Shenyang Public Utility Holdings Company Limited (a joint stock limited company incorporated in the People s Republic of China) (Stock code: 747)

Transcription

1 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. Shenyang Public Utility Holdings Company Limited (a joint stock limited company incorporated in the People s Republic of China) (Stock code: 747) PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS The Board announces that: (1) the following existing Directors will offer themselves for re-election as Directors of the seventh session of the Board at the EGM: (i) (ii) Mr. Zhang Jing Ming, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun will offer themselves for re-election as executive Directors; Mr. Yin Zong Chen and Ms. Li Yu Xiang will offer themselves for re-election as non-executive Directors; (iii) Mr. Chan Ming Sun Jonathan and Mr. He Qing Jia will offer themselves for reelection as independent non-executive Directors; (2) Mr. Yu Guan Jian will retire from his office as an independent non-executive Director and will not seek for re-election at the EGM; (3) Ms. Gao Hong Hong has been nominated as a candidate for election at the EGM as an independent non-executive Director; (4) Mr. Wang Xing Ye and Mr. Zhang Yun Feng will offer themselves for re-election as the independent Supervisors of the seventh session of the Supervisory Committee at the EGM; (5) Mr. Chen Jun Feng will offer himself for re-election as the shareholder representative Supervisor of the seventh session of the Supervisory Committee at the EGM; and 1

2 (6) Ms. Huang Yong Jing and Mr. Fang Wei Ran have been elected in the employee representatives meeting as employee representative Supervisors of seventh session of the Supervisory Committee. The proposed Directors, independent Supervisors and the shareholder representative Supervisor will be elected or re-elected subject to the approval by the Shareholders at the EGM. The term of the new Directors and Supervisors will be for a period of three years which is proposed to commence on 12 February 2018 and will expire on 11 February Notice for convening the EGM containing details of the relevant resolutions will be dispatched to the Shareholders as soon as practicable. Re-election of Directors and Supervisors Pursuant to the Articles of Association, the term of office of the Directors and Supervisors of each session shall be three years and eligible for re-election. The Directors, independent Supervisors and the shareholder representative Supervisor of the new session shall be elected or re-elected in a general meeting by ordinary resolutions passed by the Shareholders. The employee representative Supervisors shall be elected democratically by the employees of the Company. As the term of the Board and the supervisory committee of the sixth session will expire on 11 February 2018, the Board resolved to propose the following candidates to be nominated for, and elected or re-elected as members of the seventh session of the Board and the supervisory committee respectively. The term of the new Directors and Supervisors will be for a period of three years which is proposed to commence on 12 February 2018 and will expire on 11 February Proposed Re-election and Appointment of Directors The term of office of all Directors of the sixth session shall expire on 11 February Seven of such Directors have been nominated as candidates for re-election as members of the seventh session of the Board, namely (i) Mr. Zhang Jing Ming, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun as executive Directors; (ii) Mr. Yin Zong Chen and Ms. Li Yu Xiang as non-executive Directors; and (iii) Mr. Chan Ming Sun Jonathan and Mr. He Qing Jia as independent non-executive Directors. Ms. Gao Hong Hong has been nominated as a candidate for election at the EGM as an independent non-executive Director. Mr. Yu Guan Jian, the independent non-executive Director of the sixth session have notified the Board that he will retire from his office and will not seek for re-election. Mr. Yu Guan Jian confirmed that he has no disagreement with the Board and the Company and there is no other matter in relation to his retirement that needs to be brought to the attention to the Shareholders. 2

3 Proposed Re-election of Supervisors The term of office of all Supervisors of the sixth session shall expire on 11 February All Supervisors have been nominated as candidates for re-election as members of the seventh session of the supervisory committee. Mr. Wang Xing Ye and Mr. Zhang Yun Feng will offer themselves for re-election as the independent Supervisors. Mr. Chen Jun Feng will offer himself for re-election at the EGM as the shareholder representative Supervisor; Ms. Huang Yong Jing and Mr. Fang Wei Ran have been elected by the employee representatives meeting as employee representative Supervisors of seventh session of the supervisory committee. Biographical Details of the Directors and Supervisors Proposed to be Re-elected or Appointed (As the Case May Be) Executive Directors Mr. Zhang Jing Ming ( Mr. Zhang ), was born in 1957, graduated from Shantou Business School. Since 1986, Mr. Zhang has successively worked as the deputy manager of Guangdong Haining Paper Packing Company Limited* ( ), the vice president of Hong Kong Hai Yuan Industry Group Limited, the director and vice president of Gintian Industry (Group) Company Limited (Stock code: ) and the general manager of Beijing Zhongjin Chuangzhan Real Estate Development Company Limited* ( ). Mr. Zhang has extensive experience in business management, corporate culture and project and operational planning. Mr. Deng Xiao Gang ( Mr. Deng ), was born in He graduated from the Urban Construction and Engineering department of Chongqing Institute of Architectural and Engineering* ( ) in 1983 with a bachelor degree in engineering, majoring in water supply and drainage. Since 1983, he has taken up the position as an engineer of Southwest Municipal Engineering Design Institute of China* ( ), the head of Shenzhen Urban Planing and Land Planing Office* ( ), the deputy president of Shenzhen Kingma Holding Group Company Limited and the general manager of Guangzhou Zhongzhan Investment Holdings Company Limited* ( ). Mr. Deng has extensive experience in corporate governance and development of real estate projects. Mr. Huang Zhen Kun ( Mr. Huang ), was born in He graduated from Shenzhen University majoring in economics. Since graduation, he served as the head of the Construction and Land Planning Bureau of Shenzhen* ( ), the deputy president of Shenzhen Kingma Holding Group Company Limited and the general manager of Shenzhen Zhaoshang Anye Investment Development Company Limited* ( ). Mr. Huang has extensive experience in corporate governance and the development of real estate projects. He is currently the general manager of Zhongfang Chaozhou Investment Development Company Limited* ( ), a wholly-owned subsidiary of the Company. 3

4 Non-executive Directors Mr. Yin Zong Chen ( Mr. Yin ), was born in 1964, graduated from Harbin Institute of Technology with a master degree in Architecture and Civil Engineering Professional. Since 1997 to 2003, Mr. Yin had successively held positions as the general manager, deputy secretary of the party general branch and senior engineer in Shenzhen Shen An Enterprises Limited Company* ( ). From 2003 to 2007, Mr. Yin had successively held positions as the director, general manager and senior engineer in Shenzhen Pan-China Group Company Limited* ( Pan-China Group ) ( ). During his tenure of service in Pan-China Group, he has achieved the qualification as a national registered constructor and registered supervision engineer. From 2009 to 2011, Mr. Yin has successively held positions as the deputy general manager and responsible officer of the contracting division in Shenzhen Construction (Group) Company Limited* ( ). Mr. Yin has over 30 years experience in architecture, civil engineering and infrastructure construction. Ms. Li Yu Xiang ( Ms. Li ), was born in She graduated from Henan Radio & Television University with a bachelor s degree in laws in Since 1981, Ms. Li has served as the section officer of Bureau of Justice in Kaifeng City, Henan Province, and the chief lawyer of Henan Rnn He law firm* ( ). Ms. Li is currently the partner of Guangdong Shen Hua law firm* ( ). Ms. Li has extensive experience in finance and capital markets, debts and liabilities, intellectual property rights. Independent Non-executive Directors Mr. Chan Ming Sun Jonathan ( Mr. Chan ), was born in 1972, Mr. Chan graduated from the University of New South Wales, Australia with a Bachelor of Commerce degree in Accounting and Computer Information Systems. He is a fellow of the Hong Kong Institute of Certified Public Accountants and a member of Certified Public Accountants, Australia and a fellow of the Hong Kong Institute of Directors. Mr. Chan has over 20 years of experience in auditing, accounting, investment and financial management. He is currently working at Sprint Asset Management Limited as an investment manager. Mr. Chan is currently an independent non-executive director of (i) Hao Tian Development Group Limited (Stock code: 474) since March 2012; (ii) China Dredging Environment Protection Holdings Limited (Stock code: 871) since November 2012; (iii) Fujian Nuoqi Co., Ltd. (Stock code: 1353) since April 2017; and (iv) Up Energy Development Group Limited (Stock code: 307) since April 2017, the securities of the above companies are listed on the Main Board of the Stock Exchange. He is also an independent non-executive director of Changhong Jiahua Holding Limited (Stock code: 8016) since February 2007 and Dining Concepts Holdings Limited (Stock code: 8056) since July 2016, the securities of which are listed on the GEM of the Stock Exchange. Mr. Chan resigned as independent non-executive director of Beautiful China Holdings Company Limited (Stock code: 706) on 28 February 2014, Focus Media Network Limited (Stock code: 8112) on 27 November 2015, L&A International Holdings Limited (Stock code: 8195) on 3 March 2017 and Far East Holdings International Limited (Stock code: 36) on 18 July

5 Mr. He Qing Jia ( Mr. He ), was born in He graduated from the University of Electronic Science and Technology with a master degree in Measurement Technology and Instruments. Since 2011, Mr. He has worked as the business development manager of Huawei Technologies Company Limited and the assistant of the general manager of Shenzhen Tong Heng Micro Technology Company Limited* ( ). Mr. He has extensive experience in corporate management and managing external relations. Ms. Gao Hong Hong, was born in She graduated from the department of monetary banking under the faculty of finance of Southwestern University of Finance and Economics with a master s degree in economics in Since 1998, she has worked in the business division and dealt with credit business in the international finance division of Bank of China Shenzhen Branch. She successively served as chairman of Bank of China Shenzhen Meili Sub-branch, Bank of China Shenzhen Meilin Sub-branch and Bank of China Shenzhen Shahe Sub-branch. She is currently the assistant to general manager of the asset management centre of Shenzhen Galaxy Financial Holdings Group* ( ). Ms. Gao has extensive experience in investment, financing and asset management. Supervisors Mr. Wang Xing Ye ( Mr. Wang ), was born in He graduated from the Xian University of Technology with a bachelor s degree in economics in 1999 and graduated from Peking University of School of Government with a profession of political science and public administration. Mr. Wang is currently the managing director of Beijing Jade Bird Hengsheng Investment Management Co., Ltd., director of Hebei Beida Jade Bird Universal Fire Alarm Device Co., Ltd., director of Enraytek Optoelectronics Technology (Shanghai) Co., Ltd., director of Ningbo Jade Bird Zhengyuan Equity Interest Investment Management Co., Ltd.* ( ), director of Ningbo Jade Bird Venture Capital Investment Co., Ltd., executive director/general manager of Ningbo Liyuantai Venture Capital Investment Management Co., Ltd., secretary to the board of director/chairman of union of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (Stock code: 8095) and the chairman of the Board of Supervisors of the Company. He has profound experience in investment and financing, asset and business reorganization. Mr. Chen Jun Feng ( Mr. Chen ), was born in 1983, graduated from Southwest University of Political Science & Law with Bachelor of Laws. Since 2008, Mr. Chen has successively served as the assistant to the president of Guangdong Xu Mastery Auction Company Limited* ( ), assistant to the president and legal manager of Guangzhou Sheng Tong property Company Limited* ( ), the director and deputy general manager of Guangdong Gung Ho Equity Fund Limited* ( ) and the director of Zhuhai Kingma Holding Co., Ltd. (stock code: ). He is currently the executive director and general manager of Shenzhen Asia Logistics Company Limited* ( ). Mr. Chen has extensive experience in corporate management and strategic investment. 5

6 Ms. Huang Yong Jing ( Ms. Huang ), was born in Ms. Huang graduated from Zhangzhou University with a bachelor degree in food engineering. Ms. Huang has successively worked as the food inspector in Ximen Entry-Exit Inspection and Quarantine Bureau* ( ), executive manager and deputy general assistant of Shenzhen Pico Investment and Development Company Limited* ( ) and the executive assistant of Shenzhen Anye Property Holdings Limited* ( ). She is currently worked in the integrated management department of the Company. Ms. Huang is experienced in business administration and managing external relations and affairs. Fang Wei Ran ( Mr. Fang ), was born in He graduated from Guangdong Ocean University with Bachelor of Science in Financial Management. He previously worked in Huizhou LCY Rubber Company. He is currently the internal accountant of Zhongfang Chaozhou Investment Development Company Limited, a wholly-owned subsidiary of the Company. Mr. Fang has extensive experience in accounting practices and cost management. Mr. Zhang Yun Feng ( Mr. Zhang ), was born in He graduated from Anhui University of Finance and Economics majoring in commodity science. Mr. Zhang has worked as deputy general manager of the marketing department in the headquarters of the Kunlun Securities Company Limited* ( ), marketing director of Shenzhen sale branch of the Hong Yuan Securities Company Limited* ( ) and the general manager of Anhui Xin Tai Yuan Technology Company Limited* ( ). He is currently the president of Shenzhen Qian Yuan Kun Li Investment Technology Co., Ltd.* ( ). Mr. Zhang has extensive experience in capital management. Save as disclosed in this announcement, none of proposed Directors and Supervisors holds any interests or short positions in any shares, underlying shares or debentures of the Company which are required to be disclosed under Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). Save as disclosed in this announcement, none of the proposed Directors and Supervisors holds any other position with the Company or other members of the Group nor do they have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company or any of their associates (as defined in the Listing Rules). Save as disclosed in this announcement, none of the proposed Directors and Supervisors has held any position in other companies listed on the Stock Exchange or any other securities market for the last three years. In addition, there is no other information in relation to the proposed Directors and Supervisors which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Listing Rules nor are they involved in any of the matters required to be disclosed pursuant to the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company. Each of proposed Directors and Supervisors will enter into a service contract with the Company for a term of three years after the proposed ordinary resolutions regarding their reelection being passed at the EGM. The appointment of Directors and Supervisors will be for a term of three years commencing from 12 February 2018 and expiring on 11 February

7 The proposed emoluments of the proposed Directors, namely Mr. Huang Zhen Kun, Mr. Yin Zong Chen, Mr. He Qing Jia and Ms. Li Yu Xiang are proposed to be RMB30,000 per annum; the proposed emoluments of proposed Director Ms. Gao Hong Hong will be RMB60,000 per annum; the proposed emoluments of proposed Directors namely Mr. Zhang Jing Ming and Mr. Deng Xiao Gang will be RMB100,000 per annum; the proposed emoluments of proposed Directors namely Mr. Chan Ming Sun Jonathan will be RMB120,000 per annum; the proposed emoluments of proposed Supervisors namely Ms. Huang Yong Jing, Mr. Zhang Yun Feng, Mr. Fang Wei Ran and Mr. Chen Jun Feng will be RMB10,000 per annum; and the proposed emoluments proposed Supervisor Mr. Wang Xing Ye will be RMB15,000 per annum. The proposed emoluments for the proposed Directors and Supervisors are determined on the basis of prevailing market rate, scope of work, level of involvement, experience, seniority and the recommendation of the remuneration committee of the Company. EXTRAORDINARY GENERAL MEETING According to the Articles of Association, the re-election and appointment of all Directors, independent Supervisors and the shareholder representative Supervisors are subject to the approval of the Shareholders by way of ordinary resolutions at a general meeting. Details of the relevant resolutions will be set out in the notice for convening the EGM for the purpose of the proposed appointment and re-election of Directors and Supervisors to be dispatched to the Shareholders as soon as practicable. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings. Articles of Association Board Company Director(s) Domestic Share(s) EGM Group Hong Kong the articles of association of the Company the board of Directors Shenyang Public Utility Holdings Company Limited means the directors of the Company domestic share(s) with a nominal value of RMB1 each in the share capital of the Company which are subscribed for in RMB an extraordinary general meeting of the Company to be convened and held to approve the proposed re-election of Directors and Supervisor the Company and its subsidiaries the Hong Kong Special Administrative Region of the People s Republic of China 7

8 H-Share(s) Listing Rules PRC RMB Share Shareholder(s) Stock Exchange Supervisors ordinary share(s) of RMB1 each in the share capital of the Company the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China Renminbi, the lawful currency of the PRC H-Share(s) and Domestic Share(s) holder(s) of the Shares The Stock Exchange of Hong Kong Limited supervisors of the Company Shenyang, the PRC, 22 December 2017 By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman As at the date of this announcement, the executive directors of the Company are Mr. Zhang Jing Ming, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun, the non-executive directors are Mr. Yin Zong Chen and Ms. Li Yu Xiang and the independent non-executive directors are Mr. Chan Ming Sun Jonathan, Mr. He Qing Jia and Mr. Yu Guan Jian. * English translation for identification purpose only 8