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Datang Environment Industry Group Co., Ltd. — Board/Management Information 2017
Mar 10, 2017
49815_rns_2017-03-10_914effd6-730c-410a-8126-65fbda2db1fa.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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Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1272)
ANNOUNCEMENT
CHANGE OF SENIOR MANAGEMENT, JOINT COMPANY SECRETARY AND AUTHORISED REPRESENTATIVE
The Board is pleased to announce that:
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(i) Mr. Wu Deren has retired from office as a Deputy General Manager commencing from 10 March 2017, and Mr. Xia Huaixiang has resigned as the Chief Engineer commencing from 10 March 2017;
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(ii) Mr. Liu Yinshun has been appointed as a Deputy General Manager commencing from 10 March 2017, and Mr. Mao Hui has been appointed as a Deputy General Manager commencing from 10 March 2017;
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(iii) Mr. Zeng Bing has been appointed as the Chief Economist commencing from 10 March 2017; and the Company has changed one of its Joint Company Secretaries and Authorised Representatives from Mr. Hu Xiaodong to Mr. Zeng Bing commencing from 10 March 2017.
The board of directors (the “ Board ”) of Datang Environment Industry Group Co., Ltd. (the “ Company ”) is pleased to announce that the Board has resolved, at the 16th meeting of the first session of the Board on 10 March 2017, to approve the following:
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RETIREMENT OF DEPUTY GENERAL MANAGER AND RESIGNATION OF CHIEF ENGINEER
The Board announces that (i) Mr. Wu Deren (吳德仁) (“ Mr. Wu ”), a deputy general manager of the Company (the “ Deputy General Manager ”), has reached his retirement age in accordance with the Company’s internal policy, and therefore has retired from his current senior management position commencing from 10 March 2017, and (ii) due to work adjustment, Mr. Xia Huaixiang (夏懷祥) (“ Mr. Xia ”), the chief engineer of the Company (the “ Chief Engineer ”), has resigned from his current position of the Company commencing from 10 March 2017, and will join another subsidiary of China Datang Corporation (中國大唐集團公司) in March 2017.
Mr. Wu served as the Deputy General Manager from 25 July 2011 to 10 March 2017. Mr. Wu has confirmed that he has no disagreement with the Board and there is no other matter relating to his retirement that needs to be brought to the attention of the shareholders of the Company.
Mr. Xia served as the Chief Engineer from 25 July 2011 to 10 March 2017. Mr. Xia has confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation as the Chief Engineer that needs to be brought to the attention of the shareholders of the Company.
APPOINTMENTS OF NEW DEPUTY GENERAL MANAGERS
The Board is pleased to announce that (i) Mr. Liu Yinshun (劉銀順) (“ Mr. Liu ”) has been appointed as a new Deputy General Manager commencing from 10 March 2017, and (ii) Mr. Mao Hui (毛輝) (“ Mr. Mao ”) has been appointed as another new Deputy General Manager commencing from 10 March 2017.
Mr. Liu will be mainly responsible for the Company’s operational management and safety management. The biographical details of Mr. Liu are set out below:
Mr. Liu, aged 49, has approximately 30 years of experience in power industry. Prior to joining the Company, Mr. Liu served as a specialist engineer of safety supervision division of North China Power Management Bureau (華北電力管理局) from July 1990 to August 1999. From August 1999 to May 2002, he served as an engineer and deputy director of safety supervision and facility management division of Beijing Datang Power Generation Company Limited (北京大唐發電股份有限公司) (a company currently known as Datang International Power Generation Co., Ltd. (大唐國際發電股份有限公 司) and listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), stock code: 991). From May 2002 to February 2003, he served as general manager assistant and director of safety supervision department of Tianjin Datang Panshan Power Generation Company Ltd. (天津大唐盤山發電有限責任公司). From February 2003 to December 2013, he served several positions in China Datang Corporation (中國大唐集團公司), including senior staff, deputy director and director
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of its safety supervision division of production safety department, and deputy director of its production safety department. From December 2013 to March 2016, Mr. Liu served as a deputy general manager and member of the Communist Party Committee of Shanxi Branch of China Datang Corporation. From March 2016 to December 2016, he served as a deputy general manager and member of the Communist Party Committee of Datang Hebei Power Generation Company Ltd. (大唐河北發電有限公司). Mr. Liu graduated from Beijing Economic College (北京經濟學院) with a bachelor’s degree in engineering in July 1990, majoring in safety engineering. Mr. Liu was accredited as a senior engineer by State Power Corporation of China in December 2000.
Mr. Mao will be mainly responsible for the Company’s overseas market development, international cooperation, foreign affairs and informatisation management. The biographical details of Mr. Mao are set out below:
Mr. Mao, aged 42, has approximately 20 years of experience in power industry. From January 2005 to February 2012, Mr. Mao served several positions in China Datang Technology & Engineering Co., Ltd. (中國大唐集團科技工程有限公司) (“ Technology & Engineering Company ”), which is currently a subsidiary of the Company, including chief assistant of its general manager office, a deputy director of its science and technology management department and director of its human resource department. From February 2012 to January 2015, Mr. Mao served as director of human resource department of the Company, during which, Mr. Mao also served as general manager of Technology & Engineering Company from January 2014 to January 2015 and secretary to the Communist Party Committee of Technology & Engineering Company from March 2014 to January 2015. From January 2015 to December 2016, Mr. Mao continued to serve as general manager and secretary to the Communist Party Committee of Technology & Engineering Company. Prior to joining the Group, he served as an engineer of auxiliary power division of Hunan Thermal Power Construction Corporation (湖南火電建設公司) from August 1997 to March 1999, as an engineer of power transmission and transformation department of China Huadian Engineering Co., Ltd. (中國華電工程(集團)有限公司) (“ China Huadian ”) from April 1999 to December 2000, and chief information manager of general manager office of China Huadian from January 2001 to December 2004. Mr. Mao graduated from Xi’an Jiaotong University (西安交通大學) with a bachelor’s degree in engineering in July 1997, majoring in electrical appliance. He further obtained an MBA degree from Tsinghua University (清華大學) in July 2009. Mr. Mao was accredited as a senior engineer by China Datang Corporation in December 2009.
The Board is of the view that Mr. Liu and Mr. Mao are suitable candidates for the position of the Deputy General Managers given their proven competency and background.
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Save as disclosed above, as of the date of this announcement, each of Mr. Liu and Mr. Mao (i) does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company; (ii) does not hold any other directorships in any listed companies in the last three years; (iii) does not hold any other positions in the Company or any of its subsidiaries; and (iv) has no interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).
Save as disclosed above, there is no other matter that needs to be brought to the attention of the shareholders of the Company in connection with their appointments.
APPOINTMENT OF CHIEF ECONOMIST AND CHANGE OF ONE OF THE JOINT COMPANY SECRETARIES AND AUTHORISED REPRESENTATIVES
Appointment of Chief Economist and change of one of the Joint Company Secretaries and Authorised Representatives
The Board announces that (i) Mr. Zeng Bing (曾兵) (“ Mr. Zeng ”) has been appointed as the chief economist of the Company (the “ Chief Economist ”) commencing from 10 March 2017, and (ii) the Company has changed one of its joint company secretaries (the “ Joint Company Secretary ”), who is also one of the authorised representatives of the Company (the “ Authorised Representative ”), from Mr. Hu Xiaodong (胡曉東) (“ Mr. Hu ”) to Mr. Zeng commencing from 10 March 2017.
Mr. Zeng will be mainly responsible for the Company’s auditing, legal affairs, equity investment, corporate governance affairs and soil treatment business. The biographical details of Mr. Zeng are set out below:
Mr. Zeng, aged 43, has approximately 20 years of experience in power industry. Prior to joining the Company, Mr. Zeng served several positions in Datang Yantan Hydropower Plant (大唐岩灘水力發電廠) from July 1997 to August 2006, including accountant, manager, deputy director and director of its financial department, and was mainly responsible for financial management, including budget management, accounting, fund management and tax management matters. From August 2006 to November 2013, he served as deputy director and director (in charge) of audit and supervision department of Guangxi Guiguan Electric Power Co., Ltd. (廣西桂冠電 力股份有限公司) (the “ Guiguan Power ”), a company listed on the Shanghai Stock Exchange (stock code: 600236), and was responsible for internal audit and internal control management. From October 2013 to January 2014, he served as the deputy general manager and secretary of the Communist Party committee of Datang Guiguan Shandong Power Investment Company Ltd. (大唐桂冠山東電力投資有限公司), a subsidiary of Guiguan Power, and was mainly responsible for financial management matters, including budget management, accounting, fund management and tax management matters. From January 2014 to October 2015, he served as director of securities affairs department of China Datang Corporation Guangxi Branch (中國大
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唐集團公司廣西分公司), Guiguan Power and Longtan Hydropower Development Co., Ltd. (龍灘水電開發有限公司) respectively, and was mainly responsible for daily compliance, regulatory reporting and communications and corporate governance matters, including preparing announcements and regular reports, organizing board meetings, supervisor committee meetings and shareholder meetings, supervising transactions such as share repurchase, share issue, asset or equity acquisition and/ or disposal. From October 2015 to December 2016, he served as the deputy general manager and secretary of the Communist Party committee of Guangxi Datang Electric Power Maintenance Co., Ltd. (廣西大唐電力檢修有限公司), and was mainly responsible for financial management, including budget management, accounting, fund management and tax management matters. Mr. Zeng graduated from Zhongnan University of Finance and Economics (中南財經大學) with a bachelor’s degree in economics in July 1997, majoring in accounting. Mr. Zeng was accredited as a PRC certified accountant by the Ministry of Finance of the People’s Republic of China in May 2004.
Mr. Hu served as the Joint Company Secretary and the Authorised Representative from 31 August 2015 to 10 March 2017. Mr. Hu has confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation as the Joint Company Secretary and the Authorised Representative that needs to be brought to the attention of the shareholders of the Company.
Waiver from strict compliance with Rules 3.28 and 8.17 of the Listing Rules
Pursuant to Rule 8.17 of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), a listed issuer must appoint a company secretary who meets the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides that a listed issuer must appoint as its company secretary an individual who, in the opinion of the Stock Exchange, is capable of discharging the functions of company secretary of the listed issuer by virtue of his/her academic or professional qualifications or relevant experience. Mr. Zeng currently does not possess the qualifications of company secretary as required under Rules 3.28 and 8.17 of the Listing Rules.
The primary reasons for change of Joint Company Secretary and Authorised Representative are due to (i) estimated internal work adjustment among the Company’s senior management members, and (ii) Mr. Zeng’s professional qualification, extensive prior experience and capacity, making him suitable for the role of Joint Company Secretary. On one hand, in addition to acting as a Joint Company Secretary, Mr. Hu has also been acting as a Deputy General Manager. Due to internal work adjustment among the senior management team arising from the departure of two senior management members, Mr. Wu and Mr. Xia, as mentioned above, Mr. Hu will take over part of their operational work given. Mr. Hu’s extensive experience in business operation and engineering, in addition to the duties that Mr. Hu is currently responsible for. As a result, the workload of Mr. Hu will significantly increase and therefore he
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will hardly have the capacity to continue to act as a Joint Company Secretary at the same time. On the other hand, Mr. Zeng, the newly appointed Chief Economist, is a suitable and strong candidate for Joint Company Secretary given that Mr. Zeng (i) has professional accounting qualification in the PRC; (ii) has gained extensive knowledge on compliance, regulatory disclosure and corporate governance from working as the director of securities department of Guiguan Power; (iii) has extensive working experiences in financial management and auditing work, which would facilitate him in discharging the functions of a Joint Company Secretary; and (iv) will have the capacity to focus on discharging the duties and functions of a Joint Company Secretary, details of which are set out above in the biographical details of Mr. Zeng. Therefore, to ensure that the Joint Company Secretaries have the capacity to perform their duties and responsibilities in accordance with the Listing Rules, the Company replaced Mr. Hu with Mr. Zeng as a Joint Company Secretary and Authorised Representative. After this change, Mr. Hu will focus on his other positions and daily operations of the Company while Mr. Zeng and Ms. Wong Sau Ping (黃秀萍) (“ Ms. Wong ”) will act as the Joint Company Secretaries.
By virtue of the reasons as mentioned above, the directors of the Company consider that Mr. Zeng is capable of discharging the functions of a Joint Company Secretary. As Mr. Zeng does not possess the professional qualification or the relevant experience yet to fulfill the requirements under Rule 3.28 of the Listing Rules, the Company has applied to the Stock Exchange for, and the Stock Exchange has granted a waiver (the “ Waiver ”) from strict compliance with Rules 3.28 and 8.17 of the Listing Rules for a period of three years from the date of Mr. Zeng’s appointment as the Joint Company Secretary (the “ Waiver Period ”) on the grounds that the Company will continue to engage Ms. Wong, the other current Joint Company Secretary who possesses the relevant professional qualifications of company secretary required under Rules 3.28 and 8.17 of the Listing Rules, to provide assistance and guidance to Mr. Zeng in discharging his duties as one of the Joint Company Secretaries and Mr. Zeng will attend trainings so as to ensure his knowledge of the Listing Rules and other applicable laws and regulations in Hong Kong remains up to date.
The Waiver is granted on the conditions that:
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(i) Mr. Zeng will be assisted by Ms. Wong during the Waiver Period;
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(ii) the Company shall notify the Stock Exchange at the end of the Waiver Period for the Stock Exchange to revisit the situation. The Stock Exchange expects that, after the end of the Waiver Period, the Company will be able to demonstrate that Mr. Zeng can satisfy Rule 3.28 of the Listing Rules, after having the benefit of Ms. Wong’s assistance such that a further waiver will not be necessary; and
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(iii) the Company will disclose the details of the Waiver, including its reasons for the Waiver and the Waiver conditions.
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The Waiver will be revoked immediately if and when Ms. Wong ceases to provide assistance to Mr. Zeng and may be withdrawn or changed by the Stock Exchange if the Company’s situation changes.
Save as disclosed above, as of the date of this announcement, Mr. Zeng (i) does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company; (ii) does not hold any other directorships in any listed companies during the past three years; (iii) does not hold any other positions in the Company or any of its subsidiaries; and (iv) has no interest in shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed in this announcement, there is no other matter that needs to be brought to the attention of the shareholders of the Company in connection with the appointment of Mr. Zeng.
The Company and the Board would like to extend its welcome to Mr. Liu, Mr. Mao and Mr. Zeng on their new appointments, and to express the gratitude to Mr. Wu and Mr. Xia for their hard working and contribution to the Company.
By order of the Board Datang Environment Industry Group Co., Ltd.* Jin Yaohua Chairman
Beijing, 10 March 2017
As of the date of this announcement, the non-executive directors of the Company are Mr. Jin Yaohua, Mr. Liu Chuandong, Mr. Liu Guangming and Mr. Liang Yongpan, the executive directors of the Company are Mr. Deng Xiandong and Mr. Lu Shengli, and the independent non-executive directors of the Company are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.
- For identification purposes only
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