Securities Announcement No.: 695-0005}
Announcement of resolutions of the board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Tianjin Binhai Energy & Development Co.Ltd(000695) the board of directors issued a notice on January 29, 2022, and held the 14th meeting of the 10th board of directors in the form of on-site + communication meeting on February 9. The company had 9 directors and 9 directors attended the meeting. Members of the board of supervisors, the Secretary of the board of directors, senior managers and relevant personnel of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Jia Yunshan, chairman of the board. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
After deliberation, the meeting adopted the following proposals:
1. Proposal to elect Mr. Jia Yunshan as the chairman of the company;
The meeting deliberated and adopted it with 9 affirmative votes, 0 negative votes and 0 abstention.
In accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association, Mr. Jia Yunshan was elected as the chairman of the company.
2. Proposal on the list of members of each special committee of the board of directors of the company;
The meeting deliberated and adopted it with 9 affirmative votes, 0 negative votes and 0 abstention.
In accordance with the articles of association, the standards for the governance of listed companies and other relevant provisions, the list of members of the strategy committee, the audit committee, the remuneration and assessment committee and the nomination committee of the board of directors of the company was reviewed and approved.
The list of members of the special committee of the board of directors of the company is as follows:
Strategy Committee of the board of directors
Director: Mr. Jia Yunshan
Members: Mr. Xian Guoming, Mr. Fan Dengyi, Ms. Li Shengnan, Mr. Yuan Xixian, Mr. Wei Wei
Audit Committee of the board of directors
Director: Ms. Li Shengnan
Members: Mr. Jia Yunshan, Mr. Xian Guoming, Mr. Fan Dengyi
Remuneration and assessment committee of the board of directors
Director: Mr. Fan Dengyi
Members: Mr. Jia Yunshan, Mr. Xian Guoming, Ms. Li Shengnan
Nomination Committee of the board of directors
Director: Mr. Xian Guoming
Members: Mr. Jia Yunshan, Mr. Fan Dengyi, Ms. Li Shengnan and Ms. Sun Jing
3. Proposal on the appointment of the general manager and the Secretary of the board of directors;
The meeting deliberated and adopted it with 9 affirmative votes, 0 negative votes and 0 abstention.
According to the relevant provisions of the company law and the articles of association, the board of directors of the company agreed to appoint Mr. Hou Xuzhi as the general manager and Secretary of the board of directors upon the nomination of Mr. Jia Yunshan, chairman of the board of directors and the review of the nomination committee of the board of directors.
The independent directors expressed their independent opinions on the proposal of the company to appoint the general manager and the Secretary of the board of directors.
4. Proposal on the appointment of the company’s chief financial officer.
The meeting deliberated and adopted it with 9 affirmative votes, 0 negative votes and 0 abstention.
According to the relevant provisions of the company law and the articles of association, Mr. Hou Xuzhi, the general manager of the company, was nominated and reviewed by the nomination committee of the board of directors. The board of directors of the company agreed to appoint Mr. Li Chao as the chief financial officer of the company.
The independent directors expressed their independent opinions on the proposal of appointing the chief financial officer of the company. 5. Proposal on appointing the person in charge of the internal audit department of the company;
The meeting deliberated and adopted it with 9 affirmative votes, 0 negative votes and 0 abstention.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, it is agreed to appoint Ms. fan Na as the head of the internal audit department of the company.
6. Proposal for the company and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. to sign the framework agreement on daily connected transactions in 2022;
The meeting considered and adopted it with 8 affirmative votes, 0 negative votes and 0 abstention.
This proposal is a related party transaction, and the independent directors of the company have approved and expressed their independent opinions on the related party transaction in advance. Mr. Wei Wei, a related director involved in this transaction, abstained from voting. According to the Listing Rules of Shenzhen Stock Exchange, this proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details of the above proposals, please refer to the announcement on by election of non independent directors, election of chairman of the board of directors and adjustment of members of special committees of the board of directors (Announcement No.: 2022-015), announcement on adjustment of senior managers and heads of the internal audit department of the company (Announcement No.: 2022-017) disclosed by the board of directors on the same day Announcement on Forecast of daily connected transactions in 2022 (Announcement No.: 2022-018).
It is hereby announced
Tianjin Binhai Energy & Development Co.Ltd(000695) board of directors
February 10, 2022
