Securities code: 688285 securities abbreviation: China Railway High-Speed Electrification Equipment Corporation Limited(688285) Announcement No.: 2022-005 China Railway High-Speed Electrification Equipment Corporation Limited(688285)
Announcement on resignation of independent directors, nomination of independent directors and appointment of deputy general manager and chief accountant of the company
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Resignation of independent directors of the company
China Railway High-Speed Electrification Equipment Corporation Limited(688285) (hereinafter referred to as " China Railway High-Speed Electrification Equipment Corporation Limited(688285) " or "the company") recently received a written resignation report from Ms. Fang Kun. For personal reasons, Ms. Fang Kun applied to resign from the independent director of the company and the relevant positions of the professional committee of the board of directors. After her resignation, Ms. Fang Kun no longer held any position in the company.
Since Ms. Fang Kun's resignation will cause the number of independent directors of the company to be less than one-third of the total number of members of the board of directors, in accordance with the company law, the stock listing rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, Ms. Fang Kun's resignation will take effect after the new independent director is elected at the general meeting of the company. Before that, Ms. Fang Kun will continue to perform relevant duties such as independent directors and members of special committees of the board of directors in accordance with relevant laws and regulations and the articles of association.
As of the disclosure date of this announcement, Ms. Fang Kun did not hold the company's shares, and there were no commitments that should be fulfilled but not fulfilled.
During her tenure as an independent director of the company, Ms. Fang Kun worked diligently and played a positive role in the standardized operation and healthy development of the company. Here, the company and the board of directors express their heartfelt thanks to Ms. Fang Kun for her contributions to the company during her tenure!
2、 By election of independent directors of the company
In order to ensure the normal operation of the company's board of directors, the company held the 9th meeting of the second board of directors on December 30, 2021, deliberated and adopted the proposal on nominating independent directors of the company. Upon review by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Xu Binghui (with resume attached) as the candidate for independent director of the second board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the expiration of the second board of directors.
Independent director candidate Mr. Xu Binghui has not obtained the independent director qualification certificate, and has promised to participate in the latest independent director qualification training and video learning course for independent directors of science and Innovation Board held by Shanghai Stock Exchange after this nomination, and obtain the independent director qualification certificate and video learning course certificate for independent directors of science and innovation board. Their qualifications need to be reviewed by Shanghai Stock Exchange and submitted to the general meeting of shareholders for deliberation after there is no objection. 3、 Appointment of deputy general manager of the company
According to the needs of the company's operation and development, the company held the 9th meeting of the second board of directors on December 30, 2021, deliberated and adopted the proposal on the appointment of the company's deputy general manager. After the review of the nomination committee of the board of directors, the board of directors of the company agreed to appoint Mr. Feng Delin as the deputy general manager of the company, and the term of office starts from the date of approval by the board of directors.
As of the disclosure date of this announcement, Mr. Feng Delin does not hold the company's shares, has no relationship with the company's controlling shareholders, actual controllers, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers, has not been punished by the CSRC and other relevant departments and the stock exchange, and is not a person subject to dishonesty, Nor is there any case of being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for inspection by CSRC due to suspected violations of laws and regulations, and meeting the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents and other provisions of the exchange.
4、 Appointment of chief accountant of the company
According to the needs of the company's operation and development, the company held the 9th meeting of the second board of directors on December 30, 2021, deliberated and adopted the proposal on the appointment of the company's chief accountant. After the review of the nomination committee of the board of directors, the board of directors of the company agreed to appoint Mr. Wang XUCE as the chief accountant of the company, and the term of office starts from the date of approval by the board of directors.
As of the disclosure date of this announcement, Mr. Wang XUCE does not hold the company's shares, has no relationship with the company's controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers, has not been punished by the CSRC and other relevant departments and the stock exchange, and is not a person subject to dishonesty, Nor is there any case of being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for inspection by CSRC due to suspected violations of laws and regulations, and meeting the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents and other provisions of the exchange.
5、 Opinions of independent directors
1. Independent opinions on the appointment of deputy general manager of the company
After careful examination of Mr. Feng Delin's educational background and work experience, it is not found that Mr. Feng Delin is not allowed to serve as a senior manager of a listed company as stipulated in the company law and the articles of association, and there is no case that he is determined as a market prohibited person by the CSRC and the prohibition has not been lifted, Nor are there any other circumstances under which he may not serve as a senior manager of a listed company. According to his educational background, working experience, professional ability and professional quality, we believe that Mr. Feng Delin meets the qualifications and conditions for serving as senior managers of listed companies stipulated by relevant laws, administrative regulations and China Securities Regulatory Commission and Shanghai Stock Exchange, has the professional knowledge, performance ability and qualification to serve as Deputy general manager of the company, and is competent for his post responsibilities. Meanwhile, the relevant procedures for the appointment of the company's deputy general manager comply with relevant laws, regulations and the articles of association. It is agreed that the board of directors shall appoint Mr. Feng Delin as the deputy general manager of the company.
2. Independent opinions on the appointment of the company's chief accountant
After careful examination of Mr. Wang XUCE's educational background and work experience, it is not found that Mr. Wang XUCE is not allowed to serve as a senior manager of a listed company as stipulated in the company law and the articles of association, and there is no case that Mr. Wang XUCE is determined as a market prohibited person by the CSRC and the prohibition has not been lifted, Nor are there any other circumstances under which he may not serve as a senior manager of a listed company. According to his educational background, working experience, professional ability and professional quality, we believe that Mr. Wang XUCE meets the qualifications and conditions for serving as senior managers of listed companies stipulated by relevant laws, administrative regulations and China Securities Regulatory Commission and Shanghai Stock Exchange, has the professional knowledge, performance ability and qualification to serve as the chief accountant of the company, and is competent for his post responsibilities. Meanwhile, the relevant procedures for the appointment of the company's chief accountant comply with relevant laws, regulations and the articles of association. It is agreed that the board of directors shall appoint Mr. Wang XUCE as the chief accountant of the company.
3. Independent opinions on nominating candidates for independent directors of the company
Mr. Xu Binghui has the qualifications and conditions to serve as an independent director of a listed company, has the ability to perform his duties, and has not found any situation prohibited by relevant laws and regulations, and has not been identified as a market prohibited person by the CSRC and has not been lifted. The procedures for nominating independent director candidates this time comply with the relevant provisions of laws and regulations and the articles of association. The voting procedures of the board of directors are legal and effective. It is agreed that the board of directors nominate Mr. Xu Binghui as the independent director candidate of the second board of directors of the company, and it is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
China Railway High-Speed Electrification Equipment Corporation Limited(688285) attachment of the board of directors on January 4, 2022: resume of independent director candidates
Resume of Mr. Xu Binghui
Mr. Xu Binghui, born in February 1960, Chinese nationality, without overseas permanent residency, master's degree, senior accountant, senior Chinese certified public accountant, non practicing appraiser and tax agent. From February 1981 to August 1988, served as a teacher of Electrotechnics in northwest electric power construction technical school; From September 1988 to April 1995, he served as a lecturer in financial accounting in Shaanxi School of Finance and economics; From May 1995 to April 1996, served as department manager in Shenzhen Nanfang certified public accountants firm; From May 1996 to December 1998, he served as the director and chief accountant of Shaanxi Huaqin certified public accountants; From January 1999 to August 2009, he served as deputy chief accountant of Shanghai Donghua certified public accountants Co., Ltd. and deputy director of Shaanxi Wulian branch; He has been an audit partner in Xi'an Branch of ShineWing certified public accountants since September 2009; From October 2015 to October 2018, he concurrently served as a director of Xi'an Steel Research functional materials Co., Ltd; From January 2015 to September 2021, he concurrently served as Shaanxi Xinghua Chemistry Co.Ltd(002109) independent director; From December 2021 to now, he has served as the director of Puhui financial management service center in Fengxi new town, Xixian new area. Attachment: resume of deputy general manager
Resume of Mr. Feng Delin
Mr. Feng Delin, born in February 1973, Chinese nationality, without overseas permanent residency, bachelor degree, political engineer. From August 1993 to October 2007, he successively served as heat treatment worker, party office officer, Youth League secretary and party office officer, Youth League secretary and deputy director of the general office, branch secretary and deputy director of the fourth branch, and branch secretary and deputy director of the machining workshop of Jintai branch; From October 2007 to September 2017, he successively served as director of the general office of Baoji Equipment Jintai branch, deputy director of Jintai branch, deputy director of the company's office and deputy director of the company's office, and also served as Deputy Secretary of the company's general Party branch, director of the party masses work Department, director of the Party committee office and director of the company's office; From September 2017 to July 2019, he served as general manager of baodeli and Deputy Secretary of the general Party branch; From April 2019 to July 2019, he served as secretary of China Railway High-Speed Electrification Equipment Corporation Limited(688285) Discipline Inspection Commission and chairman of trade union; From July 2019 to June 2020, he served as China Railway High-Speed Electrification Equipment Corporation Limited(688285) Deputy Secretary of the Party committee, Secretary of the Discipline Inspection Commission and chairman of the trade union; From June 2020 to December 2020, he served as China Railway High-Speed Electrification Equipment Corporation Limited(688285) Deputy Secretary of the Party committee, Secretary of the Discipline Inspection Commission, chairman of the trade union and director of the employee representative; From January 2021 to now, he has served as China Railway High-Speed Electrification Equipment Corporation Limited(688285) trade union chairman and employee representative director.
Attachment: resume of chief accountant
Resume of Mr. Wang XUCE
Mr. Wang XUCE, born in October 1984, Chinese nationality, without overseas permanent residency, bachelor degree, senior accountant. From August 2007 to July 2008, he served as an intern in the Finance Department of Baoji Equipment Factory; From August 2008 to April 2011, he served as an assistant accountant in the Finance Department of Baoji Equipment Factory; From May 2011 to March 2018, served as deputy director of Finance Department of Baoji Equipment Factory; From March 2018 to January 2019, served as China Railway High-Speed Electrification Equipment Corporation Limited(688285) deputy director of finance department; From January 2019 to February 2019, served as deputy director of China Railway High-Speed Electrification Equipment Corporation Limited(688285) capital operation Department (presiding over the work); From February 2019 to July 2020, served as director of China Railway High-Speed Electrification Equipment Corporation Limited(688285) capital operation Department; From August 2020 to June 2021, served as director of China Railway High-Speed Electrification Equipment Corporation Limited(688285) finance department and director of capital operation Department; From June 2021 to now, he has served as China Railway High-Speed Electrification Equipment Corporation Limited(688285) deputy chief accountant, director of finance department and director of capital operation Department.
