Securities code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022-003 Tianjin Guangyu Development Co.Ltd(000537)
Announcement on resolutions of the 19th meeting of the 10th 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.
The 19th meeting of the 10th board of directors of Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”) was notified by personal delivery or e-mail on January 9, 2022, and held by means of communication voting on January 11, 2022. Nine directors shall be present at the meeting, and nine directors shall actually be present. The convening and convening of the meeting comply with the provisions of relevant laws, regulations and the articles of association. The following proposals have been deliberated and adopted:
1、 The proposal on adjusting some non independent directors was deliberated and adopted
It is agreed to nominate Mr. Jiao Jianjun, Mr. Sun Peigang, Mr. Wang Xiaocheng and Mr. Fan Jie as candidates for non independent directors of the 10th board of directors of the company until the expiration of the 10th board of directors. For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on adjusting some directors, supervisors, senior managers and persons in charge of internal audit (Announcement No.: 2022-005).
The above candidates for non independent directors can become directors of the company only after they are elected by cumulative voting at the general meeting of shareholders of the company. Among them, the total number of directors who concurrently serve as senior managers of the company and employees’ representatives in the board of directors shall not exceed half of the total number of directors of the company. In order to ensure the normal operation of the board of directors, the 10th board of directors of the company plans to resign, and the directors will continue to perform their duties until the election of new directors.
Upon inquiry, the above candidates for non independent directors are not dishonest Executees in the capital market.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: the directors present at the meeting considered and adopted the proposal with 9 affirmative votes, 0 negative votes and 0 abstention votes.
2、 The proposal on adjusting some senior managers and persons in charge of internal audit was considered and adopted
It is agreed to appoint Mr. Sun Peigang as the general manager, Mr. Wang Fuwen as the deputy general manager, Mr. Xia songqian as the assistant to the general manager and Mr. Chang Chaofan as the person in charge of the internal audit of the company. For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on adjusting some directors, supervisors, senior managers and persons in charge of internal audit (Announcement No.: 2022-005).
Upon inquiry, the above-mentioned senior managers and the head of internal audit are not the persons subject to dishonesty in the capital market. Voting: the directors present at the meeting considered and adopted the proposal with 9 affirmative votes, 0 negative votes and 0 abstention votes.
3、 The proposal on adjusting the company’s organizational structure was deliberated and adopted
Agree to adjust the company’s organizational structure. For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on adjusting the company’s organizational structure (Announcement No.: 2022-006). Voting: the directors present at the meeting considered and adopted the proposal with 9 affirmative votes, 0 negative votes and 0 abstention votes.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 at 3:00 p.m. on January 27, 2022 in the conference room on the first floor of Beijing Jingshan hotel. The meeting will vote by on-site voting and online voting at the same time. For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007).
Voting: the directors present at the meeting considered and adopted the proposal with 9 affirmative votes, 0 negative votes and 0 abstention votes.
It is hereby announced.
Tianjin Guangyu Development Co.Ltd(000537) board of directors
January 12, 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.
enclosure
Resume of senior management and person in charge of internal audit
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 associated relationship with the company, has no associated relationship with the controlling shareholder of the company, and holds more than 5% with other companies
