AI assistant
CStone Pharmaceuticals — Board/Management Information 2021
Jul 30, 2021
50715_rns_2021-07-30_bc965987-f602-43e7-ab70-f1dad0efee42.pdf
Board/Management Information
Open in viewerOpens in your device viewer
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.
==> picture [59 x 54] intentionally omitted <==
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)
(1) PROPOSED APPOINTMENT OF NON-INDEPENDENT DIRECTORS; (2) PROPOSED APPOINTMENT OF NON-EMPLOYEE REPRESENTATIVE SUPERVISOR (3) APPOINTMENT OF GENERAL MANAGER; AND (4) CHANGE OF SECRETARY TO THE BOARD AND COMPANY SECRETARY
I. PROPOSED APPOINTMENT OF NON-INDEPENDENT DIRECTORS
On 30 July 2021, the board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) convened the 13th meeting of the eighth session of the Board and approved the proposal in relation to the proposed directors (the " Directors ") of the eighth session of the Board. The Board resolved to appoint Mr. Li Wei, Mr. Xiao Yaomeng, Mr. Zhu Qingrui and Mr. Huang Xiaolong as the candidates for the nonindependent Directors of the eighth session of the Board, with a term of office from the date when the relevant resolutions are approved by the extraordinary general meeting of the Company (the " EGM ") till the date when the general meeting of the Company elects members of the ninth session of the Board. Ordinary resolutions to approve their election will be proposed at the EGM. Such appointments will be subject to the approval by the Shareholders at the EGM. The biographic details of the proposed non-independent Directors are set out as follows:
Li Wei, born in September 1966, a research fellow in applied engineering technology and PhD of engineering, is the Party secretary and chairman of Shandong Energy Group Company Limited. Mr. Li joined the Company’s predecessor in 1988. He was appointed as the deputy manager of Baodian Coal Mine of Yankuang Group in December 1996. In May 2002, he was appointed as the director of the Restructuring Division of the Strategic Resources Development Department of Yankuang Group. In September 2002, he was appointed as the chairman, Party secretary and general manager of Yankuang Xilin Neng Hua Company Limited, and presided over the overall CPC- and government-related affairs of Baodian Coal Mine in March 2004. He was appointed as the manager and deputy Party secretary of Baodian Coal Mine in September 2004, and manager and deputy Party secretary of Nantun Coal Mine in August 2007. He was appointed as the deputy chief engineer and deputy director of the Safety Supervision Office of Yankuang Group in August 2009, deputy general manager and director of the Safety Supervision Office of
Yankuang Group in April 2010, and director, general manager and deputy Party secretary of Yankuang Group in May 2015. He was appointed as vice chairman of the Company in June 2016, the deputy Party secretary, director, and general manager of Hualu Holdings Co., Ltd. in August 2020, and Party secretary and chairman of Shandong Energy Group in June 2021. Mr. Li graduated from University of Science and Technology Beijing. As at the Latest Practicable Date, Mr. Li held 10,000 A shares of the Company.
Xiao Yaomeng, born in March 1972, a research fellow in applied engineering technology with a master degree of engineering, is the deputy general manager 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. As at the Latest Practicable Date, Mr. Xiao held 49,500 A shares of the Company; according to the share option scheme adopted by the Company on 12 February 2019, Mr. Xiao holds 100,500 unvested options of the Company.
Zhu Qingrui , born in February 1966, a research fellow in applied engineering technology and PhD of engineering, joined Lunan Chemical Fertilizer Plant in 1990. Mr. Zhu was appointed as the deputy chief engineer and chief engineer of Yankuang Guotai Chemicals. Co., Ltd. in 2003 and 2007, respectively, and was appointed as the director of the Project Planning Division and deputy general manager of Yancoal Erdos Neng Hua Co., Ltd. in 2009. He was appointed as deputy general manager of Yanzhou Coal Ordos Neng Hua Co., Ltd., executive director, general manager and deputy Party secretary of Inner Mongolia Rongxin Chemicals Co., Ltd. in 2013. He was appointed as deputy general manager of Yanzhou Coal Ordos Neng Hua Co., Ltd., executive director, general manager and Party secretary of Inner Mongolia Rongxin Chemicals Co., Ltd. in 2014. He was appointed as director, general manager and deputy Party Secretary of Yankuang Coal Chemicals Co., Ltd. in 2015, and as director, general manager and Party secretary of Yankuang Chemicals Co., Ltd. in 2016. He was appointed as director, Party secretary and general manager of Shaanxi Future Energy Chemicals Co., Ltd. in 2018. He was appointed as assistant general manager of Shandong Energy Group, and director, Party secretary and general manager of Shaanxi Future Energy Chemicals Co., Ltd. in 2020. Mr. Zhu graduated from East China University of Science and Technology.
Huang Xiaolong, born in November 1977, is a senior economist and master of law. Mr. Huang joined the Company’s predecessor in 1999. He was appointed as the Company’s securities representative in 2006, deputy-division-director-level secretary of the Company’s Secretary Office to the Board in 2008, and deputy director of the Company’s Secretary Office to the Board in 2012. He was appointed as the director of the Equity Reform and Restructuring Office of the former Shandong Energy Group Co., Ltd. in 2013, and director and deputy general manager of Dongguan Haichang Industry Co., Ltd. in 2016. He was appointed as a member of the Secretary Office to the Board of Shandong Energy Group Co., Ltd. in August 2020. Mr. Huang graduated from University of International Business and Economics.
Subject to the Shareholders’ approval for their respective appointments, each of the above proposed non-independent Directors will enter into a service contract with the Company commencing from the date of the conclusion of the EGM and ending on the date of the conclusion of the general meeting for the election of the members of the ninth session of the Board.
As far as the Directors are aware and save as disclosed above, Mr. Li Wei, Mr. Xiao Yaomeng, Mr. Zhu Qingrui and Mr. Huang Xiaolong: (i) had not held any directorships in any public companies the securities of which were listed on any securities market in Hong Kong and/or overseas in the past three years, nor held any other major appointment and professional qualification; (ii) do not hold any other position with the Company or its subsidiaries; (iii) did not have any interests in the shares or securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) did not have any relationship with other current directors, senior management and substantial or controlling shareholders of the Company.
Mr. Xiao Yaomeng will not receive any remuneration as a Director. The remuneration of the other proposed non-independent Directors will be determined at the general meeting of the Company with reference to their respective duties, responsibilities, experience and the prevailing market conditions. Save as disclosed above, the Board is not aware of any other matter in relation to the above proposed non-independent Directors which is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and any other matter that needs to be brought to the attention of the Shareholders or The Stock Exchange of Hong Kong Limited (the " Stock Exchange ").
II. PROPOSED APPOINTMENT OF NON-EMPLOYEE REPRESENTATIVE SUPERVISOR
On 30 July 2021, the supervisory committee of the Company (the " Supervisory Committee ") convened the 7th meeting of the eighth session of the Supervisory Committee and approved the proposal in relation to the proposed supervisor (the " Supervisor ") of the eighth session of the Supervisory Committee. The Supervisory Committee resolved to appoint Mr. Zhu Hao as the candidate for the non-employee representative Supervisor of the eighth session of the Supervisory Committee, with a term of office from the date when the relevant resolution is approved by the EGM till the date when the general meeting of the Company elects members of the ninth session of the Supervisory Committee. An ordinary resolution to approve his election will be proposed at the EGM. Such appointment s will be subject to the approval by the Shareholders at the EGM . The biographic details of the proposed non-independent Supervisor are set out as follows:
Zhu Hao , born in October 1971, a senior economist, is the director of the Operation Management Department of Shandong Energy Group. Mr. Zhu was appointed as the chief economist of Suncun Coal Mine of Xinwen Mining Group Limited in 2001, and as the chief economist and member of the Party committee of Suncun Coal Mine of Xinwen Mining Group Limited in 2007. He was appointed as the deputy director of Operation Management Department of Xinwen Mining Group Limited in 2010, and as director of Operation Management Department and director of Inspection Office of Xinwen Mining Group
Limited in 2012. He was appointed as deputy general manager of the Performance Operation Department of the former Shandong Energy Group Company Limited in 2014, as director of the Economic Operation Department of the former Shandong Energy Group Company Limited in 2017, and as the Operation Management Department of Shandong Energy Group in August 2020. Mr. Zhu graduated from Shandong University.
Subject to the Shareholders’ approval for his appointment, the proposed Supervisor will enter into a service contract with the Company commencing from the conclusion of the EGM and ending on the conclusion of the general meeting for the election of the members of the ninth session of the Supervisory Committee.
As far as the Directors are aware and save as disclosed above, Mr. Zhu Hao: (i) had not held any directorships in any public companies the securities of which were listed on any securities market in Hong Kong and/or overseas in the past three years, nor held any other major appointment and professional qualification; (ii) does not hold any other position with the Company or its subsidiaries; (iii) did not have any interests in the shares or securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) did not have any relationship with other current directors, senior management and substantial or controlling shareholders of the Company.
The proposed Supervisor will not receive any remuneration for the duties performed as Supervisor of the Company during his term of services. Save as disclosed above, the Board is not aware of any other matter in relation to the above proposed Supervisor which is required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules and any other matter that needs to be brought to the attention of the Shareholders.
III. APPOINTMENT OF GENERAL MANAGER
Reference is made to the announcement of the Company dated 21 February 2021 in relation to resignation of the general manager of the Company.
On 30 July 2021, the 13th meeting of the eighth session of the Board resolved to appoint Mr. Xiao Yaomeng as the general manager of the Company effective on the date of this announcement, with the same term of services as the senior management of the eighth session of the Board.
The remuneration of Mr. Xiao Yaomeng as the general manager of the Company will be determined by the Board in accordance with the articles of association of the Company and with reference to recommendation from the remuneration committee of the Company based on his duties, responsibilities, experience and the prevailing market conditions.
IV. CHANGE OF SECRETARY TO THE BOARD AND COMPANY SECRETARY
The Board received the resignation report from Mr. Jin Qingbin on 30 July 2021. Due to work arrangements, Mr. Jin Qingbin resigned as secretary to the Board and joint company secretary of the Company with effect from the date when the resignation report was delivered to the Board. Mr. Jin Qingbin has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company and Stock Exchange. Mr. Jin Qingbin diligently and faithfully discharged his duties in a meticulous and pragmatic manner, and
made contribution to the corporate governance, information disclosure, investors relationship and capital operation of the Company. The Board extended its sincere gratitude to Mr. Jin Qingbin for his contribution to the Company.
The 13th meeting of the eighth session of the Board resolved to appoint Mr. Huang Xiaolong as the secretary to the Board with effect from the date of this announcement For the biographical details of Mr. Huang Xiaolong, please refer to the section above.
Ms. Leung Wing Han Sharon, the other joint company secretary of the Company who is qualified to act as a company secretary under Rule 3.28 of the Listing Rules, will continue to perform her duties as company secretary of the Company. The Company will make an announcement in due course if it appoints a joint company secretary.
The Board of Directors of Yanzhou Coal Mining Company Limited
Zoucheng, Shandong Province, the PRC 30 July 2021
As at the date of this announcement, the directors of the Company are Mr. Liu Jian, Mr. Wu Xiangqian, Mr. Zhao Qingchun, Mr. He Jing and Mr. Wang Ruolin, and the independent nonexecutive directors of the Company are Mr. Tian Hui, Mr. Zhu Limin, Mr. Cai Chang and Mr. Poon Chiu Kwok.