Tianjin Guangyu Development Co.Ltd(000537) the first extraordinary general meeting of shareholders in 2022
meeting
Discuss
material
material
January 2022
catalogue
1. Proposal on adjusting some non independent directors 2 Proposal on adjusting some supervisors
Motion 1
Tianjin Guangyu Development Co.Ltd(000537)
Proposal on adjusting some non independent directors, shareholders and shareholder representatives:
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”) received the resignation report of some directors on January 11, 2022, in which Mr. Wang Ke, Mr. Li Jinghai and Mr. Zhou Xiankun resigned as directors of the 10th board of directors and relevant special committees due to job changes. Mr. Wang Xiaocheng and Mr. ran Linghu resigned as employee directors and relevant special committees of the 10th board of directors due to job changes.
The company expresses its high respect and sincere thanks to Mr. Wang Ke, Mr. Li Jinghai, Mr. Zhou Xiankun, Mr. Wang Xiaocheng and Mr. ran Linghu for their dedication and diligence during their tenure and their outstanding contributions to the high-quality development and standardized operation of the company. After discussion by the nomination committee of the board of directors, the company held the 19th meeting of the 10th board of directors on January 11, 2021, deliberated and adopted the proposal on adjusting some non independent directors, and nominated Mr. Jiao Jianjun, Mr. Sun Peigang, Mr. Wang Xiaocheng and Mr. Fan Jie as non independent directors of the 10th board of directors of the company.
According to relevant regulations, the general meeting of shareholders will elect the above non independent director candidates by cumulative voting. Four non independent directors should be elected this time, which is an equal election, as follows:
1. Elect Jiao Jianjun as a non independent director of the 10th board of directors of the company;
2. Elect sun Peigang as a non independent director of the 10th board of directors of the company;
3. Elect Wang Xiaocheng as a non independent director of the 10th board of directors of the company;
4. Elect Fan Jie as a non independent director of the 10th board of directors of the company.
The proposal is a cumulative voting proposal. For each share held by shareholders, they will have the same number of election votes as the number of directors to be elected under the proposal group, that is, the number of election votes held by shareholders is the number of shares with voting rights multiplied by the number of directors to be elected (4). The shareholders may distribute the number of election votes among the candidates at will within the limit of the number of candidates to be elected (they may cast zero votes). The number of election votes owned by the shareholders may vote for one candidate or several candidates, but the total number shall not exceed the number of election votes they have. Shareholders shall vote within the limit of the number of voting votes of the proposal group. If the number of voting votes cast by shareholders exceeds the number of voting votes they have, their voting votes for the proposal group shall be deemed invalid.
The above proposal is for the deliberation of all shareholders and their representatives.
Attachment: resume of non independent director candidates
Tianjin Guangyu Development Co.Ltd(000537) board of directors
January 27, 2022
enclosure
Resume of non independent director candidates
Jiao Jianjun, male, born in November 1965, Han nationality, CPC member, bachelor degree, senior economist. He is currently the executive director of Luneng new energy (Group) Co., Ltd.
Main work experience in recent five years:
2017.01-2018.07 general manager and Deputy Secretary of the Party committee of Jiangsu Branch of capital green energy Co., Ltd. and general manager of Jiangsu guangheng new energy Co., Ltd;
2018.07-2019.06 Secretary of the Party committee, deputy general manager and chairman of the labor union of Luneng new energy (Group) Co., Ltd;
2019.06-2020.12 chairman and party secretary of Luneng new energy (Group) Co., Ltd;
2020.12-2021.12 deputy chief engineer of Luneng Group (capital Weiye group) Co., Ltd., chairman and party secretary of Luneng new energy (Group) Co., Ltd; From December 2021 to now, executive director of Luneng new energy (Group) Co., Ltd. Mr. Jiao Jianjun currently works in Luneng new energy (Group) Co., Ltd. he has no relationship with the company and its controlling shareholders, has no relationship with other shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and does not own the company’s shares.
Mr. Jiao Jianjun is not allowed to serve as a director candidate according to the company law, and is recognized as a market prohibited person by the CSRC and the prohibition has not been lifted; There are no circumstances under which the company law, the articles of association and other provisions may not be nominated as directors; Not punished by the CSRC and other relevant departments or the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; It does not belong to the subject of breach of faith responsibility or the object of breach of faith punishment; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, articles of association and other relevant provisions of the exchange.
Sun Peigang, male, born in July 1968, Han nationality, CPC member, bachelor degree, senior economist, now general manager and Tianjin Guangyu Development Co.Ltd(000537) general manager of Luneng new energy (Group) Co., Ltd.
Main work experience in recent five years:
2017.01-2018.02 director of general affairs department of Logistics Department of State Grid Corporation of China;
2018.02-2018.08: Director of Comprehensive Department of Communication Construction Department of State Grid Corporation of China;
2018.08-2019.11 director of Comprehensive Department of Ministry of hydropower and new energy of State Grid Corporation of China;
2019.11-2021.12 deputy chief engineer of Luneng Group (capital Weiye group) Co., Ltd. and deputy chief engineer of China lvfa Investment Group Co., Ltd;
From December 2021 to now, general manager of Luneng new energy (Group) Co., Ltd; 2022.01 – present Tianjin Guangyu Development Co.Ltd(000537) general manager.
Mr. Sun Peigang now works in Luneng new energy (Group) Co., Ltd. Tianjin Guangyu Development Co.Ltd(000537) . He has an association with the company, has no association with the controlling shareholder of the company, has no association with other shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and does not own the company’s shares.
Mr. Sun Peigang is not allowed to serve as a director candidate according to the company law, and is recognized as a market prohibited person by the CSRC and the prohibition has not been lifted; There are no circumstances under which the company law, the articles of association and other provisions may not be nominated as directors; Not punished by the CSRC and other relevant departments or the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; It does not belong to the subject of breach of faith responsibility or the object of breach of faith punishment; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, articles of association and other relevant provisions of the exchange.
Wang Xiaocheng, male, born in June 1968, Han nationality, CPC member, bachelor degree, senior accountant, now works in China Green Development Investment Group Co., Ltd.
Main work experience in recent five years:
2017.01-2020.11 Tianjin Guangyu Development Co.Ltd(000537) employee director, general manager and Deputy Secretary of the general Party branch;
2020.11-2021.12 Tianjin Guangyu Development Co.Ltd(000537) employee director, general manager and Deputy Secretary of the Party committee;
From January 2022 to now, China lvfa Investment Group Co., Ltd.
Mr. Wang Xiaocheng currently works in China Green Development Investment Group Co., Ltd. he has an association with the company and its controlling shareholders, has no association with other shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and does not own the company’s shares.
Mr. Wang Xiaocheng is not allowed to serve as a director candidate according to the company law, and is recognized as a market prohibited person by the CSRC and the prohibition has not been lifted; There are no circumstances under which the company law, the articles of association and other provisions may not be nominated as directors; Not punished by the CSRC and other relevant departments or the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; It does not belong to the subject of breach of faith responsibility or the object of breach of faith punishment; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, articles of association and other relevant provisions of the exchange.
Fan Jie, male, born in September 1965, Han nationality, CPC member, master’s degree, senior economist, now Deputy Secretary of the Tianjin Guangyu Development Co.Ltd(000537) Party committee.
Main work experience in recent five years:
2017.01-2017.07 Secretary of the Party committee, deputy general manager and chairman of the labor union of Hebei Branch of capital green energy Co., Ltd;
From July 2017 to July 2018, general manager and executive director of Chongqing Luneng Property Service Co., Ltd. and member of the Party committee of Chongqing Luneng development (Group) Co., Ltd;
2018.07-2019.06 leader of the third inspection team of the Party committee of Luneng Group (Ducheng Weiye group) Co., Ltd;
June 2019 to December 2021: general manager and Deputy Secretary of the Party committee of Luneng new energy (Group) Co., Ltd;
From December 2021 to now Tianjin Guangyu Development Co.Ltd(000537) Deputy Secretary of the Party committee. Mr. Fan Jie now works at Tianjin Guangyu Development Co.Ltd(000537) , has an association with the company, has no association with the controlling shareholder of the company, has no association with other shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and does not own the company’s shares. Mr. Fan Jie is not allowed to serve as a director candidate according to the company law, and is recognized as a market prohibited person by the CSRC and the prohibition has not been lifted; There are no circumstances under which the company law, the articles of association and other provisions may not be nominated as directors; Not punished by the CSRC and other relevant departments or the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; It does not belong to the subject of breach of faith responsibility or the object of breach of faith punishment; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, articles of association and other relevant provisions of the exchange.
Motion II
Tianjin Guangyu Development Co.Ltd(000537)
Proposal on adjusting some supervisors
Shareholders and shareholder representatives:
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”) received the resignation report of some supervisors on January 11, 2022, in which Mr. Li Zhenjiang plans to resign as the supervisor of the company due to job change and Ms. Yang Lin plans to resign as the employee supervisor of the company due to job change.
The company expresses its high respect and sincere thanks to Mr. Li Zhenjiang and Ms. Yang Lin for their dedication and diligence during their tenure and their outstanding contributions to the company’s high-quality development and standardized operation.
Upon the recommendation of the controlling shareholder, the company held the 8th meeting of the 10th board of supervisors on January 11, 2021, deliberated and adopted the proposal on adjusting some supervisors, and nominated Mr. Zhang Xin as the supervisor of the 10th board of directors of the company.
According to relevant regulations, the general meeting of shareholders will elect the candidates for supervisors of the company by non cumulative voting. One supervisor should be elected this time, which is an equal election.
The above proposal is for the deliberation of all shareholders and their representatives.
Attachment: resume of supervisor candidates
Tianjin Guangyu Development Co.Ltd(000537) board of directors
January 27, 2022
enclosure
Resume of supervisor candidates
Zhang Xin, male, born in September 1968, Han nationality, CPC member, master degree, senior economist. He is currently the director of the legal compliance department of China lvfa Investment Group Co., Ltd.
Main work experience in recent five years:
2017.01-2017.12 deputy director of the legal department of Luneng Group (Ducheng Weiye group) Co., Ltd. (presiding over the work);
2017.12-2020.11 director of Legal Department of Luneng Group (Ducheng Weiye group) Co., Ltd;
From November 2020 to now, director of legal compliance department of China lvfa Investment Group Co., Ltd.
Mr. Zhang Xin is currently working in China Green Development Investment Group Co., Ltd. he has an association with the company and its controlling shareholders, has no association with other shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and does not own the company’s shares.
Mr. Zhang Xin is not allowed to serve as a supervisor candidate as stipulated in the company law, and is recognized as a market prohibited person by the CSRC and the prohibition has not been lifted; There are no circumstances in which the company law, the articles of association and other provisions shall not be nominated as supervisors; Not punished by the CSRC and other relevant departments or the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; It does not belong to the subject of breach of faith responsibility or the object of breach of faith punishment; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, articles of association and other relevant provisions of the exchange.
