PROPOSED APPOINTMENTS OF DIRECTORS AND SUPERVISORS

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the content of this announcement, make no representation 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 content of this announcement. (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 01088) PROPOSED APPOINTMENTS OF DIRECTORS AND SUPERVISORS In accordance with the articles of association of the Company, the Company Law and applicable laws and regulations of the People s Republic of China, the Board proposes the appointments of Dr. Ling Wen, Dr. Han Jianguo and Dr. Li Dong as executive directors of the fourth session of the Board of the Company, Mr. Zhao Jibin as a non-executive director of the fourth session of the Board of the Company, and Dr. Tam Wai Chu, Maria, Dr. Jiang Bo and Ms. Zhong Yingjie, Christina as independent non-executive directors of the fourth session of the Board of the Company. The Supervisory Committee proposes the appointments of Mr. Zhai Richeng and Mr. Zhou Dayu as shareholder representative supervisors of the fourth session of the Supervisory Committee of the Company. Mr. Chen Hongsheng, a current non-executive director, and Ms. Fan Hsu Lai Tai, Mr. Gong Huazhang and Mr. Guo Peizhang, current independent non-executive directors, will cease to serve as directors of the fourth session of the Board of the Company. The proposed appointments of directors and supervisors are subject to the approval of the shareholders of the Company by way of ordinary resolutions at the 2016 annual general meeting of the Company. A circular containing, among other matters, details of the above proposed appointments and a notice of the 2016 annual general meeting will be despatched to the shareholders of the Company as soon as practicable. 1

2 PROPOSED APPOINTMENTS OF DIRECTORS In accordance with the articles of association of China Shenhua Energy Company Limited (the Company ), the Company Law (the Company Law ) and applicable laws and regulations of the People s Republic of China, the board of directors of the Company (the Board ) proposes the appointments of Dr. Ling Wen, Dr. Han Jianguo and Dr. Li Dong as executive directors of the fourth session of the Board of the Company, Mr. Zhao Jibin as a non-executive director of the fourth session of the Board of the Company, and Dr. Tam Wai Chu, Maria, Dr. Jiang Bo and Ms. Zhong Yingjie, Christina as independent non-executive directors of the fourth session of the Board of the Company. Mr. Chen Hongsheng, a current non-executive director, and Ms. Fan Hsu Lai Tai, Mr. Gong Huazhang and Mr. Guo Peizhang, current independent nonexecutive directors, will cease to serve as directors of the fourth session of the Board of the Company. PROPOSED APPOINTMENTS OF SUPERVISORS In accordance with the articles of association of the Company, the Company Law and applicable laws and regulations, the supervisory committee of the Company (the Supervisory Committee ) proposes the appointment of Mr. Zhai Richeng and Mr. Zhou Dayu as shareholder representative supervisors of the fourth session of the Supervisory Committee of the Company. The proposed appointments of directors and supervisors are subject to the approval of the shareholders of the Company by way of ordinary resolutions at the 2016 annual general meeting. BACKGROUND OF THE CANDIDATES FOR DIRECTORS Dr. Ling Wen Ling Wen, male, born in February 1963, aged 54, Chinese, a professor and Academician of Chinese Academy of Engineering, Dr. Ling has extensive management experience in financial institutions and enterprises. He received a Ph.D. degree from Harbin Institute of Technology in 1991, and conducted postdoctoral research in Shanghai Jiao Tong University from 1992 to Dr. Ling has served as the president of the Company since January 2017, a vice chairman and an executive director of the third session of the Board of the Company since August 2014, director of Shenhua Group Corporation Limited ( Shenhua Group Corporation ) since April 2010, and general manager of Shenhua Group Corporation since May Dr. Ling served as director and deputy general manager of Shenhua Group Corporation from 2010 to 2014, chairman of the Board of Shenhua Finance Company from 2002 to 2014, president of the Company from 2006 to 2014, executive director of the second session of the Board of the Company from 2010 to 2014, and vice chairman of the second session of the Board of the Company from June to August

3 Prior to the foregoing, Dr. Ling had served in various capacities, including executive director of the first session of the Board, executive vice president and chief financial officer of the Company, deputy general manager of the International Business Department of the Industrial and Commercial Bank of China, deputy general manager of Industrial and Commercial Bank of China (Asia) Limited and chairman of UB China Business Management Company Limited. Save as disclosed above, Dr. Ling has not held any directorship in other listed Save as disclosed above, Dr. Ling has no relationship with any directors, members of at the date of this announcement, Dr. Ling does not have any interest in the 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 Securities and Futures Ordinance ). Upon approval of Dr. Ling s appointment by the shareholders of the Company, Dr. Ling will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Board of the Company commencing Dr. Ling will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Dr. Ling s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, his duties and responsibilities. pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Hong Kong Listing Rules ), and the Company is not aware of any other matters that need to be brought to the attention of shareholders. Dr. Han Jianguo Han Jianguo, male, born in April 1958, aged 59, Chinese, a researcher, Dr. Han has extensive experience in the Chinese coal industry, macroeconomics and corporate management. He received a master s degree from Tongji University in 1999, and a Ph.D. degree in Economics from Wuhan University in Dr. Han has served as an executive director of the third session of the Board of the Company since August 2014, deputy general manager of Shenhua Group Corporation since August 2003, chief information officer of Shenhua Group Corporation since March 2009, and director of Shenhua Group Corporation since July

4 Dr. Han served as the president of the Company from June 2014 to January 2017, executive director of the second session of the Board and senior vice president of the Company from 2011 to 2014, a non-executive director of the first session and second session of the Board of the Company from 2004 to Prior to the foregoing, Dr. Han had served in various capacities, including chairman and general manager of Shenhua Coal Trading Company Limited, and division head of the State Development and Planning Commission. Save as disclosed above, Dr. Han has not held any directorship in other listed Save as disclosed above, Dr. Han has no relationship with any directors, members of at the date of this announcement, Dr. Han does not have any interest in the shares of Upon approval of Dr. Han s appointment by the shareholders of the Company, Dr. Han will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Board of the Company commencing Dr. Han will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Dr. Han s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, his duties and responsibilities. Dr. Li Dong Li Dong, male, born in January 1960, aged 57, Chinese, a senior engineer with the qualification as a professor, Dr. Li has extensive experience in the management of coal enterprises in China. He obtained a master s degree in Business and Administration from China Europe International Business School in 2005 and a Ph.D. degree from Liaoning Technical University in Dr. Li has served as an executive director of the Company since June 2016, a senior vice president of the Company since May 2011 and vice general manager of Shenhua Group Corporation since August

5 Prior to the foregoing, Dr. Li had served in various capacities, including deputy chief engineer of Shenhua Group Corporation, chairman of Shenhua Zhunge er Energy Co., Ltd., and head of General Manager s Office of Shenhua Group Corporation. Save as disclosed above, Dr. Li has not held any directorship in other listed companies in the past three years. Save as disclosed above, Dr. Li has no relationship with any directors, members of the senior management or substantial or controlling shareholders of the Company. As at the date of this announcement, Dr. Li does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Upon approval of Dr. Li s appointment by the shareholders of the Company, Dr. Li will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Board of the Company commencing Dr. Li will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Dr. Li s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, his duties and responsibilities. Mr. Zhao Jibin Zhao Jibin, male, born in July 1952, aged 64, Chinese, a senior engineer. Mr. Zhao has extensive experience in business administration and railway transportation administration. He graduated from Changchun Institute of Optics and Fine Mechanics and obtained a master s degree in Mr. Zhao has served as a non-executive director of the Company since June 2016, an external director of Shenhua Group Corporation since April 2015 and of China National Building Material Group Corporation since December Mr. Zhao had served as a deputy general manager of China Mobile Communications Corporation from 2008 to 2013 and an independent non-executive director of China South Locomotive and Rolling Stock Corporation Limited from 2007 to

6 Prior to the foregoing, Mr. Zhao had successively held the posts as the master of Changchun Railway Station, director of Changchun Railway Sub-bureau, director of Hohhot Railway Bureau and Zhengzhou Railway Bureau, the chairman of China Tietong Telecommunications Corporation, deputy to the ninth and tenth National People s Congress, an honorary professor of Beijing Jiaotong University and Changchun University of Science and Technology. Save as disclosed above, Mr. Zhao has not held any directorship in other listed Save as disclosed above, Mr. Zhao has no relationship with any directors, members of at the date of this announcement, Mr. Zhao does not have any interest in the shares of Upon approval of Mr. Zhao s appointment by the shareholders of the Company, Mr. Zhao will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Board of the Company commencing Mr. Zhao will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Mr. Zhao s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, his duties and responsibilities. Dr. Tam Wai Chu, Maria Tam Wai Chu, Maria, female, born in November 1945, aged 71, Chinese, a barrister in Hong Kong. She graduated from the University of London in 1970 with a bachelor s degree, and received an honorary Ph.D. degree in Laws from the Chinese University of Hong Kong in She has extensive experience in legal affairs and supervision. 6

7 Dr. Tam has served as a deputy to the twelfth National People s Congress since March 2013, a Hong Kong SAR convener to the National People s Congress, and a member of the Basic Law Committee of the Hong Kong Special Administrative Region since July She has served as the chairman of the Operations Review Committee and the ex-officio member of the Advisory Committee on Corruption of the Independent Commission Against Corruption (ICAC) of Hong Kong since January 2015, and a member of the Panel of the Witness Protection Review Board of the ICAC of Hong Kong since January Dr. Tam has also served as an independent non-executive director in various listed companies in Hong Kong, including Wing On Company International Limited, Minmetals Land Limited, Sinopec Kantons Holdings Limited, Guangnan (Holdings) Limited, Tong Ren Tang Technologies Company Limited, Sa Sa International Holdings Limited, Nine Dragons Paper (Holdings) Limited and Macau Legend Development Limited. Prior to the foregoing, Dr. Tam had successively served as a deputy to the ninth, tenth and eleventh National People s Congress. Dr. Tam was awarded the Gold Bauhinia Star in 1998 and awarded the Grand Bauhinia Medal, symbolizing the highest honor of the Hong Kong Government, in Save as disclosed above, Dr. Tam has not held any directorship in other listed Save as disclosed above, Dr. Tam has no relationship with any directors, members of at the date of this announcement, Dr. Tam does not have any interest in the shares of Upon approval of Dr. Tam s appointment by the shareholders of the Company, Dr. Tam will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Board of the Company commencing Dr. Tam will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Dr. Tam s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, her duties and responsibilities. 7

8 Dr. Jiang Bo Jiang Bo, female, born in December 1955, aged 61, Chinese, a senior accountant and senior economist. Dr. Jiang has extensive experience in financial theory and knowledge and practice of corporate management. Dr. Jiang graduated from Jilin Finance and Trade College in 1983, and received a Ph.D. degree in Economics from Renmin University of China in Dr. Jiang has served as an independent non-executive director of Sinopec Oilfield Service Corporation since February Prior to the foregoing, Dr. Jiang had served in various capacities, including the chief financial officer and the chairman of the labor union of China Everbright Group Ltd., a director of China Everbright Group Company Limited (Hong Kong), a director of Sun Life Everbright Life Insurance Co., Limited, a director of equity interest of Everbright Financial Holding Asset Management Co., Ltd., a director of Shenyin & Wanguo Securities Co., Ltd., an executive director, the vice president, a member of the CPC Committee and the chief auditing officer of China Everbright Bank. Save as disclosed above, Dr. Jiang has not held any directorship in other listed Save as disclosed above, Dr. Jiang has no relationship with any directors, members of at the date of this announcement, Dr. Jiang does not have any interest in the shares of Upon approval of Dr. Jiang s appointment by the shareholders of the Company, Dr. Jiang will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Board of the Company commencing Dr. Jiang will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Dr. Jiang s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, her duties and responsibilities. 8

9 Ms. Zhong Yingjie, Christina Zhong Yingjie, Christina, female, born in November 1968, aged 48, Chinese, a certified public accountant. She graduated from Wuhan University in Auditing in 1990 and obtained a bachelor s degree. She also obtained a master s degree in Business and Administration from China Europe International Business School (CEIBS) in Shanghai in Ms. Zhong has extensive experience in finance and capital markets. Ms. Zhong is not employed by any entity. Prior to the foregoing, Ms. Zhong had worked for Morgan Stanley Asia Limited from May 2008 to April 2017 and served as a managing director and the head of division of financial institutions in China. Ms. Zhong had served in various capacities, including an executive director of Goldman Sachs Gao Hua Securities Company Limited and a vice president of China International Capital Corporation Limited. She had also worked for the National Audit Office of the PRC. Save as disclosed above, Ms. Zhong has not held any directorship in other listed Save as disclosed above, Ms. Zhong has no relationship with any directors, members of at the date of this announcement, Ms. Zhong does not have any interest in the shares of Upon approval of Ms. Zhong s appointment by the shareholders of the Company, Ms. Zhong will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Board of the Company commencing Ms. Zhong will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Ms. Zhong s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, her duties and responsibilities. 9

10 BACKGROUND OF THE CANDIDATES FOR SUPERVISORS Mr. Zhai Richeng Zhai Richeng, male, born in July 1964, aged 52, Chinese, a senior accountant, Mr. Zhai received a master s degree from China University of Mining and Technology in Mr. Zhai has served as the chairman of the third session of the supervisory committee of the Company since August 2014 and the director of Property Ownership Administration of the Company and the director of Property Ownership Administration of Shenhua Group Corporation since June Mr. Zhai served as a general manager of the financial department of Shenhua Group Corporation from November 2004 to June Prior to the foregoing, Mr. Zhai had served in various capacities, including deputy manager of the financial department of Shenhua Group Corporation, director of financial division and chief accountant of Shenhua Zhunge er Coal Company. Save as disclosed above, Mr. Zhai has not held any directorship in other listed Save as disclosed above, Mr. Zhai has no relationship with any directors, members of at the date of this announcement, Mr. Zhai does not have any interest in the shares of Upon approval of Mr. Zhai s appointment by the shareholders of the Company, Mr. Zhai will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Supervisory Committee of the Company commencing from the date of appointment. Pursuant to the articles of association of the Company, Mr. Zhai will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Mr. Zhai s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, his duties and responsibilities. 10

11 Mr. Zhou Dayu Zhou Dayu, male, born in October 1965, aged 51, Chinese, a researcher. Mr. Zhou obtained a bachelor s degree in Economic Management at Peking University in 1986 and a bachelor s degree in International Finance at Peking University in Mr. Zhou has served as a supervisor of the Company since June 2016, the general manager of the Capital Operation Department of the Company and the general manager of the Capital Operation Department of Shenhua Group Corporation since March Mr. Zhou had been the general manager of the Business Administration Department of the Company and the general manager of the Business Administration Department of Shenhua Group Corporation from November 2009 to March Prior to the foregoing, Mr. Zhou had successively held the post of the general manager of the Planning Department and a deputy director of the Policy and Law Research Office of Shenhua Group Corporation. Save as disclosed above, Mr. Zhou has not held any directorship in other listed Save as disclosed above, Mr. Zhou has no relationship with any directors, members of at the date of this announcement, Mr. Zhou does not have any interest in the shares of Upon approval of Mr. Zhou s appointment by the shareholders of the Company, Mr. Zhou will enter into a service contract with the Company for a term of three years till the expiry of the tenure of the fourth session of the Supervisory Committee of the Company commencing from the date of appointment. Pursuant to the articles of association of the Company, Mr. Zhou will be elected and appointed at a general meeting of the Company and may be re-elected at a general meeting of the Company. Mr. Zhou s annual remuneration package will be determined by shareholders at a general meeting pursuant to the articles of association of the Company and with reference to recommendations of the remuneration committee of the Board in accordance with its terms of reference, taking into account, among other matters, his duties and responsibilities. 11

12 GENERAL The proposed appointments of directors and supervisors are subject to the approval of the shareholders of the Company by way of ordinary resolutions at the 2016 annual general meeting of the Company. A circular containing, among other matters, details of the above proposed appointments and a notice of the annual general meeting will be despatched to the shareholders of the Company as soon as practicable. Beijing, 5 May 2017 By order of the Board China Shenhua Energy Company Limited Huang Qing Secretary to the Board of Directors As at the date of this announcement, the Board comprises the following: Dr. Ling Wen, Dr. Han Jianguo and Dr. Li Dong as executive directors, Mr. Chen Hongsheng and Mr. Zhao Jibin as non-executive director, and Ms. Fan Hsu Lai Tai, Mr. Gong Huazhang and Mr. Guo Peizhang as independent non-executive directors. 12