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XD Inc. Board/Management Information 2021

Aug 12, 2021

50574_rns_2021-08-12_b80ac5a3-c917-4590-b1af-507858393b8c.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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APPOINTMENT OF DIRECTORS AND SUPERVISORS

References are made to the notice of 2021 second extraordinary general meeting dated 23 July 2021 and the clarification announcement dated 27 July 2021 (collectively, the “ Notice ”) of Chongqing Iron & Steel Company Limited (the “ Company ”). Unless the context otherwise requires, capitalised terms used herein shall have the same meaning as those defined in the Notice.

The board of directors (the “ Board ”) of the Company announces that, Mr. Zhang Wenxue ( 張文學 ), Mr. Song De An ( 宋德安 ), Mr. Xie Zhixiong ( 謝志雄 ), Mr. Lai Xiaomin ( 賴曉敏 ), Mr. Zou An ( 鄒安 ) and Mr. Zhou Ping ( 周平 ) are appointed as non-independent directors of the ninth session of the Board of the Company; and Mr. Sheng Xuejun ( 盛學軍 ), Mr. Zhang Jinruo ( 張金若 ) and Mr. Guo Jiebin ( 郭傑斌 ) are appointed as independent non-executive directors for the ninth session of the Board of the Company. Mr. Wu Xiao Ping ( 吳小平 ), Mr. Li Huaidong ( 李懷東 ) and Mr. Zhu Xing’an ( 朱興安 ) are appointed as non-employee representative supervisors of the ninth session of the Company’s supervisory committee. The term of office of the above directors and supervisors shall be three years from the date of approval at the EGM.

Biographies of the directors mentioned above are as follows:

Mr. Zhang Wenxue ( 張文學 ), born in May 1963, is a senior engineer. He currently serves as the chairman and secretary to the party committee of the Company, and a director and the general manager of Chongqing Changshou Iron & Steel Company Limited ( 重慶長壽鋼鐵有限公司 ). Mr. Zhang was the director of the hot pressing plant and the concurrent system reformation project manager of the hot pressing production line of Baogang Branch under Baoshan Iron & Steel Co., Ltd. ( 寶山鋼鐵 股份有限公司 ), the deputy general manager of Baogang Zhanjiang Iron and Steel Company ( 寶鋼湛江鋼鐵有限公司 ), the director of hot pressing plant, the assistant to the general manager and concurrently the chief of the business promotion department

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of Baoshan Iron & Steel Co., Ltd., the chairman of the supervisory committee, the president and the deputy secretary to the party committee of the Company. Mr. Zhang has extensive experience in production, operation, management innovation and intelligent manufacturing. Mr. Zhang graduated from Central South Institute of Mining and Metallurgy ( 中南礦冶學院 ) majoring in pressure processing in 1984, and obtained a master degree in industrial relations from West Virginia University of the USA.

Mr. Song De An ( 宋德安 ), born in February 1965, is a senior economist. He obtained an EMBA degree from PBC School of Finance, Tsinghua University. He currently serves as the vice chairman of the Company and the chairman of the board of directors of Sichuan Desheng Group ( 四川德勝集團 ). The Sichuan Desheng Group, which was founded in 1997 by Mr. Song, has been developed into a Top 500 Global Enterprises in China with the comprehensive utilisation of vanadium and titanium resources as its principal business and engaging in business covering vanadium, titanium, iron and steel, and investment and other diversified industries. Mr. Song had served as a deputy to the People’s Congress of Sichuan, a standing member of the 10[th] session of the executive committee of Sichuan Federation of Industry and Commerce, a standing member of the 6[th] and 7[th] session of Leshan Municipal Committee of the CPPCC, a standing member of the 6[th] session of Leshan Federation of Industry and Commerce, the vice chairman of the Chamber of Commerce and the vice-chairman of Leshan Charity Federation. He had been granted the titles of “Outstanding Entrepreneur of Yunnan Province”, “Outstanding Private Entrepreneurs of Leshan City”, “Outstanding Private Entrepreneurs of Sichuan Province”, “Builder of the 2[nd] Session of Sichuan Outstanding Builders of Socialism with Chinese Characteristics” and many other awards.

Mr. Xie Zhixiong ( 謝志雄 ), born in April 1972, is a senior engineer. He currently serves as the president and deputy secretary to the party committee of the Company. Mr. Xie has successively served as the head of the technical department and the head of the production and technical division of the Sixth Rolling Mill, the head of the steel rolling division and the chief engineer of steel rolling of the Smelting and Rolling Mill, the deputy head of the special steel business department, the deputy head and deputy general manager of the product sales department of the marketing center, the deputy head and head of the manufacturing management department, the officer of the technical research center, the vice president, the senior vice president (in charge), a director, the president and the deputy secretary to the party committee of SGIS Songshan Co., Ltd. ( 廣東韶鋼松山股份有限公司 ). Mr. Xie graduated from Central South University of Technology ( 中南工業大學 ) in 1993 with a major in metal materials engineering.

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Mr. Lai Xiaomin ( 賴曉敏 ), born in October 1972, is a senior accountant. He currently serves as the senior vice president of Baowu Group Zhongnan Steel Co., Ltd. ( 寶武集團中南鋼鐵有限公司 ). Mr. Lai has successively served as the deputy chief accountant, head of the finance department, financial controller, chief accountant and director of Guangdong Shaoguan Iron and Steel Co., Ltd. ( 廣東韶關鋼鐵有限公司 ), and the senior vice president (in charge), president, director and deputy secretary to the party committee of Baowu Group Echeng Iron and Steel Co., Ltd. ( 寶武集團鄂城鋼 鐵有限公司 ). Mr. Lai graduated from Changchun Institute of Technology ( 長春工業 高等專科學校 ) in 1993 with a major in computerized accounting, and later obtained a master’s degree in business administration from Jinan University ( 暨南大學 ).

Mr. Zou An ( 鄒安 ), born in November 1974, is a senior accountant. He currently serves as a director, senior vice president, chief financial officer, secretary to the Board and a member of the party committee of the Company. Mr. Zou successively served as the director of accounting and taxation of the Finance Department, director of budget management, senior manager of performance evaluation of Baosteel Group, the director of the development, operation and finance department, assistant to president (acting), vice president and director of the operation and finance department of Baosteel Group, and the deputy general manager of Baowu Group Environmental Resources Technology Co., Ltd. ( 寶武集團環境資源科技有限公司 ). Mr. Zou graduated from the East China University of Metallurgy ( 華東冶金學院 ) in 1996, majoring in accounting, and then obtained a master’s degree in finance from Fudan University.

Mr. Zhou Ping ( 周平 ), born in December 1974, is a senior engineer. He currently serves as a director of the Company, a director and deputy general manager of Chongqing Changshou Iron & Steel Company Limited ( 重慶長壽鋼鐵有限公司 ), and the chairman of Sichuan Desheng Group Vanadium and Titanium Co., Ltd. ( 四 川德勝集團釩鈦有限公司 ). Mr. Zhou has extensive experience in engineering management, management and operation of steel enterprises (including mines). Mr. Zhou successively served as assistant to general manager and technical transformation commander of Yunnan Chuxiong Desheng Iron and Steel Company ( 雲南楚雄德 勝鋼鐵公司 ); technical transformation commander, general manager and chairman of Tengchong Mining Co., Ltd. ( 騰沖礦業有限公司 ) and technical transformation commander and general manager of Qinggangping Mining Co., Ltd. ( 青槓坪礦業有 限公司 ); assistant to general manager and technical transformation commander of Sichuan Desheng Group Iron and Steel Co., Ltd. ( 四川德勝集團鋼鐵有限公司 ), general manager and executive director of Sichuan Desheng Machinery Manufacturing Co., Ltd. ( 四川德勝機械製造有限公司 ), general manager of Sichuan Desheng Group Iron and Steel Co., Ltd., and general manager of Sichuan Desheng Group Vanadium and Titanium Co., Ltd. Mr. Zhou graduated from Leshan Industrial School ( 樂山市 工業學校 ) as a machinery manufacturing and processing major in July 1994, and he holds a master’s degree in business administration from Southwestern University of Finance and Economics and is currently studying an EMBA degree in Cheung Kong Graduate School of Business ( 長江商學院 ).

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Mr. Sheng Xuejun ( 盛學軍 ), born in August 1969, is a professor and PhD supervisor of Southwest University of Political Science & Law, and the dean of the Financial Technology and Rule of Law Institute of Southwest University of Political Science & Law. Mr. Sheng was the vice chairman of the Degree Committee and the Dean of the School of Economic Law of Southwest University of Political Science & Law, and the deputy chief judge and judge of the Second Court of Civil Trial of the Supreme People’s Court. Mr. Sheng has made a series of academic achievements in the fields of economic law, financial law, and securities law. He has published more than 30 papers in authoritative journals at home and abroad, published several books and textbooks, presided over and led many research projects at the provincial and ministerial levels or above, and received more than 10 provincial and ministerial awards for his teaching and research achievements. Mr. Sheng obtained his master’s degree in law from Southwest University of Political Science & Law in 1995 and his Ph.D. in law from Southwest University of Political Science & Law in 2002. He was a post-doctoral researcher at the Université Paul Cézanne – Aix-Marseille 3 in France, a visiting fellow at the Oxford Law School in England, and a senior research scholar at the University of New South Wales in Australia.

Mr. Zhang Jinruo ( 張金若 ), born in August 1980, is a certified public accountant (non-practising member), and a professor, the head of the accounting department, and secretary to the party branch of Chongqing University, as well as an external supervisor of Chongqing Rural Commercial Bank, and an adjunct professor of the Accounting Development Research Center of Xiamen University. Mr. Zhang was a lecturer and associate professor at Chongqing University. Mr. Zhang mainly concentrates on research on financial accounting standards, corporate finance, and taxation. Mr. Zhang has published more than forty papers in well-known academic journals both at home and abroad, and has published several academic books. He was selected into the National High-end Accounting Talent Training Project (academic) project, and served in the first batch of accounting consulting experts of Chongqing Finance Bureau. Mr. Zhang obtained his master’s degree in accounting from Xiamen University in 2005 and his doctorate in accounting from Xiamen University in 2008.

Mr. Guo Jiebin ( 郭傑斌 ), born in July 1980, is a member of the Hong Kong Institute of Certified Public Accountants, a director, deputy general manager and chief financial officer of Jiaozuo Wanfang Aluminum Company Limited ( 焦作萬方鋁業股份有限 公司 ), and a director of Jiaozuo Coal Group Zhao Gu (Xinxiang) Energy Company Limited ( 焦作煤業集團趙固 ( 新鄉 ) 能源有限責任公司 ). Mr. Guo was an audit manager, senior audit manager and partner of KPMG and KPMG Huazhen LLP. Mr. Guo has extensive experience in accounting theory and practice, and corporate management. Mr. Guo obtained a Bachelor’s degree in Business Administration with honours from the Chinese University of Hong Kong in 2002.

Save as disclosed above, the directors mentioned above have not held any directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, or taken up any position in any affiliated companies of the Company over the past three years, nor do they have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company.

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Save as disclosed above, as at the date of this announcement, the directors mentioned above did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. The corresponding service contracts will be entered into between the directors mentioned above and the Company.

Mr. Zhang Wenxue, Mr. Song De An, Mr. Xie Zhixiong, Mr. Lai Xiaomin, Mr. Zou An and Mr. Zhou Ping do not receive remuneration for their directorships, but receive remuneration according to their positions and job duties in the Company, and their annual remuneration is comprised of base salary, performance remuneration and subsidies and allowances, details of which are as follows:

  1. Base salary: RMB600,000–800,000 per year (before tax).

  2. Performance remuneration: The performance remuneration is not fixed, which is determined on the basis of the completion of annual performance indicators and other factors.

  3. Subsidies and allowances: The subsidies and allowances are implemented in accordance with the relevant system of the Company.

The annual fixed allowance of Mr. Sheng Xuejun, Mr. Zhang Jinruo and Mr. Guo Jiebin as independent non-executive directors is RMB180,000 (before tax).

The corresponding service contracts will be entered into between the directors mentioned above and the Company upon the approval at the EGM. All relevant remunerations stated above will be included in their service contracts.

No other information relating to the appointment of the directors mentioned above is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited. Save as disclosed herein, there are no other matters that need to be brought to the attention of the shareholders of the Company.

Biographies of the supervisors mentioned above are as follows:

Mr. Wu Xiao Ping ( 吳小平 ), born in May 1975, is a certified public accountant, currently serves as the chairperson of the supervisory committee of the Company, a supervisor of Chongqing Changshou Iron & Steel Company Limited, as well as the chief financial officer of Sichuan Desheng Group Vanadium & Titanium Co., Ltd. ( 四川德勝集團釩鈦有限公司 ). Mr. Wu has extensive experience in financial management, auditing and operation of iron and steel enterprises. He successively served as the chief financial officer of the finance department of Yibin Dongsheng Real Estate Development Company ( 宜賓東升房地產開發公司 ), the project manager of the project department of Sichuan Huaqiang Certified Public Accountants ( 四川 華強會計師事務所 ), head of audit department, the deputy head and head of finance department of Sichuan Desheng Group Vanadium & Titanium Co., Ltd. Mr. Wu

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graduated from Sichuan Grain Economics School ( 四川省糧食經濟學校 ) in July 1995 majoring in marketing. He also obtained a college degree in accounting from Southwest University of Finance and Economics and subsequently obtained a master’s degree in business administration from Hong Kong Finance and Economics College.

Mr. Li Huaidong ( 李懷東 ), born in September 1973, is a senior economist and policy advisor. Mr. Li is the vice president, secretary to the board of directors and head of the management innovation department of Baowu Group Zhongnan Steel Co., Ltd. ( 寶武 集團中南鋼鐵有限公司 ), and the chairman of Guangdong Baoliandi International Operation Management Co., Ltd. ( 廣東寶聯迪國際運營管理有限公司 ). Mr. Li successively served as the head of the office secretary section of Shaoguan Iron and Steel Company ( 韶關鋼鐵公司 ), the deputy director of the secretary office of the board of directors of Shaogang Songshan ( 韶鋼松山 ), the deputy director of the human resources department, the deputy director (in charge), director of the human resources department (party committee organization department), the deputy dean of the human resources development and management institute (in charge), a member of the disciplinary committee, an employee supervisor, the director of the operation improvement department of Shaoguan Iron and Steel ( 韶關鋼鐵 ) and the director of the general management department of Baote Shaoguan ( 寶特韶關 ), the director of the operation improvement department of Shaogang Songshan ( 韶鋼松山 ), and the vice president and secretary to the board of directors of Shaoguan Iron and Steel ( 韶關 鋼鐵 ). Mr. Li graduated from Department of Iron and Steel Metallurgy, Northeastern University in 1995 with a major in steel metallurgy.

Mr. Zhu Xing’an ( 朱興安 ), born in July 1974, is a senior engineer. He currently serves as the deputy officer of Technology Innovation Center and deputy officer of Technology Research Center of Baowu Group Zhongnan Steel Co., Ltd. ( 寶武 集團中南鋼鐵有限公司 ). Mr. Zhu successively served as the head of the quality inspection station and secretary to party branch of the Bar Steel Mill, the secretary to party general branch and deputy plant manager of the wire mill of the bar steel product operation department of the steel pipe and bar steel business unit, the officer of the production technology room, assistant to the director and deputy director of the bar steel product operation department of the steel pipe and bar steel business unit of Baoshan Iron & Steel Co., Ltd., and the person in charge of the long material project of the command in Yancheng. He was the deputy plant manager of the Smelting and Rolling Mill of Guangdong Shaogang Songshan Co., Ltd. ( 廣東韶鋼松山股份有 限公司 ). Mr. Zhu graduated from Northeastern University in 1997 with a major in thermal engineering and later obtained a master’s degree in materials engineering from Northeastern University.

Save as disclosed above, the supervisors mentioned above have not held any directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, or taken up any position in any affiliated companies of the Company over the past three years, nor do they have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company.

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Save as disclosed above, as at the date of this announcement, the supervisors mentioned above did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. The corresponding service contracts will be entered into between the supervisors mentioned above and the Company.

The supervisors mentioned above do not receive remuneration for holding supervisory positions, but receive remuneration based on their positions in the Company. The above supervisors currently do not take up any position in the Company.

No other information relating to the appointment of the supervisors mentioned above is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited. Save as disclosed herein, there are no other matters that need to be brought to the attention of the shareholders of the Company.

By Order of the Board Chongqing Iron & Steel Company Limited Zou An Secretary to the Board

Chongqing, the PRC, 13 August 2021

As at the date of this announcement, the Directors of the Company are: Mr. Zhang Wenxue (Executive Director), Mr. Xie Zhixiong (Executive Director), Mr. Zou An (Executive Director), Mr. Song De An (Non-executive Director), Mr. Lai Xiaomin (Non-executive Director), Mr. Zhou Ping (Non-executive Director), Mr. Sheng Xuejun (Independent Non-executive Director), Mr. Zhang Jinruo (Independent Non-executive Director) and Mr. Guo Jiebin (Independent Non-executive Director).

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