Securities code: Shanxi Coal International Energy Group Co.Ltd(600546) securities abbreviation: Shanxi Coal International Energy Group Co.Ltd(600546) Announcement No.: Lin 2022008 Shanxi Coal International Energy Group Co.Ltd(600546)
Announcement of resolutions of the first meeting of the eighth board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as “the company”) the notice of the first meeting of the eighth board of directors (hereinafter referred to as “the meeting”) was sent to all directors of the company in the form of delivery, fax and e-mail on February 18, 2022. The meeting was held in the conference room on floor 4, block B, Century Plaza, No. 115, Changfeng street, Taiyuan on March 1, 2022 in the form of on-site and online video. There are 11 directors who should vote at this meeting and 11 directors who actually vote. The convening, convening and voting procedures of the meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association. The meeting was presided over by Mr. Wang Weimin, chairman of the company. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. After careful deliberation by the directors attending the meeting, the resolutions of the board of directors are as follows: I. the proposal on electing the chairman of the company was deliberated and adopted
In accordance with the company law and other relevant laws, regulations, normative documents and the articles of association, Mr. Wang Weimin was elected as the chairman of the eighth board of directors of the company. The chairman of the board of directors shall take office from the date of adoption of this resolution, and his term of office shall expire at the expiration of this board of directors. The specific functions and powers of the chairman shall be determined in accordance with the articles of association and other standardized operation systems of the company. See Annex I for the resume of Mr. Wang Weimin.
Voting results: 11 in favor, 0 against and 0 abstention.
2、 Deliberated and passed the proposal on the election of members of special committees of the board of directors of the company
In accordance with the articles of association and the working rules of the special committees of the board of directors, the company elected the members of the strategy committee of the eighth board of directors, the nomination committee of the board of directors, the audit committee of the board of directors, the remuneration and assessment committee of the board of directors and the work safety and Environmental Protection Committee of the board of directors.
The members of the special committees of the 8th board of directors of the company are as follows:
(I) members of the strategy committee of the board of directors
The strategy committee is composed of non independent directors Wang Weimin, Wu Haijun and Liu Qi, of which Wang Weimin is the chairman.
(II) members of the nomination committee of the board of directors
The nomination committee is composed of independent directors Xin maoxun, Xue Jianlan and Wu Qiusheng, non independent directors Wang Weimin and Wang Shasha, of which Xin maoxun is the chairman.
(III) members of the audit committee of the board of directors
The audit committee is composed of independent directors Li Yumin, Wu Qiusheng and non independent director Liu Qi, of which Li Yumin is the chairman.
(IV) members of the remuneration and assessment committee of the board of directors
The remuneration and assessment committee is composed of independent directors Xue Jianlan and Li Yumin and non independent director Wang Shasha, of which Xue Jianlan is the chairman.
(V) members of the work safety and Environmental Protection Committee of the board of directors
The work safety and environmental protection committee is composed of non independent directors Wu Haijun, Liu Qi and independent director Xin maoxun, of which Wu Haijun is the chairman.
Voting results: 11 in favor, 0 against and 0 abstention.
3、 Deliberated and passed the proposal on the appointment of the general manager of the company
Due to the change of the company’s management, Mr. Wu Haijun was appointed as the general manager of the company upon the nomination of the chairman of the company. The term of office is the same as that of the current board of directors. See Annex II for the resume of Mr. Wu Haijun.
The independent directors of the company expressed the following independent opinions: After reviewing Mr. Wu Haijun’s personal resume and other relevant materials, we believe that Mr. Wu Haijun’s educational background, working experience, professional ability and professional quality can meet the requirements of the post responsibilities employed, It is not found that the company law and the articles of association stipulate that they are not allowed to serve as senior managers, and that they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted. The appointment has been reviewed and approved by the nomination committee of the board of directors. The nomination, recommendation, deliberation and voting procedures of Mr. Wu Haijun by the board of directors comply with the provisions of the company law and the articles of association. Agree to appoint Mr. Wu Haijun as the general manager of the company.
Voting results: 11 in favor, 0 against and 0 abstention.
4、 Deliberated and passed the proposal on the appointment of deputy general manager and chief financial officer of the company
Due to the change of the company’s management, Mr. Liu Qi, Mr. Fu Zhonghua, Mr. Han Lei and Mr. Song Guozhong were appointed as the company’s deputy general manager and Ms. Wu Yan was appointed as the company’s chief financial officer. The term of office is the same as that of the current board of directors. The resumes of Mr. Liu Qi, Mr. Fu Zhonghua, Mr. Han Lei, Mr. Song Guozhong and Ms. Wu Yan are shown in Annex III.
The independent directors of the company expressed the following independent opinions: After reviewing the personal resumes of Mr. Liu Qi, Mr. Fu Zhonghua, Mr. Han Lei, Mr. Song Guozhong, Ms. Wu Yan and other relevant materials, we believe that the above-mentioned employees’ educational background, employment experience, professional ability and professional quality can meet the requirements of the post responsibilities, It is not found that the company law and the articles of association stipulate that they are not allowed to serve as senior managers, and that they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted. The appointment has been reviewed and approved by the nomination committee of the board of directors of the company, and the nomination, recommendation, deliberation and voting procedures of the board of directors for the above appointed personnel comply with the provisions of the company law and the articles of association. It is agreed to appoint Mr. Liu Qi, Mr. Fu Zhonghua, Mr. Han Lei and Mr. Song Guozhong as the deputy general manager of the company and Ms. Wu Yan as the chief financial officer of the company.
Voting results: 11 in favor, 0 against and 0 abstention.
5、 Deliberated and passed the proposal on appointing the Secretary of the board of directors of the company
Due to the change of the company’s management, Ms. Wu Yan is appointed as the Secretary of the board of directors of the company according to the nomination of the chairman of the company, and the term of office is the same as that of the current board of directors. See Annex III for the resume of Ms. Wu Yan.
The independent directors of the company expressed the following independent opinions: After reviewing Ms. Wu Yan’s personal resume and other relevant materials, we believe that Ms. Wu Yan’s educational background, employment experience, professional ability and professional quality can meet the requirements of the post responsibilities employed, and Ms. Wu Yan has obtained the qualification of secretary of the board of directors. It is not found that the company law and the articles of association stipulate that they are not allowed to serve as senior managers, and that they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted. The appointment has been reviewed and approved by the nomination committee of the board of directors, and the nomination, recommendation, deliberation and voting procedures of Ms. Wu Yan by the board of directors comply with the provisions of the company law and the articles of association. Agree to appoint Ms. Wu Yan as the Secretary of the board of directors of the company.
Voting results: 11 in favor, 0 against and 0 abstention.
6、 Deliberated and passed the proposal on the appointment of securities affairs representatives of the company
According to the company’s management needs, the company appoints Ms. Han Peng as the company’s securities affairs representative to assist the Secretary of the board of directors in performing his duties. The term of office is the same as that of the current board of directors. See Annex IV for the resume of Ms. Han Peng.
Voting results: 11 in favor, 0 against and 0 abstention.
It is hereby announced.
Shanxi Coal International Energy Group Co.Ltd(600546) board of directors
March 1, 2022
Annex I:
Resume of Mr. Wang Weimin
Wang Weimin, male, Han nationality, born in January 1966, has a master’s degree, is a member of the Communist Party of China and a senior accountant. He once served as the chairman of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Financing Guarantee Co., Ltd., the director of Shanxi China Coal Huajin Energy Co., Ltd., the chairman of the board of supervisors of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Rizhao Co., Ltd., the chairman of the board of supervisors of Shanxi Coking Coal Energy Group Co.Ltd(000983) transportation Energy Investment Co., Ltd., the director of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Finance Co., Ltd., and the director of the Finance Department of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd, Director and deputy general manager of Shanxi coal import and Export Group Co., Ltd. He is currently a member of the Standing Committee of the Party committee and deputy general manager of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd., deputy secretary of the Party committee, vice chairman and general manager of Shanxi coal import and Export Group Co., Ltd., Secretary of the Party committee and chairman of Shanxi Coal International Energy Group Co.Ltd(600546) Group Co., Ltd.
Annex II:
Resume of Mr. Wu Haijun
Wu Haijun, male, Han nationality, born in April 1973, bachelor degree, CPC member and senior engineer. He used to be Secretary of the Party branch, chairman and manager of Zuoyun Changchun Xingmei Co., Ltd. of Shanxi coal import and Export Group, executive director and manager of Zhongbei coal storage and Transportation Co., Ltd. of Shanxi coal import and Export Group, member of the Party committee, director, deputy general manager and general manager of Shanmei Group Coal Management Co., Ltd., member of the Party committee and deputy general manager of Shanxi Coal International Energy Group Co.Ltd(600546) coal branch, Shanxi Coal International Energy Group Co.Ltd(600546) Party committee member, deputy general manager, director of work safety supervision and Administration Bureau. He is currently the deputy secretary, director and general manager of Shanxi Coal International Energy Group Co.Ltd(600546) Party committee and the Secretary and general manager of Shanxi Coal International Energy Group Co.Ltd(600546) coal branch.
Annex III:
Resume of senior management
Liu Qi, male, Han nationality, born in April 1981, has a master’s degree, a member of the Communist Party of China and a political engineer. He used to be the director of coal coke Distribution Department of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group International Development Co., Ltd. and the manager of Shanxi Coal International Energy Group Co.Ltd(600546) coal sales branch. He is now a member of the Party committee, director and deputy general manager of Shanxi Coal International Energy Group Co.Ltd(600546) Trading Branch, Secretary of the Party committee and general manager of Shanxi Coal International Energy Group Co.Ltd(600546) Trading Branch, and chairman of Shanmei products environmental protection energy (Zhejiang) Co., Ltd.
Fu Zhonghua, male, Han nationality, born in October 1975, bachelor degree, CPC member and senior engineer. He once served as deputy safety manager, executive deputy manager, deputy secretary of the Party committee and vice chairman of Shanxi Changzhi Jingfang Coal Industry Co., Ltd., Party branch secretary, chairman, manager and mine director of zuoyundeng Gucheng Coal Industry Co., Ltd. of Shanxi coal import and export group. He is currently a member of the Party committee and deputy general manager of Shanxi Coal International Energy Group Co.Ltd(600546) coal industry branch, deputy secretary of the Party committee and deputy general manager of Shanxi Coal International Energy Group Co.Ltd(600546) coal industry branch, Secretary of the Party committee and chairman of Shanxi Changzhi Jingfang Coal Industry Co., Ltd.
Han Lei, male, Han nationality, born in November 1978, has a doctoral degree, is a member of the Communist Party of China and a senior engineer. He once served as deputy chief engineer of Sanjiaohe coal mine production of Huozhou Coal Power Group, chief engineer of pangta coal mine of Huozhou coal power LV linneng Chemical Co., Ltd., member of the Party committee, director, chief engineer and deputy general manager of production of Shanmei Group Coal Management Co., Ltd., and executive deputy director of Safety Supervision Bureau of Shanxi coal import and Export Group Co., Ltd. At present, he is the deputy general manager and chief engineer of Shanxi Coal International Energy Group Co.Ltd(600546) coal industry branch, member of the Party committee and deputy general manager of Shanxi Coal International Energy Group Co.Ltd(600546) coal industry branch.
Song Guozhong, male, Han nationality, born in December 1986, bachelor degree, CPC member and accountant. He used to be the deputy chief of the Finance Department of Shanxi coal import and Export Group Puxian wanjiazhuang Coal Industry Co., Ltd., and the manager and chief financial officer of the Finance Department of Taihang Shipping Co., Ltd. Currently, he is the deputy general manager of Shanxi Coal International Energy Group Co.Ltd(600546) marine transportation company, the Secretary and manager of the general Party branch of Shanxi Coal International Energy Group Co.Ltd(600546) marine transportation company, and the Secretary and chairman of the Party branch of Taihang Shipping Co., Ltd.
Wu Yan, female, Han nationality, born in October 1976, has a master’s degree, a member of the Communist Party of China, a senior accountant and a certified public accountant. He once served as deputy director of Finance Department of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group International Development Co., Ltd., director of Comprehensive Department of financial management center of Shanxi coal import and Export Group Co., Ltd., chief financial officer of Shanxi coal agricultural development Co., Ltd., deputy director of financial management center of Shanxi coal import and export Group Co., Ltd., and chief financial officer of international trade branch of Shanxi coal import and export group. He is currently Shanxi Coal International Energy Group Co.Ltd(600546) director, Secretary of the board of directors and chief financial officer.
Annex IV:
Resume of Ms. Han Peng
Han Peng, female, Han nationality, born in February 1975, holds a master’s degree, is a member of the Communist Party of China and a senior accountant. He once served as vice minister of Shanxi Coal International Energy Group Co.Ltd(600546) securities affairs department. Currently, he is the head of Shanxi Coal International Energy Group Co.Ltd(600546) securities affairs department and the representative of securities affairs.