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CStone Pharmaceuticals — Board/Management Information 2020
Jun 19, 2020
50715_rns_2020-06-19_01178893-7834-443d-b440-7fff9c13ec11.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.
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兗州煤業股份有限公司
YANZHOU COAL MINING COMPANY LIMITED
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1171)
ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE FIRST MEETING OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS
This announcement is made pursuant to the disclosure obligations under Part XIVA of the Securities and Futures Ordinance and Rules 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Notice of the first meeting of the eighth session of the board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (“ Yanzhou Coal ” or the “ Company ”) was dispatched on 16 June 2020 by way of written notice or e-mail. The meeting was held on the spot on 19 June 2020 at the headquarters of the Company in Zoucheng City, Shandong Province. Eleven directors of the Company (the “ Directors ”) were notified of the meeting and all of them were present. The meeting complied with the requirements of the relevant laws, administrative regulations, departmental rules, regulatory documents, and the articles of association of the Company.
After discussion and review, the resolutions passed are as follows:
1. To approve the “Proposal in Relation to the Election of Chairman of the Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
Mr. Li Xiyong has been elected as Chairman of the eighth session of the Board.
2. To approve the “Proposal in Relation to the Election of Vice Chairman of the
Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
Mr. Li Wei has been elected as Vice Chairman of the eighth session of the Board.
3. To approve the “Proposal in Relation to the Establishment of the Eighth Session of Audit Committee of the Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
The eighth session of Audit Committee of the Board of the Company has been established, and the members of the Audit Committee are Mr. Cai Chang, Mr. Tian Hui, Mr. Zhu Limin, Mr. Poon Chiu Kwok and Mr. Wang Ruolin. Mr. Cai Chang serves as the Chairman of the Audit Committee.
The Auditing and Risk Department of the Company is the administrative body of the Audit Committee.
4. To approve the “Proposal in Relation to the Establishment of the Eighth Session of Remuneration Committee of the Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
The eighth session of Remuneration Committee of the Board of the Company has been established, and the members of the Remuneration Committee are Mr. Zhu Limin, Mr. Cai Chang and Mr. Poon Chiu Kwok. Mr. Zhu Limin serves as the Chairman of the Remuneration Committee.
The Human Resources Department of the Company is the administrative body of the Remuneration Committee.
5. To approve the “Proposal in Relation to the Establishment of the Eighth Session of Nomination Committee of the Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
The eighth session of Nomination Committee of the Board of the Company has been established, and the members of the Nomination Committee are Mr. Poon Chiu Kwok, Mr. Li Xiyong and Mr. Tian Hui. Mr. Poon Chiu Kwok serves as the Chairman of the Nomination Committee.
The Human Resources Department of the Company is the administrative body of the Nomination Committee.
6. To approve the “Proposal in Relation to the Establishment of the Eighth Session
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of Strategy and Development Committee of the Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
The eighth session of Strategy and Development Committee of the Board of the Company has been established, and the members of the Strategy and Development Committee are Mr. Li Xiyong, Mr. Li Wei, Mr. Liu Jian and Mr. Zhu Limin. Mr. Li Xiyong serves as the Chairman of the Strategy and Development Committee.
The Investment and Development Department of the Company is the administrative body of the Strategy and Development Committee.
7. To approve the “Proposal in Relation to the Establishment of the Eighth Session of Sustainable Development Committee of the Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
The eighth session of Sustainable Development Committee of the Board of the Company has been established, and the members of the Sustainable Development Committee are Mr. Liu Jian, Mr. Tian Hui and Mr. Zhu Limin. Mr. Liu Jian serves as the Chairman of the Sustainable Development Committee.
The Secretary Office of the Board of the Company is the administrative body of the Sustainable Development Committee.
8. To approve the “Proposal in Relation to Amendments to Terms of References for Committees of the Board of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
(1) The proposed amendments to Terms of Reference for the Audit Committee of the Board of Yanzhou Coal Mining Company Limited, Terms of Reference for the Remuneration Committee of the Board of Yanzhou Coal Mining Company Limited. Terms of Reference for the Nomination Committee of the Board of Yanzhou Coal Mining Company Limited, and Terms of Reference for the Strategy and Development Committee of the Board of Yanzhou Coal Mining Company Limited were approved.
(2) Terms of Reference for the Sustainable Development Committee of the Board of Yanzhou Coal Mining Company Limited were approved
9. To approve the “Proposal in Relation to the Appointment of the General Manager of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
According to the nomination of the Chairman of the Board and as approved by the
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Nomination Committee of the Board, Mr. Liu Jian has been appointed as the General Manager of the Company.
This was agreed by the independent directors of the Company.
10. To approve the “Proposal in Relation to the Appointment of Senior Management such as the Deputy General Managers of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
According to the nomination of the General Manager and as approved by the Nomination Committee of the Board, Mr. Xiao Yaomeng, Mr. He Jing, Mr. Gong Zhijie, Mr. Zhang Chuanchang, Mr. Wang Peng and Mr. Li Wei have been appointed as the Deputy General Managers; Mr. Zhao Qingchun has been appointed as the Chief Financial Officer; Mr. Wang Chunyao has been appointed as the Chief Engineer; and Mr. Zhang Lei has been appointed as the Chief Investment Officer.
This was agreed by the independent directors of the Company.
Please refer to Appendix I for the biographies of the senior management who are not directors.
11. To approve the “Proposal in Relation to the Appointment of the Secretary of the Board of Yanzhou Coal Mining Company Limited and the Company Secretary”;
(For: 11; Against: 0; Abstain: 0)
According to the nomination of the Chairman of the Board and as approved by the Nomination Committee of the Board, Mr. Jin Qingbin has been appointed as the Secretary of the Board of the Company and the Company Secretary. Ms. Leung Wing Han Sharon has been appointed as the joint Company Secretary.
This was agreed by the independent directors of the Company.
Please refer to Appendix II for the biographies of the Secretary of the Board and the Company Secretary.
12. To approve the “Proposal in Relation to the Appointment of the Authorized Representatives of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
Mr. Zhao Qingchun and Mr. Jin Qingbin have been appointed as the Authorized Representatives of the Company to be the contact persons for communications between the Company and the Stock Exchange of Hong Kong Limited (“ Hong Kong Stock Exchange ”).
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13. To approve the “Proposal in Relation to the Appointment of Securities Affairs Representative of Yanzhou Coal Mining Company Limited”;
(For: 11; Against: 0; Abstain: 0)
Ms. Shang Xiaoyu has been appointed as the Securities Affairs Representative of the Company.
Please refer to Appendix III for the biography of the Securities Affairs Representative.
14. To approve the "Proposal in Relation to the Change of Transferee of Wanfu Mining Right";
(For: 8; Against: 0; Abstain: 0)
By order of the Board Yanzhou Coal Mining Company Limited Chairman of the Board Li Xiyong
Zoucheng, Shandong Province, the PRC 19 June 2020
As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. Zhao Qingchun, Mr. He Jing and Mr. Wang Ruolin, and the independent non-executive directors of the Company are Mr. Tian Hui, Mr. Zhu Limin Mr. Cai Chang, and Mr. Poon Chiu Kwok.
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Appendix I
Yanzhou Coal Mining Company Limited Biographies of the Non-Director Senior Management
Xiao Yaomeng , born in March 1972, a research fellow in applied engineering technology with a master degree of engineering, is the deputy general manager and chief safety officer of the Company. Mr. Xiao joined the Company's predecessor in 1994 and was appointed as the director of the Safety Inspection Department of Dongtan Coal Mine of the Company in 2013, and the chairman and the general manager of Guizhou Wulunshan Coal Mining Company Limited in 2014. In 2016, he was appointed as the deputy general manager of Yankuang Guizhou Neng Hua Company Limited and chairman of Guizhou Wulunshan Coal Mining Company Limited. In July 2018, he was appointed as the manager of Jining No. 3 Coal Mine of the Company. In April 2020, he was appointed as the deputy general manager of the Company. Mr. Xiao graduated from China University of Mining and Technology.
Gong Zhijie , born in December 1965, a research fellow in applied engineering technology and a master of engineering, is the deputy general manager of the Company. Mr. Gong joined the Company’s predecessor in 1985. In 2003, he was appointed as the deputy manager of Xinglongzhuang Coal Mine of the Company. In 2014, he served as the manager of Xinglongzhuang Coal Mine of the Company. In 2015, he served as the manager of Jining No.3 Coal Mine of the Company. In July 2018, he was appointed as the chief safety officer of the Company. In January 2019, he was appointed as the deputy general manager of the Company. Mr. Gong graduated from China University of Mining and Technology.
Zhang Chuanchang , born in October 1968, a research fellow in applied engineering technology and a master of engineering, is the deputy general manager of the Company. Mr. Zhang joined the Company's predecessor in 1990. He was appointed as the deputy manager of Yushuwan Coal Mine and the manager of Jinjitan Coal Mine of Shaanxi Future Energy Chemical Company Limited in 2006 and 2014, respectively. In May 2018, he was appointed as the deputy general manager of Shaanxi Future Energy Chemical Company Limited and the manager of Jinjitan Coal Mine of Shaanxi Future Energy Chemical Company Limited. In April 2020, he served as the deputy general manager of the Company, the director, chairman and general manager of Yanzhou Coal Ordos Neng Hua Company Limited and the director and chairman of Inner Mongolia Haosheng Coal Mining Co., Ltd. Mr. Zhang graduated from Shandong University of Science and Technology.
Wang Peng , born in June 1971, a research fellow in applied engineering technology and a master of engineering, is the deputy general manager of the Company. Mr. Wang joined the Company's predecessor in 1994. In 2010, Mr. Wang was appointed as the director of the Safety Inspection Department and deputy manager of Xinglongzhuang Coal Mine of the Company. In 2016, he was appointed as the manager of Xinlongzhuang Coal Mine and Dongtan Coal Mine of the Company. In 2018, he was appointed as the director and the general manager of Yanzhou Coal Ordos Neng Hua Company Limited. In December 2019, he was appointed as the chairman
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and the general manager of Yanzhou Coal Ordos Neng Hua Company Limited. In April 2020, he was appointed as the deputy general manager of the Company and an executive director of Yankuang Dong Hua Heavy Industry Company Limited of the Company. Mr. Wang graduated from Shandong University of Science and Technology.
Li Wei , born in July 1971, Mr. Li Wei is a research fellow in applied engineering technology with a master’s degree of engineering, and currently serves as serves as a vice general manager of the Company. Mr. Li joined the Company’s predecessor in 1990 and served as the deputy director of the preparatory office of Yankuang Jining No.3 power plant in May 2004, the vice general manager and general manager of Shandong Yankuang Jining No.3 Power Generation Co., Ltd in November 2004 and January 2014 respectively. In January 2017, he was appointed as the chairman and general manager of Shandong Huaju Energy Co., Ltd. He was appointed as a vice general manager of the Company in December 2019. Mr. Li graduated from Shandong University of Science and Technology.
Wang Chunyao , born in May 1967, a research fellow in applied engineering technology and a master of engineering, is the chief engineer of the Company. Mr. Wang joined the Company's predecessor in 1989 and was appointed as the chief engineer and the deputy manager of Jining No. 3 Coal Mine of the Company in 2014. In 2017, he was appointed as the director of Production Technology Department (Ventilation and Prevention Department) of the Company. In August 2017, he was appointed as the manager of Baodian Coal Mine of the Company. In April 2020, he was appointed as the chief engineer of the Company. Mr. Wang graduated from China University of Mining and Technology.
Zhang Lei , born in May 1972, international certified senior accountant, Australian certified public accountant, MBA, PhD of economics, is the chief investment officer of the Company. Mr. Zhang served as the vice president of Siemens (China) Co., Ltd. and chief financial officer of Siemens Northeast Asia Real Estate Group Co., Ltd. from September 2008 to September 2010; he served as an executive director and chief financial officer of Chinalco Mining International Co., Ltd. and vice president and chief financial officer of Chinalco Overseas Holdings Co., Ltd. from September 2010 to June 2012; from July 2012 to March 2013, he served as the business finance and acquisition general manager of Shell Far East; from March 2013 to March 2014, he served as the senior vice president and director general manager of Korean SK Greater China. Mr. Zhang joined the Company in 2014 and has served as the chief financial officer of Yancoal Australia, chief executive officer of Austart, and general manager of Yancoal International Holdings Co., Ltd. successively. Mr. Zhang graduated from Guanghua School of Management of Peking University and Graduate School of Chinese Academy of Social Sciences.
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Appendix II
Yanzhou Coal Mining Company Limited
Biographies of the Secretary of the Board and the Company Secretary
Jin Qingbin , born in November 1977, a senior accountant, a senior economist and MBA, serves as the secretary to the Board of the Company. Mr. Jin joined the Company in 1998 and was appointed as the vice director and the director of the secretary office of the Board of the Company successively. He obtained the qualification of board secretary for listed companies in Shanghai Stock Exchange in November 2008, and was appointed the securities affairs representative of the Company in November 2013. In March 2016, he was appointed as the secretary of the Board of the Company and the Company Secretary. Mr. Jin graduated from Missouri State University.
Leung Wing Han Sharon is a president of SW Corporate Services Group (Hong Kong) Limited. Ms. Leung has more than 10 years of finance, accounting and company secretary experience. She holds a bachelor’s degree in business administration majoring in accounting, a bachelor's degree majoring in law and a master's degree in international corporate and finance law. Ms. Leung is a senior member of the Hong Kong Institute of Chartered Secretaries, a senior member of the Chartered Corporate Governance Institute (previously known as the Institute of Chartered Secretaries and Administrators) in the United Kingdom, a senior member of the Association of Chartered Certified Accountants in the United Kingdom and a member of the Hong Kong Institute of Certified Public Accountants. In March 2016, Mr. Leung was appointed as a joint company secretary of the Company.
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Appendix III
Yanzhou Coal Mining Company Limited Biography of the Securities Affairs Representative
Shang Xiaoyu , born in June 1982, a senior economist and master in economics, is the Securities Affairs Representative of the Company. Ms. Shang joined the Company in 2005 and was appointed as the deputy chief economist and deputy head of the Secretary Office of the Board of the Company successively. She obtained the qualification of board secretary for listed companies in Shanghai Stock Exchange in September 2007 and became the he Securities Affairs Representative of the Company in August 2019. Ms. Shang graduated from Shandong University.
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