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CMON Limited — Board/Management Information 2021
Jan 25, 2021
50172_rns_2021-01-25_b8b2a76a-b1c7-4b32-bce1-33e0d5a38e99.pdf
Board/Management Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited
(a joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 747)
PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS
The Board announces that:
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(1) the following existing Directors will offer themselves for re-election as Directors of the eighth session of the Board at the EGM:
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(i) Mr. Zhang Jing Ming, Mr. Leng Xiao Rong and Mr. Chau Ting Yan will offer themselves for re-election as executive Directors;
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(ii) Mr. Yin Zong Chen and Mr. Ye Zhi E will offer themselves for re-election as non-executive Directors;
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(iii) Mr. Luo Zhuo Qiang, Mr. Guo Lu Jin and Ms. Gao Hong Hong will offer themselves for re-election as independent non-executive Directors;
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(2) Mr. Wang Xing Ye and Mr. Zhang Yun Feng will offer themselves for re-election as the independent Supervisors of the eighth session of the supervisory committee at the EGM;
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(3) Mr. Chen Jun Feng will offer himself for re-election as the shareholder representative Supervisor of the eighth session of the supervisory committee at the EGM; and
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(4) Mr. Zheng Ze Jian and Mr. Fang Wei Ran have been elected in the employee representatives’ meeting as employee representative Supervisors of the eighth session of the supervisory committee.
The proposed Directors, independent Supervisors and the shareholder representative Supervisor will be elected or re-elected subject to the approval by the Shareholders at the EGM. The terms of the new Directors and Supervisors will be for a period of three years which is proposed to commence on 12 February 2021 and will expire on 11 February 2024.
Notice for convening the EGM containing details of the relevant resolutions will be dispatched to the Shareholders as soon as practicable.
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Re-election of Directors and Supervisors
Pursuant to the Articles of Associations, the terms of office of the Directors and Supervisors of each session shall be three years and eligible for re-election. The Directors, independent Supervisors and the shareholder representative Supervisor of the new session shall be elected or re-elected in a general meeting by ordinary resolutions passed by the Shareholders. The employee representative Supervisors shall be elected democratically by the employees of the Company.
As the terms of the Board and the supervisory committee of the seventh session will expire on 11 February 2021, the Board resolved to propose the following candidates to be nominated for, and elected or re-elected as members of the eighth session of the Board and the supervisory committee respectively. The terms of the new Directors and Supervisors will be for a period of three years which is proposed to commence on 12 February 2021 and will expire on 11 February 2024.
Proposed Re-election and Appointment of Directors
The term of office of all Directors of the seventh session shall expire on 11 February 2021. Eight of such Directors have been nominated as candidates for re-election as members of the eighth session of the Board, namely (i) Mr. Zhang Jing Ming, Mr. Leng Xiao Rong and Mr. Chau Ting Yan as executive Directors; (ii) Mr. Yin Zong Chen and Mr. Ye Zhi E as non-executive Directors; and (iii) Mr. Luo Zhuo Qiang, Mr. Guo Lu Jin and Ms. Gao Hong Hong as independent non-executive Directors.
Proposed Re-election of Supervisors
The term of office of all Supervisors of the seventh session shall expire on 11 February 2021. Save as Ms. Huang Yong Jing, all Supervisors have been nominated as candidates for reelection as members of the eighth session of the supervisory committee. Mr. Wang Xing Ye and Mr. Zhang Yun Feng will offer themselves for re-election as the independent Supervisors. Mr. Chen Jun Feng will offer himself for re-election at the EGM as the shareholder representative Supervisor; Mr. Zheng Ze Jian and Mr. Fang Wei Ran have been elected in the employee representatives’ meeting as employee representative Supervisors of the eighth session of the supervisory committee.
Biographical Details of the Directors and Supervisors Proposed to be Re-elected or Appointed (As the Case May Be)
Executive Directors
Mr. Zhang Jing Ming (“Mr. Zhang”) was born in 1957 and graduated from Shantou Business School. Since 1986, Mr. Zhang has successively worked as the deputy manager of Guangdong Haining Paper Packing Company Limited (廣東海寧紙品包裝有限公司), the vice president of Hong Kong Hai Yuan Industry Group Limited and chairman of Beijing Zhongjin Chuangzhan Real Estate Development Company Limited (北京中金創展房地產開 發有限公司). Mr. Zhang has extensive experience in business management, corporate culture and project and operational planning.
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Mr. Leng Xiao Rong (“Mr. Leng”) was born in 1966 and graduated from the Department of Economics of Jiangxi University in 1989 majoring in accounting. He qualified as an accountant through the national uniform examination in 1998. He was the financial manager of Xiushui County Forestry Industrial Company in Jiangxi Province (江西省修水縣林業工業 公司) from 1989 to 1999, audit officer of Shenzhen Petrochemical (Holding) Co., Ltd. (深圳 石化集團股份有限公司) from 1999 to 2004, financial director of China South City Nanning (南寧華南城) and China South City Harbin (哈爾濱華南城) which are the branches of China South City Holdings Limited (華南城控股有限公司) (stock code: 1668) from 2004 to 2014 and investment director of Guangdong Yueshang High-Tech Holdings Co., Ltd. (廣東粵商 高科控股有限公司) from 2014 to 2018. Mr. Leng has extensive experience in various aspects including corporate finance, audit and investment.
Mr. Chau Ting Yan (“Mr. Chau”) was born in 1958 and graduated from Nanjing Communication Engineering Institute (南京通信工程學院) in 1982. After his graduation, he had successively served as an assistant engineer and the engineer of the 54th Research Institute (第五十四研究所) from 1983 to 1993; from 1993 to 2005, he successively served as a general manager of Fine Lee Industries, Limited (宏利實業有限公司) and chairman of the board of directors of China Hani Group (中國恒利集團); he has served as chairman of Zhongjin Fuhua (Beijing) Investment Co., Ltd. (中金富華(北京)投資有限公司) from 2005 to 2017; and he has been serving as a director of Zhong Rong Jin Kong Capital Management Co., Ltd. (中融金控資本管理有限公司) since 2018 to March 2019. Mr. Zhou has extensive experience in finance, investment and corporate management.
Non-executive Directors
Mr. Yin Zong Chen (“Mr. Yin”) was born in 1963 and graduated from Harbin Institute of Technology (哈爾濱工業大學) with a master’s degree in Architecture and Civil Engineering Professional. He is a member of the Shenzhen Luohu District Committee of the CPPCC for the fifth session. He successively served as the general manager, party branch deputy secretary and senior engineer of Shenzhen Shenan Enterprise Co., Ltd. from 1997 to 2003, and the director, general manager and senior engineer of Shenzhen Pan-China Engineering Group Co., Ltd. from 2003 to 2007. During his term in Pan-China Engineering Group Co., he obtained the qualifications of national first class registered constructor, registered supervision engineer, real estate economist and registered cost engineer. Mr. Yin served as the general manager of the contracting division and group vice president in Shenzhen Construction (Group) Company Limited (深圳市建設(集團)有限公司) from 2009 to 2012, currently served as an executive director of Guangdong Shiliuye Construction Co. Ltd.* (廣東十六冶建設有限公司). He has over 30 years’ experience in architecture design, civil engineering and infrastructure construction.
Mr. Ye Zhi E (“Mr. Ye”) was born in 1985 and graduated from South China Agricultural University in 2008 with a bachelor of science degree in ecology. He graduated from Dongbei University of Finance and Economics in 2011 with a master of laws degree and has been engaged in real estate legal affairs since graduation. He was an assistant to lawyer of Guangdong Zhongquan Law Firm (廣東中全律師事務所) and a partner in Beijing DeHeng (Shenzhen) Law Offices (北京德恆(深圳)律師事務所), and currently holds the position of partner of Guangdong Junyan Law Firm* (廣東君言律師事務所). Mr. Ye has extensive experience in business fields such as real estate development, urban renewal and renovation of old towns, old plants and old villages.
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Independent non-executive Directors
Mr. Luo Zhuo Qiang (“Mr. Luo”) was born in 1979 and is a certified public accountant in the PRC. He graduated from Wuhan Finance College (武漢金融高等專科學校) majoring in accounting in 2001, and from 2017 to 2019, he completed a law degree programme at University of South China; from 2003 to June 2019, Mr. Luo successively served as an audit manager of Baker Tilly China Certified Public Accountants (天職國際會計事務 所) (Shenzhen Branch), an executive director of Shenzhen Guanghua Yongzhuo Financial Consultancy Co., Ltd. (深圳市光華永卓財務顧問有限公司), a department head of Asia Pacific CPA (Group) (Shenzhen Branch); from July 2019 to present, Mr. Luo has been an executive director of Guangdong Tianjian Consulting Co., Ltd. (廣東天健顧問有限公司). Mr. Luo has been in charge of the audit of a number of listed companies in the PRC and the listing and financing consultancy services for a number of domestic private enterprises in the PRC, proving his extensive experience in audit, financing and the operation of listed companies.
Mr. Guo Lu Jin (“Mr. Guo”) was born in 1955 and graduated from Renmin University of China in 1982 with a bachelor’s degree. During his university years, he was recommended to study a professional course in sociology at Nankai University. Mr. Guo served at the General Communication Station of the Lanzhou Military Region (蘭州軍區通訊總站) as a soldier. Upon completion of studies, he held the position of principal staff member of the Department of Higher Education of the Ministry of Education (教育部高等教育司) from 1982 to 1988. He was the director of the National Development and Reform Commission from 1988 to 1993 and successively became the person-in-charge of the Investment and Development Department, General Office and Asset Preservation Department of China Everbright Bank Share Company Limited from 1993 to 2015. He has extensive experience in various aspects including finance, investment, macroeconomic adjustment and social development strategies.
Ms. Gao Hong Hong (“Ms. Gao”) was born in 1971 and graduated from the department of monetary banking under the faculty of finance of Southwestern University of Finance and Economics with a master’s degree in economics in 1998. Since 1998, she has worked in the business division and dealt with credit business in the international finance division of Bank of China Shenzhen Branch. She successively served as chairman of Bank of China Shenzhen Meili Sub-branch, Bank of China Shenzhen Meilin Sub-branch and Bank of China Shenzhen Shahe Sub-branch. She is currently the assistant to general manager of the asset management centre of Shenzhen Galaxy Holdings Group Limited* (深圳星河控股集團有限公司). Ms. Gao has extensive experience in investment, financing and asset management.
Supervisors
Mr. Wang Xing Ye (“Mr. Wang”) was born in 1977 and holds a master postgraduate degree. Mr. Wang is currently the managing director of Beijing Jade Bird Hengsheng Investment Management Co., Ltd., director of 青鳥消防股份有限公司 (formerly known as Hebei Beida Jade Bird Universal Fire Alarm Device Co., Ltd.) (stock code: 002960. SZ), director of Enraytek Optoelectronics Technology (Shanghai) Co., Ltd., director of Ningbo Jade Bird Zhengyuan Equity Interest Investment Management Co., Ltd.* (寧波青鳥正元股權投資管 理有限公司), director of Ningbo Jade Bird Venture Capital Investment Co., Ltd., executive director/general manager of Ningbo Liyuantai Venture Capital Investment Management Co., Ltd., secretary to the board of director/chairman of union of Beijing Beida Jade Bird Universal Sci-Tech Company Limited and the chairman of the Board of Supervisors of the Company. He has profound experience in investment and financing, asset and business reorganization.
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Mr. Chen Jun Fung (“Mr. Chen”) was born in 1983 and graduated from Southwest University of Political Science & Law (西南政法大學) with Bachelor of Laws. Mr. Chen served as the assistant to the president of Guangdong Xu Mastery Auction Company Limited (廣東旭通達拍賣有限公司) from November 2008 to January 2010, assistant to the president and legal manager of Guangzhou Sheng Tong Property Company Limited (廣州市盛塘置業 有限公司) from February 2010 to February 2012, the director and deputy general manager of Guangdong Gung Ho Equity Fund Limited (廣東工合股權基金有限公司) from March 2013 to October 2015, and the director of Zhuhai Kingma Holdings Co., Ltd. (formerly known as Shining Metals Groups, Inc) (Stock code: 400028). Since 2017, he has been the operation director of Kevin Talent Consulting (Shenzhen) Co., Ltd. Mr. Chen has extensive experience in investment and financing, asset and business reorganization.
Mr. Zheng Ze Jian (“Mr. Zheng”) was born in 1987 and graduated from Beijing Institute of Technology, Zhuhai with a bachelor’s degree in engineering. From 2012 to 2016, Mr. Zheng successively served as an account manager of Standard Chartered Bank (China) Limited and an approval manager of Ping An Bank Co., Ltd. Since 2016, Mr. Zheng has worked in the investment development department of the Company. Mr. Zheng has extensive experience in corporate investment and financing.
Mr. Fang Wei Ran (“Mr. Fang”) was born in 1985 and graduated from Guangdong Ocean University with Bachelor of Science in Financial Management. He previously worked in Huizhou LCY Rubber Company. Mr. Fang is currently the finance manager of Zhongfang Chaozhou Investment Development Company Limited, a wholly-owned subsidiary of the Company. Mr. Fang has extensive experience in accounting practices and cost management.
Mr. Zhang Yun Feng(“Mr. Zhang YF”) was born in 1964 and graduated from Anhui University of Finance and Economics (安徽財經大學) majoring in commodity science. Mr. Zhang YF has worked as deputy general manager of the marketing department in the headquarters of the Kunlun Securities Company Limited (昆侖證券有限公司), marketing director of Shenzhen sale branch of the Hong Yuan Securities Company Limited (宏源證券股 份有限公司) and the general manager of Anhui Xin Tai Yuan Technology Company Limited (安徽鑫泰元科技有限公司). He is currently the president of Shenzhen Qian Yuan Kun Li Investment Technology Co., Ltd. (深圳市乾元坤利投資科技有限公司). Mr. Zhang YF has extensive experience in capital management.
Save as disclosed in this announcement, none of proposed Directors and Supervisors holds any interests or short positions in any shares, underlying shares or debentures of the Company which are required to be disclosed under Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). Save as disclosed in this announcement, none of the proposed Directors and Supervisors holds any other position with the Company or other members of the Group nor do they have any relationship with any directors, senior management, substantial Shareholders or controlling Shareholders or any of their associates (as defined in the Listing Rules). Save as disclosed in this announcement, none of the proposed Directors and Supervisors has held any position in other companies listed on the Stock Exchange or any other securities market for the last three years. In addition, there is no other information in relation to the proposed Directors and Supervisors which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are they involved in any of the matters required to be disclosed pursuant to the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.
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Each of the proposed Directors and Supervisors will enter into a service contract with the Company for a term of three years after the proposed ordinary resolutions regarding their reelection being passed at the EGM. The appointment of Directors and Supervisors will be for a term of three years commencing from 12 February 2021 and expiring on 11 February 2024.
The proposed emoluments of the proposed Directors namely Mr. Yin and Mr. Ye will be RMB30,000 per annum; the proposed emoluments of the proposed Director Ms. Gao will be RMB60,000 per annum; the proposed emoluments of the proposed Directors namely Mr. Zhang and Mr. Leng will be RMB100,000 per annum; the proposed emoluments of the proposed Directors, namely Mr. Chau, Mr. Luo, Mr. Guo will be RMB120,000 per annum; the proposed emoluments of the proposed Supervisors namely Mr. Zheng, Mr. Zhang YF, Mr. Fang and Mr. Chen will be RMB10,000 per annum; and the proposed emoluments of the proposed Supervisor Mr. Wang will be RMB15,000 per annum. The proposed emoluments for the proposed Directors and Supervisors are determined on the basis of prevailing market rate, scope of work, level of involvement, experience, seniority and the recommendation of the remuneration committee of the Company.
EXTRAORDINARY GENERAL MEETING
In accordance with the Articles of Association, the re-election and appointment of all Directors, independent Supervisors and the shareholder representative Supervisors are subject to the approval of the Shareholders by way of ordinary resolutions at a general meeting. Details of the relevant resolutions will be set out in the notice for convening the EGM for the purpose of the proposed appointment and re-election of Directors and Supervisors to be dispatched to the Shareholders as soon as practicable.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following expressions shall have the following respective meanings.
| “Articles of Association” | the articles of association of the Company |
|---|---|
| “Board” | the board of Directors |
| “Company” | Shenyang Public Utility Holdings Company Limited |
| “Director(s)” | the director(s) of the Company |
| “Domestic Share(s)” | domestic share(s) with a nominal value of RMB1 each in the |
| share capital of the Company which are subscribed for in RMB | |
| “EGM” | an extraordinary general meeting of the Company to be |
| convened and held to approve the proposed re-election of | |
| Directors and Supervisor | |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
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“H-Share(s)” ordinary share(s) of RMB1 each in the share capital of the Company “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Shares” H-Share(s) and Domestic Share(s) “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisors” supervisors of the Company
By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman
Shenyang, the PRC, 25 January 2021
As at the date of this announcement, the executive Directors are Mr. Zhang Jing Ming, Mr. Leng Xiao Rong and Mr. Chau Ting Yan, the non-executive Directors are Mr. Yin Zong Chen and Mr. Ye Zhi E and the independent non-executive Directors are Mr. Luo Zhuo Qiang, Mr. Guo Lu Jin and Ms. Gao Hong Hong.
- English translation for identification purpose only
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