Stock Code: Sichuan Chuantou Energy Co.Ltd(600674) stock abbreviation: Sichuan Chuantou Energy Co.Ltd(600674) Announcement No.: 2022024 convertible bond Code: 110061 convertible bond abbreviation: Sichuan investment convertible bond
Sichuan Chuantou Energy Co.Ltd(600674)
Announcement of the resolution of the first session of the 11th 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.
1、 Meetings of the board of directors
Sichuan Chuantou Energy Co.Ltd(600674) the notice of the first session of the 11th board of directors was sent by delivery, fax and telephone on April 2, 2022. The meeting was held in room 1508, Sichuan investment building, No. 1, Linjiang West Road, Wuhou District, Chengdu on April 7, 2022 by means of on-site and communication. The meeting was convened by the board of directors and presided over by Mr. Liu tibin, chairman. 11 directors should be present at the meeting and 4 on-site. Independent directors Ms. Wang Xiuping, Ms. Xu Tianchun, Mr. Xiang Yongzhong, Mr. Wang Jinfu, directors Mr. Zhang Hao, Mr. Sun Wenliang and Mr. Cai Weiwei should participate in the meeting and exercise their voting rights by means of communication. 3 and 5 supervisors attended the meeting as nonvoting delegates. The convening of the meeting shall comply with the provisions of relevant laws, regulations, rules and the articles of association. 2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals and reports by open ballot:
The meeting agreed to elect Mr. Liu tibin as the chairman of the 11th board of directors of the company (see Annex for resume).
(II) the proposal report on the election of the vice chairman of the 11th board of directors was considered and adopted by 11 votes in favor, 0 against and 0 abstention;
The meeting agreed to elect Mr. Yang Hong as the vice chairman of the 11th board of directors of the company (see Annex for resume).
The independent directors have approved the above proposal reports 1 to 2 in advance and issued independent opinions as follows:
The nomination of the chairman and vice chairman by the controlling shareholder and the voting procedures of the board of directors of the company comply with the provisions of national laws, regulations and the articles of association. It is agreed to elect Mr. Liu tibin as the chairman of the 11th board of directors and Mr. Yang Hong as the vice chairman of the 11th board of directors. (III) the proposal report on the establishment of the special committee of the 11th board of directors was considered and adopted by 11 votes in favor, 0 against and 0 abstention;
In order to ensure the normal operation of the special committees of the 11th board of directors of the company, the meeting agreed to elect the members of the special committee as follows:
The strategy committee of the board of directors is composed of 7 directors:
Director: Liu tibin
Deputy director: Yang Hong
Members: Li Wenzhi, Xu Tianchun, Xiang Yongzhong, Gong Yuan, Cai Weiwei
2. The audit committee of the board of directors is composed of three directors:
Director: Wang Xiuping
Deputy director: Wang Jinfu
Member: Li Wenzhi
3. The nomination, remuneration and assessment committee of the board of directors is composed of five directors:
Director: Xu Tianchun
Deputy director: Xiang Yongzhong
Members: Wang Xiuping, Zhang Hao, sun Wenliang
(IV) the proposal report on the appointment of the general manager of the company was deliberated and adopted by 11 votes in favor, 0 against and 0 abstention;
The meeting agreed to reappoint Mr. Yang Hong as the general manager of the company for a term of three years (see the appendix for resume). (V) the proposal report on the appointment of the Secretary of the board of directors was deliberated and adopted by 11 votes in favor, 0 against and 0 abstention;
The meeting agreed to appoint Ms. Lu Jinchuan as the Secretary of the 11th board of directors of the company for a term of three years (see the appendix for her resume).
(VI) the proposal report on the appointment of the company's deputy general manager and other members of the management team was deliberated and adopted by 11 votes in favor, 0 against and 0 abstention;
The meeting agreed to reappoint Mr. Yang Ping as the deputy general manager of the company for a term of three years;
The meeting agreed to reappoint Ms. Liu Hao as the chief financial officer of the company for a term of three years;
The meeting agreed to reappoint Mr. Xu Xiaogang as the deputy general manager of the company for a term of three years;
The meeting agreed to appoint Mr. Xiong Yu as the deputy general manager of the company for a term of three years.
(the resumes of the above management team members are shown in the annex)
The above proposal reports from 4 to 6 have been approved in advance by the independent directors and issued independent opinions as follows:
The nomination, deliberation and appointment procedures for the appointment of the general manager, deputy general manager, chief financial officer and Secretary of the board of directors by the board of directors of the company comply with the provisions on the appointment of senior managers in the company law and the articles of association.
After reviewing the resumes of Mr. Yang Hong, Mr. Yang Ping, Ms. Liu Hao, Mr. Xu Xiaogang, Mr. Xiong Yu and Ms. Lu Jinchuan, we believe that their educational background, working ability and physical condition are competent for the job responsibilities. The above six persons meet the requirements of legal laws and regulations, the relevant provisions of the CSRC and the Shanghai Stock Exchange and the provisions on the qualification of senior managers in the articles of association.
It is agreed to appoint Mr. Yang Hong as the general manager, Mr. Yang Ping as the deputy general manager, Ms. Liu Hao as the chief financial officer, Mr. Xu Xiaogang as the deputy general manager, Mr. Xiong Yu as the deputy general manager and Ms. Lu Jinchuan as the Secretary of the board of directors.
(VII) the proposal report on the new Sichuan Chuantou Energy Co.Ltd(600674) board of directors authorized management measures was deliberated and adopted by 11 votes in favor, 0 against and 0 abstention;
For details, please refer to the management measures of Sichuan Chuantou Energy Co.Ltd(600674) board of directors authorized management disclosed in the full text on the website of Shanghai Stock Exchange at the same time as the announcement of this resolution.
(VIII) the proposal report on changes in accounting estimates of the company was reviewed and adopted by 11 votes in favor, 0 against and 0 abstention;
For details, please refer to the announcement of Sichuan Chuantou Energy Co.Ltd(600674) accounting estimate change (Announcement No.: 2022026) disclosed in China Securities Journal, Shanghai Securities News, securities times, financial investment news and the website of Shanghai Stock Exchange at the same time as the announcement of this resolution.
This proposal report has been approved in advance by the independent directors and issued independent opinions as follows:
This accounting estimate change of the company can more appropriately reflect the company's financial situation and operating results, provide more reliable and relevant accounting information, and do not damage the interests of the company and shareholders, especially the interests of minority shareholders.
It is hereby announced.
Sichuan Chuantou Energy Co.Ltd(600674) board of directors
April 8, 2022
Attachment: resume
Mr. Liu tibin, born in January 1963, is a member of the Communist Party of China, doctor of enterprise management and senior accountant. Former deputy director of the Finance Department of the state-owned Changhong Machinery Factory; Director of Finance and accounting department of state-owned Changhong Machinery Factory and Changhong Co., Ltd Director of financial accounting department of Sichuan Changhong Electric Co.Ltd(600839) Electronics Group Company; Chief accountant of state-owned Changhong Machinery Factory and deputy general manager of Changhong Co., Ltd; Director, member of the Standing Committee of the Party committee, Secretary of the Party committee, vice chairman, deputy general manager, chief accountant, chief financial officer, executive deputy general manager, vice chairman and general manager of Changhong Group (Changhong shares); Chairman of Hefei Meiling Co., Ltd; Chairman of Huayi compression Co., Ltd., chairman of Sichuan Changhong Electric Co.Ltd(600839) Minsheng Logistics Co., Ltd., chairman of Sichuan Changhong Electric Co.Ltd(600839) Communication Technology Co., Ltd., vice chairman and party secretary of Sichuan Changhong Electric Co.Ltd(600839) electronic Holding Group Co., Ltd Sichuan Changhong Electric Co.Ltd(600839) party secretary, vice chairman and general manager; Deputy Secretary of the Party committee, vice chairman and general manager of Sichuan Investment Group Co., Ltd.
Chairman and legal representative of Sichuan Yalong Hydropower Development Co., Ltd.
Mr. Yang Hong, born in October 1964, is a CPC member, graduate student and engineer. He once served as the leader of the third design office of Sichuan water resources and Hydropower Survey, design and Research Institute, the project manager of the energy department of Sichuan Investment Group Co., Ltd., the Secretary of the board of directors of Sichuan Investment Group Co., Ltd., the director, member of the Party committee and Deputy general manager of Sichuan investment Tianwan river development company, the executive deputy leader of Sichuan investment Liqiu River project preparatory group, the general manager and Secretary of the Party branch of Sichuan investment Kangding hydropower company, Assistant general manager and office director of Sichuan Investment Group Co., Ltd., vice chairman and director of Sichuan Chuantou Energy Co.Ltd(600674) the 9th and 10th board of directors. He is currently a director of Yalong River Basin Hydropower Development Co., Ltd; Supervisor and chairman of the board of supervisors of Guoneng Dadu River Basin Hydropower Development Co., Ltd Sichuan Chuantou Energy Co.Ltd(600674) party secretary, vice chairman and general manager.
Mr. Yang Ping, born in June 1970, is a member of the Communist Party of China, a graduate student and a senior engineer. He once served as assistant of Chengdu survey and Design Institute of State Power Corporation, engineer assigned by Sichuan foreign service center to Siemens (China) Co., Ltd., engineer of Shuda electric company of Sichuan Electric Power Bureau, regional project manager of Chengdu Sifang Borui Electric Power Technology Co., Ltd., deputy manager and project manager of energy Department of Sichuan Investment Group Co., Ltd., vice chairman and chairman of the board of supervisors of Sichuan Jialing River Tingzikou Water Conservancy and hydropower Co., Ltd, Director of Sichuan Jiayang Group Co., Ltd., director of Sichuan Luzhou Chuannan Power Generation Co., Ltd., Sichuan Guangan Aaa Public Co.Ltd(600979) (sh. Sichuan Guangan Aaa Public Co.Ltd(600979) ) director, supervisor of Sichuan Chuantou Tianwanhe Development Co., Ltd., and former deputy general manager of Sichuan Chuantou Kangding hydropower Co., Ltd. He is currently a director of Guoneng Dadu River Basin Hydropower Development Co., Ltd., a director of Sichuan Chuantou Tianwan River Development Co., Ltd., a director of Sichuan Guodian Dadu River Love Assistance Foundation, a director of Panzhihua China Resources Hydropower Development Co., Ltd. Sichuan Chuantou Energy Co.Ltd(600674) Party committee member, deputy general manager and general counsel.
Ms. Liu Hao, born in February 1976, is a member of the Communist Party of China, a graduate student and a senior accountant. He once served as the supervisor of Sichuan investment Tianwanhe Development Co., Ltd., the director of Sichuan investment Chemical Industry Group Co., Ltd., the supervisor of Sichuan Trust Co., Ltd., the supervisor of Yibin siliya group, and the deputy manager of the capital and Finance Department of Sichuan investment group. He is currently a director of Chengdu Jiaotong University Guangguang Technology Co., Ltd; Vice chairman of Sichuan Lefei Photoelectric Technology Co., Ltd; Supervisor of Sichuan Chuantou Tianwanhe Development Co., Ltd; Supervisor of Sichuan Huaneng Dongxiguan Electric Power Co., Ltd; Chairman of Sichuan Chuantou YingYuan Enterprise Management Co., Ltd; Director of Panzhihua China Resources Hydropower Development Co., Ltd Sichuan Chuantou Energy Co.Ltd(600674) Party committee member and chief financial officer.
Mr. Xu Xiaogang, born in December 1964, is a member of the Communist Party of China, bachelor degree and senior engineer. He used to be the chief engineer, acting design team leader and deputy chief supervision engineer of Sichuan water resources and Hydropower Survey, design and Research Institute, the deputy county head, deputy commander and chief engineer of Gulin County, Luzhou City, Sichuan Province, the deputy director, director and deputy chief engineer of Sichuan water resources and Hydropower Survey, design and Research Institute, the deputy general manager and chief engineer of Sichuan Wawushan Electric Power Industry Co., Ltd. and the executive deputy commander and chief engineer of Wawushan Hydropower Station project headquarters, General manager of the owner's Project Department of Shaping Hydropower Station of Sichuan Ya'an Jason Power Co., Ltd., member of the Party committee and deputy general manager of Sichuan Huadian Wawushan Hydropower Development Co., Ltd. and Huadian Ya'an Power Generation Co., Ltd., member of the Party committee and deputy general manager of Sichuan Huadian mulihe Hydropower Development Co., Ltd., member of the Party committee and chief engineer of Batang (Lawa) branch of Huadian Jinsha River Upstream Hydropower Development Co., Ltd. He is currently the Secretary, director and chairman of the general Party branch of Panzhihua China Resources Hydropower Development Co., Ltd., the Sichuan Chuantou Energy Co.Ltd(600674) deputy general manager, and the director and chairman of Sichuan Investment (Panzhihua) New Energy Development Co., Ltd.
Mr. Xiong Yu, born in March 1966, is a member of the Communist Party of China, bachelor degree and chief supervision engineer. He has worked in the production preparation department, labor and personnel department, power generation department, production technology department, transportation company and Zipingpu Power Station Project Department of Baozhusi power plant, the executive deputy director, deputy factory director, executive deputy factory director, general manager assistant and manager of human resources department, general manager assistant and manager of planning and contract department, vice chairman of labor union, member of Party committee, chief engineer and deputy general manager of power plant preparation department of Sichuan investment Tianwanhe Development Co., Ltd, He is also the director and chairman of Sichuan Tianwanhe tourism company and Sichuan Chuantou Energy Co.Ltd(600674) deputy general manager.
Ms. Lu Jinchuan, born in June 1979, is a member of the Communist Party of China, a graduate student and an intermediate economist. Once served as the Commissioner and deputy manager of Sichuan Chuantou Energy Co.Ltd(600674) securities affairs department. He is currently a director of Sichuan caoyutan hydropower Co., Ltd., manager of Sichuan Chuantou Energy Co.Ltd(600674) securities affairs department and Secretary of the board of directors.
