Securities code: China Tungsten And Hightech Materials Co.Ltd(000657) securities abbreviation: China Tungsten And Hightech Materials Co.Ltd(000657) Announcement No.: 202210 China Tungsten And Hightech Materials Co.Ltd(000657)
Announcement on the general election 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.
China Tungsten And Hightech Materials Co.Ltd(000657) (hereinafter referred to as “the company”) convened the 30th (Interim) meeting of the 9th board of directors on March 15, 2022, and deliberated and adopted the proposal on nominating candidates for directors of the 10th board of directors. In view of the expiration of the term of office of the ninth board of directors of the company, in accordance with the company law, the articles of association and other relevant provisions, the board of directors of the company plans to conduct a general election. The specific circumstances are hereby announced as follows:
1、 General election of the board of directors
The 10th board of directors of the company consists of 7 directors, including 4 non independent directors and 3 independent directors. According to relevant regulations, the nomination committee of the board of directors conducted qualification examination on the candidates for directors, and the board of directors agreed to nominate Li Zhongze, Deng Chuping, Du Weiwu and Xie Kant as candidates for non independent directors of the 10th board of directors of the company; It is agreed to nominate Xu Changlong, Yang Rudai and Qu xuanhui as candidates for independent directors of the 10th board of directors of the company. The resumes of the above candidates are detailed in the annex. Independent director candidates Xu Changlong, Yang Rudai and Qu xuanhui have obtained the qualification certificate of independent director, among which Mr. Xu Changlong is an accounting professional. According to relevant regulations, the qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only if there is no objection.
The above-mentioned candidates for directors meet the qualifications of directors of the company, and are not found to be prohibited from serving as directors of the company in accordance with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, etc. they are not dishonest Executees. According to the relevant provisions of the company law, the articles of association and other laws, regulations and rules, the election of directors shall be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the cumulative voting system shall be adopted to vote on the candidates for non independent directors and independent directors respectively. The term of office of the 10th board of directors of the company shall be three years from the date of deliberation and approval by the general meeting of shareholders.
After the above director candidates are elected, the number of directors of the 10th board of directors and senior managers of the company shall not exceed half of the total number of members of the board of directors, and the number of independent directors shall not be less than one-third of the total number of members of the board of directors.
2、 Opinions of independent directors
The independent directors of the company reviewed the nomination, voting procedures and qualifications of candidates for directors of the board of directors, and expressed their agreed independent opinions. For details, see the independent opinions of independent directors on nominating candidates for directors of the 10th board of directors (Announcement No.: 202216) disclosed by the company on cninfo.com on the same day.
3、 Other instructions
In order to ensure the normal operation of the board of directors, before the new director takes office, the directors of the ninth board of directors of the company will continue to perform their duties in accordance with the requirements of laws and regulations, normative documents and the provisions of the articles of association. Mr. Yi Danqing, an independent director of the ninth board of directors of the company, will no longer serve as an independent director of the company or any other position of the company after the establishment of the new board of directors because he has served in the company for six consecutive years.
The company expresses its heartfelt thanks to all directors of the 9th board of directors for their diligent work and contributions to the company during their tenure.
It is hereby announced.
Attachment: resume of candidates for the 10th board of directors
China Tungsten And Hightech Materials Co.Ltd(000657) board of directors March 16, 2002 Annex:
Resume of candidates for the 10th board of directors
1、 Resume of non independent director candidates
Mr. Li Zhongze, born in 1969, is a senior engineer. He is currently the chairman of the company. Mr. Li graduated from Peking University with a bachelor’s degree in classical literature in 1991; In 2008, he obtained the master of Business Administration (EMBA) degree of senior managers from Peking University. Mr. Li joined China National Metals and Minerals Import and Export Corporation (now China Minmetals Group Co., Ltd.) in 1991. He once served as deputy general manager of Minmetals Nonferrous Metals Co., Ltd., deputy general manager of Minmetals Nonferrous Metals Holding Co., Ltd. and chairman of Minmetals Salt Lake Co., Ltd., vice president of Minmetals Economic Research Institute, etc. Since 2016, he has served as chairman of Zhuzhou Cemented Carbide Group Co., Ltd., vice president and chairman of the presidium of China Tungsten Industry Association.
As of the date of this announcement, Mr. Li Zhongze holds the company’s shares (restricted shares) due to the implementation of equity incentive by the company; The relationship between Mr. Li Zhongze and the controlling shareholder and actual controller of the company is that he is also the chairman of Hunan Shizhuyuan Nonferrous Metals Co., Ltd., the executive director, general manager and legal representative of Minmetals tungsten Group Co., Ltd; He has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and there is no situation that he shall not be nominated as a director or supervisor as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 – standardized operation of listed companies on the main board.
In accordance with the joint documents issued by the eight ministries and commissions and the requirements of the CSRC, the company logged in to the “China implementation information disclosure network” for verification and confirmed that Mr. Li Zhongze was not a dishonest person to be executed.
Mr. Xie Kant, born in 1963, is a senior engineer. He is currently the director and general manager of the company. Mr. Xie graduated from Central South University with a bachelor’s degree in powder metallurgy in 1984; In 2010, he received a master’s degree in Business Administration from the University of Electronic Science and technology. Mr. Xie joined Zhuzhou Cemented Carbide factory (now Zhuzhou Cemented Carbide group) in 1984 and served as assistant general manager of Zhuzhou Cemented Carbide Group Co., Ltd., general manager of tantalum niobium division, general manager of Zigong Cemented Carbide Co., Ltd. and general manager of Zhuzhou Cemented Carbide Group Co., Ltd. Since 2016, he has served as vice chairman of Zhuzhou Cemented Carbide Group Co., Ltd., chairman of Shenzhen Jinzhou Precision Technology Co., Ltd., Zigong Great Wall Equipment Technology Co., Ltd. and China Tungsten rare metal new materials (Hunan) Co., Ltd., vice chairman of the Council of China Nonferrous Metals Society, and representative of the 16th People’s Congress of Zhuzhou.
As of the date of this announcement, Mr. Xie Kant holds the company’s shares (restricted shares) due to the implementation of equity incentive by the company; There is no relationship with the controlling shareholder; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no circumstance in which a director or supervisor may not be nominated as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self regulation No. 1 – standardized operation of listed companies on the main board.
According to the joint documents issued by the eight ministries and commissions and the requirements of the CSRC, the company logged in to the “China implementation information disclosure network” for verification and confirmed that Mr. Xie Kant was not a dishonest executee.
Mr. Deng Chuping, born in 1962, is a professor level senior engineer and is currently a director of the company.
Deng Xian was born in 1983 and graduated from Central South University with a bachelor’s degree in materials science and engineering; In 2005, he received a master’s degree in Business Administration from Hunan University; In 2010, he received a doctorate in material science and engineering from Central South University. Mr. Deng once served as a director of Hunan Hunan Valin Steel Co.Ltd(000932) Group Co., Ltd., a director of Valin Pipeline Co., Ltd., the general manager and chairman of Hunan Ferroalloy Group Co., Ltd., the general manager and chairman of Minmetals (Hunan) Ferroalloy Co., Ltd., and Minmetals Development Co.Ltd(600058) deputy general manager. He is now the full-time director and supervisor of China Minmetals Group Co., Ltd., part-time professor of Central South University, China Minmetals Rare Earth Co.Ltd(000831) director, chairman of Minmetals Yingkou Medium Plate Co., Ltd., director of Changsha Mining and Metallurgy Research Institute Co., Ltd. and chairman of the board of supervisors of Minmetals Mining Holdings Co., Ltd.
As of the date of this announcement, Mr. Deng Chuping did not hold shares of the company; The relationship with the controlling shareholder and actual controller of the company is the current full-time director and supervisor of China Minmetals Group Co., Ltd; He has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and there is no situation that he shall not be nominated as a director or supervisor as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 – standardized operation of listed companies on the main board.
According to the joint documents issued by the eight ministries and commissions and the requirements of the CSRC, the company logged in to the “China implementation information disclosure network” for verification and confirmed that Mr. Deng Chuping was not a dishonest person to be executed.
Mr. Du Weiwu, born in 1965, is a senior engineer and currently a director of the company. Du Xiansheng was born in 1985 and graduated from Hunan University of science and technology with a bachelor’s degree in mining engineering; In 1988, he graduated from Changsha Institute of mining and metallurgy with a master’s degree; In 1999, he received a master’s degree in finance from Hunan University of Finance and economics. Mr. Du joined Changsha Research Institute of mining and metallurgy in 1988. He once served as deputy director of industrial management department and director of Mining Institute of Changsha Research Institute of mining and metallurgy, secretary and general manager of the board of directors of Jinrui New Material Technology Co., Ltd., assistant to the chairman of Changsha Research Institute of mining and Metallurgy Co., Ltd. and deputy general manager of Changsha Research Institute of mining and Metallurgy Co., Ltd, Deputy Secretary of the Party committee of Changsha Mining and Metallurgy Research Institute Co., Ltd. Currently, he is the chairman of Minmetals Capital Company Limited(600390) board of supervisors, director of Hunan Hunan Changyuan Lico Co.Ltd(688779) Co., Ltd., director of Hunan Nonferrous Metals Holding Group Co., Ltd. and director of Minmetals Innovation Investment Co., Ltd.
As of the date of this announcement, Mr. Du Weiwu did not hold shares of the company; The relationship with the controlling shareholder and actual controller of the company is the current full-time director and supervisor of China Minmetals Group Co., Ltd; He has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and there is no situation that he shall not be nominated as a director or supervisor as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 – standardized operation of listed companies on the main board.
In accordance with the joint documents issued by the eight ministries and commissions and the requirements of the CSRC, the company logged in to the “China implementation information disclosure network” for verification and confirmed that Mr. Du weiwuping was not a dishonest executee.
2、 Resume of independent director candidates
Mr. Xu Changlong, born in 1962, is now an independent director of the company. Xu Xiansheng was born in 1994 and graduated from Central South Forestry College, majoring in accounting. MBA from Business School of Hunan University in 1999; Chinese certified public accountant, national cost engineer. Mr. Xu is currently the general manager of division 6 of Lianda Certified Public Accountants (special general partnership) and the executive director of Hunan Branch; Served as the director of Hunan Lianda judicial expertise Institute; Served as vice chairman of zhongboxin engineering cost consulting (Beijing) Co., Ltd. and general manager of Hunan Branch. Mr. Xu once served as the section chief of Hunan Provincial Audit Department, the section chief of Changsha special office of the National Audit Office, the director of Hunan Zhongshan audit firm, the chairman and chief accountant of Hunan Yongxin limited liability accounting firm, the general manager of Hunan Yongxin Asset Appraisal Co., Ltd., the director of Hunan Yongxin judicial appraisal institute, and the chairman of Hunan Yongxin Engineering Project Management Co., Ltd, Partner of ShineWing certified public accountants Co., Ltd.
As of the date of this announcement, Mr. Xu Changlong has not held the company’s shares, has no relationship with the company and its controlling shareholders, has not been punished by the China Securities Regulatory Commission and other relevant departments and disciplined by the stock exchange, and is not allowed to be nominated as a director or supervisor as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 – standardized operation of companies listed on the main board.
According to the joint documents issued by the eight ministries and commissions and the requirements of the CSRC, the company logged in to the “China implementation information disclosure network” for verification and confirmed that Mr. Xu Changlong was not a dishonest executee.
Mr. Yang Rudai, born in 1980, is a distinguished professor of Boya, Peking University, professor and doctoral supervisor of the school of economics. He is currently an independent director of the company. Mr. Yang graduated from Xiangtan University in 2003 with a bachelor’s degree in material forming and control engineering; Doctorate in economics from Beijing University in 2009; 2013 postdoctoral degree in economic geography, School of city and environment, Peking University.
As of the date of this announcement, Mr. Yang Rudai has not held the company’s shares, has no relationship with the company and its controlling shareholders, has not been punished by the China Securities Regulatory Commission and other relevant departments and disciplined by the stock exchange, and has not been nominated as a director according to paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 – standardized operation of companies listed on the main board The situation of supervisors. According to the joint documents issued by the eight ministries and commissions and the requirements of the CSRC, the company logged in to the “China implementation information disclosure network” for verification and confirmed that Mr. Yang Rudai was not a dishonest person to be executed.
Mr. Qu xuanhui, born in 1960, has a postgraduate degree and a doctorate. Mr. Qu graduated from Central South University of Technology (now Central South University) majoring in metal materials and heat treatment. He is currently a professor at Beijing University of science and technology.
As of the date of this announcement, Mr. Qu xuanhui has not held any shares of the company, has no relationship with the company and its controlling shareholders, has not held any shares of the company, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and is not subject to the provisions of paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 – standardized operation of companies listed on the main board The situation of supervisors.
According to the joint documents issued by the eight ministries and commissions and the requirements of the CSRC, the company logged in to the “China implementation information disclosure network” for verification and confirmed that Mr. Qu xuanhui was not a dishonest executee.
