demand [2][18]. Summary by Sections Cement Industry Tracking - As of December 26, 2025, the national cement price index was 352.28 CNY/ton, a decrease of 0.26% from the previous week [2][18]. - The cement output for the week was 2.877 million tons, down 2.73% week-on-week, indicating a continued contraction in demand as temperatures drop and the Spring Festival approaches [2][18]. - The capacity utilization rate for cement clinker kilns was 37.42%, reflecting a decrease of 0.23 percentage points from the previous week [2][18]. Glass Industry Tracking - The average price of float glass as of December 25, 2025, was 1140.08 CNY/ton, with a weekly decline of 0.98% [3]. - Inventory levels for glass products increased, with a total of 55.33 million heavy boxes reported, up 38,000 boxes from the previous week [3]. Glass Fiber Industry Tracking - The market for non-alkali glass fiber remained stable, with average prices holding steady [7]. - Demand for glass fiber products has shown signs of weakness, with reduced purchasing intentions from downstream buyers [7]. Consumer Building Materials - The consumer building materials sector is experiencing a weak recovery, with prices for upstream materials like aluminum alloy and acrylic remaining stable [7]. - The report suggests that consumer building materials will benefit from favorable second-hand housing transactions and consumption stimulus policies [1]. Carbon Fiber Industry Tracking - The carbon fiber market price remained stable, with a weekly production of 2,392 tons and an operating rate of 79.47% [8]. - The industry continues to face challenges with profitability, as the average production cost was reported at 105,900 CNY/ton, leading to negative margins for many companies [8].

Core Viewpoint - Beixin Building Materials (SZ 000786) announced an investor meeting scheduled for December 23, 2025, where company executives will address investor inquiries [1] Group 1: Company Overview - Beixin Building Materials reported that for the first half of 2025, its revenue composition was as follows: lightweight building materials accounted for 65.65%, waterproof building materials for 18.4%, and coating materials for 15.96% [1] - As of the report date, Beixin Building Materials has a market capitalization of 42.1 billion yuan [1] Group 2: Industry Context - The real estate sector is facing challenges, with a notable case of a "top-performing" company struggling with a 2 billion yuan debt due for repayment, and ongoing negotiations for the first debt extension [1] - Additionally, there are over 10 billion yuan in public debts maturing next year, indicating potential liquidity issues within the industry [1]

Group 1: Company Strengths - The company has a production capacity of 3.563 billion square meters of gypsum board as of June 2025, reinforcing its leading position in the industry [2] - The company has established a comprehensive national layout for its gypsum board bases, occupying key market areas [2] - The company holds 7,628 authorized patents and has over 59% of its enterprises recognized as national high-tech enterprises [2] - The brand value of Beixin Building Materials is 128.255 billion yuan, ranking 70th among China's top 500 most valuable brands [3] Group 2: Market Demand and Pricing - Key growth points for gypsum board demand include secondary renovations, urban renewal, home decoration retail, and county-level markets [3] - The company aims to lead industry price recovery through product innovation and competitive pricing strategies [3] - The current prices of the company's waterproof products are stable, with a focus on promoting healthy industry development [3] Group 3: International Expansion and Mergers - The company has entered markets in Tanzania, Uzbekistan, and Thailand, with plans for expansion into Southeast Asia, Central Asia, Africa, Europe, and the Mediterranean [3] - The company is open to merger opportunities as part of its internationalization strategy, adhering to relevant disclosure obligations [3] Group 4: Dividend Policy - The company has distributed a total of 9.509 billion yuan in cash dividends since its listing, with a planned cash dividend ratio of 40.07% for 2024 [3] - The company is committed to maintaining a stable dividend rate while striving for better performance [3]

Group 1: Market Trends and Logic - Domestic demand is becoming the core focus, with policies emphasizing the expansion of domestic demand strategy, indicating a shift in market attention[2] - The glass industry is experiencing accelerated cold repairs, with supply clearing out, but individual stock performance will depend on differentiated deep processing capabilities[3] - The cement industry is expected to benefit from policy execution and governance improvements, with overseas expansion providing growth opportunities[24] Group 2: Investment Recommendations - Focus on companies with independent growth or valuation advantages in the consumption building materials sector, such as Rain虹, Han高, and San棵树[18] - China National Building Material is recommended due to its strong market position and potential for overseas growth, with expected profits of 2-3 billion RMB in 2025[12] - Recommendations for companies with high dividend yields include Tu宝, Wei星, and Bei新, which are expected to benefit from changing market styles[9] Group 3: Industry Performance and Forecasts - The cement sector is projected to see a recovery in profitability, with Huaxin Cement expected to contribute over 10 billion RMB in profits in 2026[12] - The glass market is facing price adjustments, with the average price of float glass at 1151.40 RMB/ton, down 13.65 RMB/ton from the previous week[35] - The construction materials industry is expected to stabilize, with a focus on companies that can deliver performance and customer validation[8]

Group 1: Legal Disputes and Corporate Actions - Bull Group has filed a lawsuit against Jia's Electric for misleading advertising, claiming damages of 4.2 million yuan [3] - Jia's Electric argues that Bull Group's slogan "7 out of 10 Chinese families use Bull" is misleading and lacks clarity on data applicability [3] - The lawsuit is currently under court review, with Bull Group emphasizing compliance with legal standards in its operations [3] Group 2: Mergers and Acquisitions - Meike Home is planning to acquire Shenzhen Wandesheng Optoelectronics, with the latter previously valued at 360 million yuan [4][6] - The acquisition is still in the planning stage, and no formal agreements have been signed yet [5] - Wandesheng Optoelectronics specializes in high-speed optical interconnect components and has a strong management team with industry experience [6] Group 3: Corporate Restructuring - PIANO has undergone a change in control, with Chairman Ma Libin stating that he will remain a core shareholder despite transferring shares to Chuxin Micro [8] - The company plans to raise 400 million yuan for core business upgrades and aims to enhance its mid-to-high-end product offerings [8] Group 4: New Market Entrants - Shoukai Holdings has entered the home decoration market by establishing Beijing Xintai Decoration Engineering Co., with a registered capital of 10 million yuan [9][11] - The new company aims to provide comprehensive home decoration services, including renovation and maintenance [11] Group 5: Strategic Developments - TATA Wood has launched a new home solution at its innovation conference, focusing on customer-centric and innovative approaches [12] - Together Renovation Network has introduced a fund custody service to mitigate risks associated with fund misappropriation in home renovations [13][14] - Huayi Sanitary Ware has opened its first overseas production base in Vietnam, marking a significant step in its globalization strategy [15] Group 6: Personnel Changes - Marsman has announced the resignation of Vice President Yang Gen, who had a salary of 1.26 million yuan last year [21] - Guomei Retail has appointed Zhang Yulong as the new company secretary, bringing over 20 years of experience in auditing and corporate governance [24][26] - Beixin Building Materials has appointed Xu Qian as Vice President, aiming to stabilize growth amid declining revenues [27]

证券日报网讯 12月19日，北新建材在互动平台回答投资者提问时表示，根据信息披露相关规则，公司 已在定期报告中披露股东具体户数等信息。 （文章来源：证券日报） ...

Group 1 - The core viewpoint of the news is that Beixin Building Materials has experienced fluctuations in stock price and trading volume, with a recent increase in share price and a notable market capitalization of 43.271 billion yuan [1] - As of December 19, Beixin Building Materials' stock price rose by 2.01% to 25.42 yuan per share, with a trading volume of 1.78 billion yuan and a turnover rate of 0.42% [1] - The company has seen a year-to-date stock price decline of 13.67%, but a recent increase of 5.08% over the last five trading days [1] Group 2 - For the period from January to September 2025, Beixin Building Materials reported a revenue of 19.905 billion yuan, a year-on-year decrease of 2.25%, and a net profit attributable to shareholders of 2.586 billion yuan, down 17.77% year-on-year [2] - The company has distributed a total of 9.562 billion yuan in dividends since its A-share listing, with 3.979 billion yuan distributed in the last three years [3] - As of September 30, 2025, the top ten circulating shareholders of Beixin Building Materials included significant institutional investors, with notable changes in shareholdings among them [3]