Securities code: Chn Energy Changyuan Electric Power Co.Ltd(000966) securities abbreviation: Chn Energy Changyuan Electric Power Co.Ltd(000966) Announcement No.: 2022062 Chn Energy Changyuan Electric Power Co.Ltd(000966)
Announcement of resolutions of the first 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.
1、 Meetings of the board of directors
The first meeting of the 10th board of directors of the company was held on May 20, 2022 in the conference room on the second floor of the national energy building, the office of the company, No. 63, Xudong street, Hongshan District, Wuhan City, Hubei Province. The notice of the meeting shall be delivered by hand or by mail on May 10. Nine directors should be present at the meeting, but there are actually nine. The meeting was presided over by Mr. Zhao Hu, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
By a show of hands, the meeting adopted the following resolutions:
1. The proposal on electing the chairman and vice chairman of the company was deliberated and adopted
The meeting elected Mr. Zhao Hu as chairman and Mr. Yuan Bing as vice chairman.
Voting results: 9 in favor, 0 against and 0 abstention.
2. The proposal on the election of members of the special committee of the board of directors of the company was deliberated and adopted
Members of the special committee of the new board of directors were elected at the meeting. The specific personnel are as follows:
Members of the strategy committee: Zhao Hu, Yuan Bing and Wang zongjun, of which Zhao Hu is the chairman (convener); Members of the audit and Risk Management Committee: Tang Xiangxi, Wang zongjun and Zhang Hong, of which Tang Xiangxi is the chairman (convener);
Wang zongjun and Zhang Zonghong, the members nominated by the Committee; Members of the remuneration and assessment committee: Zhang Hong, Tang Xiangxi and Yuan Bing, of which Zhang Hong is the chairman (convener).
Voting results: 9 in favor, 0 against and 0 abstention.
3. The proposal on the appointment of senior managers of the company was reviewed and approved
After being nominated by the chairman of the company and reviewed and approved by the nomination committee of the board of directors, it is decided to appoint Mr. Yuan Guangfu as the general manager of the company and Mr. Liu Jun as the Secretary of the board of directors and general legal adviser of the company; Nominated by the general manager of the company and reviewed and approved by the nomination committee of the board of directors, it is decided to appoint Ms. Zhu Hong as the chief accountant (Financial Director) of the company, and Mr. Qiu Hua, Mr. Ren Dejun, Mr. Hu Qian and Mr. Li Jun as the deputy general managers of the company.
The independent directors of the company approved the proposal in advance and expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
4. The proposal on the appointment of securities affairs representatives of the company was deliberated and adopted
The meeting agreed to appoint Mr. Ye Jianbing as the representative of the company’s securities affairs. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the current board of directors.
The nomination committee of the board of directors approved the proposal in advance and issued relevant opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
5. The proposal on impairment test report of injected target assets in major asset restructuring was considered and adopted
According to the special audit report on impairment test of Chn Energy Changyuan Electric Power Co.Ltd(000966) major asset restructuring injected target assets (Xin Hui Shi Bao Zi [2022] No. ze10200) issued by Lixin Certified Public Accountants (special general partnership), as of December 31, 2021, the target assets had not been impaired. The meeting agreed with the above test results and considered that as of December 31, 2021, the evaluation value of the subject assets injected into the major asset restructuring was higher than the transaction price, and there was no impairment.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the proposal is a related party transaction. The audit and Risk Management Committee of the board of directors and independent directors of the company approved the proposal in advance and issued relevant opinions. Zhao Hu, Yuan Guangfu, Liu Zhiqiang and Zhu Zhengang, four affiliated directors of the company, avoided voting, and five non affiliated Directors voted on the proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the impairment test report of the underlying assets injected in major asset restructuring (Announcement No.: 2022064) disclosed by the company in China Securities Journal, securities times and cninfo.com on the same day. 3、 Documents for future reference
1. Resolution of the first meeting of the 10th board of directors of the company;
2. Opinions of independent directors at the first meeting of the 10th board of directors of the company.
It is hereby announced.
Attachment: 1 Resume of board members
2. Resumes of senior managers
3. Resume of securities affairs representative
Chn Energy Changyuan Electric Power Co.Ltd(000966) board of directors may 21, 2022
Resume of board members
Zhao Hu, male, born in February 1965, holds a master’s degree and is a senior economist. Currently, he is the chairman and Secretary of the Party committee of the company, the Secretary of the Party committee and executive director of national energy group Hubei Energy Group Co.Ltd(000883) Co., Ltd. He has successively served as section member and deputy section chief of the Secretariat of the general office of Hubei provincial government, deputy mayor of longzhouping Town, Changyang County, Hubei Province, deputy director of the County Planning Commission, section chief, deputy department secretary and director of the general office of Hubei provincial government, deputy general manager, Secretary of the board of directors, general legal adviser, chairman of the board of supervisors and vice chairman of the company.
Yuan Bing, male, born in June 1969, master of engineering, senior engineer. He is currently the vice chairman of the company and the director of Hubei Energy Group Co.Ltd(000883) production technology and marketing department. He has successively served as the duty officer, deputy shift chief and shift chief of the power generation Department of Geheyan power plant of Hubei Qingjiang Hydropower Development Co., Ltd., the special economic responsibility of the planning and marketing section of the power production department of Hubei Qingjiang Hydropower Development Co., Ltd., the chief of the dispatching section of the ladder dispatching center, the deputy director, director and Secretary of the general Party branch of the ladder dispatching center, the deputy general manager and member of the Party committee of Hubei Qingjiang Hydropower Development Co., Ltd., and the director of Hubei Energy Group Co.Ltd(000883) production technology department.
Yuan Guangfu, male, born in January 1969, holds a master’s degree and is a senior engineer. He is currently the director, general manager and Deputy Secretary of the Party committee of the company. He has successively served as deputy director (Deputy General Manager) of Jingmen Thermal Power Plant (company), deputy director (Deputy General Manager) of Guodian Xiaolongtan Power Plant (Kaiyuan Company), deputy director and director of safety production department and engineering construction department, deputy chief engineer and general manager of Jingzhou company, deputy general manager of Guodian South Branch (Guangdong company), executive director, general manager and Deputy Secretary of Party committee of Guodian Guangdong company.
Liu Zhiqiang, male, born in December 1965, master of engineering, senior engineer.
He is currently a director of the company and a full-time director of national energy group. He has successively served as an employee of Yulin thermal power plant, a section member, deputy section chief, section chief and factory director assistant of the thermal power plant production department of Huaneng clean coal Shenfu branch, an assistant to the general manager of Shendong Public Utilities Development Company, Secretary of the Party committee and general manager of the thermal power company, deputy general manager of Shenhua Shendong electric power company, deputy general manager of Shenhua Guoneng group company, deputy general manager of Shenhua Shendong electric power company, director and general manager of Shenwan energy company, Party Secretary of Shenhua Sichuan energy company chairman.
Zhu Zhengang, male, born in March 1966, master of economics, senior economist. He is currently a director of the company and the leader of the inspection team of the Party group of the national energy group. He has successively served as the deputy director of the textile Distribution Department of the trade management department of the Ministry of foreign trade and economic cooperation, the first Secretary of the economic and Commercial Department of the Chinese mission to the EU and the head of the EU team, the deputy director and researcher of the order Department of the foreign Trade Department of the Ministry of foreign trade and cooperation, the researcher and first commercial secretary of the order Department of the foreign trade department of the Ministry of Commerce, and the director, deputy director and director of the Economic Cooperation Department of the former Guodian international cooperation and overseas business department, Director and Deputy Secretary of International Cooperation Department (Overseas Cooperation Department) of national energy group.
Li Liang, male, born in January 1983, Bachelor of engineering, engineer. Now he is the director of the company and the director of Hubei Energy Group Co.Ltd(000883) construction management department. He has successively served as a member of the main section of the Engineering Department of Hubei Qingjiang Shuibuya engineering construction company, the technical director and chief engineer of the dam spillway project department, the director of Hubei Energy Group Co.Ltd(000883) investment and development department, the chief engineer of the strategic development department, the deputy director of the investment and development department and the deputy director of the construction management department.
Tang Xiangxi, male, born in October 1963, is a doctoral student. At present, he is an independent director of the company, a professor and doctoral supervisor of the school of accounting of Central South University of economics and law, and a full-time researcher of the intellectual property research center of Central South University of economics and law, a key research base of Humanities and social sciences of the Ministry of Education. He is also a member of the Accounting Standards Advisory Committee of the Ministry of finance, the executive director of China cost research association, the executive director of China Financial Accounting Society and the vice president of China business accounting society. He has successively served as deputy director and director of the accounting department of the school of accounting, Central South University of economics and law, and vice president of the school of accounting. He once served as an independent director of Lens Technology Co.Ltd(300433) , Kangxin New Materials Co.Ltd(600076) , Wuhan Yangtze Communication Industry Group Co.Ltd(600345) and other listed companies.
Wang zongjun, male, born in May 1964, has a doctorate degree, Professor (Level II), doctoral supervisor, and is an outstanding scholar in Central China of Huazhong University of science and technology. Currently, he is an independent director of the company, President of the school of management of Huazhong University of science and technology, and vice president of China Society of technology and economics. He has successively served as assistant dean of the school of management of Huazhong University of science and technology, director of the Institute of enterprise evaluation, executive deputy director of the Department of science and technology management and intellectual property, director and vice president of the Department of science and technology management and intellectual property (presiding over the work), and vice president of the global SME Entrepreneurship Federation China entrepreneurship Association.
Zhang Hong, male, born in April 1982, doctor of law, second grade professor. He is now an independent director of the company, professor and doctoral supervisor of the Law School of Wuhan University, deputy director of Xi Jinping legal thought research center of Wuhan University, deputy to the 15th National People’s Congress of Wuhan and member of the legal committee, and executive editor of Jingchu law of Hubei Law Society. He has successively served as the vice president, professor and doctoral supervisor of the Law School of Zhongnan University of economics and law, the director of the Institute of civil and commercial code, and the deputy district head (temporary post) of Jiangxia District People’s Government of Wuhan city.
As of the disclosure date of this announcement, the above-mentioned members of the board of directors did not hold the shares of the company, and there was no relationship with the shareholders holding more than 5% of the shares of the company and the directors, supervisors and senior managers of the company. There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; Not punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange; There is no situation that the company law of the people’s Republic of China and the Listing Rules of Shenzhen Stock Exchange prohibit serving as directors, supervisors and senior managers of listed companies; He is not the person who has broken his promise; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
Resume of senior management
Yuan Guangfu, male, born in January 1969, holds a master’s degree and is a senior engineer. He is currently the director, general manager and Deputy Secretary of the Party committee of the company. He has successively served as deputy director (Deputy General Manager) of Jingmen Thermal Power Plant (company), deputy director (Deputy General Manager) of Guodian Xiaolongtan Power Plant (Kaiyuan Company), deputy director and director of safety production department and engineering construction department, deputy chief engineer and general manager of Jingzhou company, deputy general manager of Guodian South Branch (Guangdong company), executive director, general manager and Deputy Secretary of Party committee of Guodian Guangdong company.
Zhu Hong, female, born in July 1970, Bachelor of economics, senior accountant and certified public accountant. Now he is the chief accountant (Financial Director) of the company. He has successively served as deputy director of finance department, director of marketing department and director of Finance Department of the company, and chief accountant of Guodian Jiangxi Electric Power Co., Ltd.
Qiu Hua, male, born in October 1965, Bachelor of engineering, senior engineer. He is currently the deputy general manager of the company and the chairman of the labor union. He has successively served as chief engineer of Jiangxi Jiujiang phase III Power Generation Co., Ltd., deputy director and director of power development department, director of engineering construction department, deputy chief engineer and director of planning and Development Department of Guodian Huazhong branch, deputy chief engineer and director of Engineering Construction Department of the company, deputy general manager, member of Party group and director of Working Committee of Guodian Yunnan Power Co., Ltd., and chairman of Guodian Hanchuan Power Generation Co., Ltd.
Ren Dejun, male, born in March 1965, Bachelor of engineering, senior engineer. Now he is the deputy general manager of the company. He has successively served as deputy director and deputy director of electrical workshop of Hubei Shashi thermal power plant, director of production and operation Department, director of safety production department, director and deputy chief engineer of fuel management department of Guodian Huazhong branch, general manager of Guodian Huazhong regional power generation maintenance company, deputy chief engineer and director of Safety Production Department of the company.
Hu Qian, male, born in April 1970, Bachelor of economics, senior economist. Now he is the deputy general manager of the company. He has successively served as director of the company’s securities financing legal department, securities affairs representative, Secretary of the board of directors and general legal adviser, Secretary of the Discipline Inspection Commission, chief risk officer, person in charge of compliance and legal liability of Changjiang Property Insurance Co., Ltd., and Secretary of the Discipline Inspection Commission of the company.
Li Jun, male, born in June 1968, master of engineering, senior engineer. Now he is the deputy general manager of the company. He has successively served as deputy director of the office, director of the chemical branch, director of the office, assistant to the general manager, Secretary of the Discipline Inspection Commission and chairman of the trade union of Qingshan Power Generation Company, Secretary of the Party committee, deputy general manager, executive director and general manager of Jingzhou company, executive director and general manager of Qingshan Power Generation Company, executive director and general manager of Hanchuan company.
Liu Jun, male, born in December 1965, has a postgraduate degree in economic law, senior economist, senior legal adviser and company lawyer. Currently, he is the Secretary of the board of directors and general counsel of the company. He has successively served as secretary of the Discipline Inspection Commission and chairman of the trade union of Jingmen Company, Secretary of the Discipline Inspection Commission and chairman of the trade union of Hanchuan company, director of the Political Work Department (Discipline Inspection and supervision department and Working Committee Office), director of the general manager work department (Party Committee Office and petition Office) and director of the securities financing law department.
As of the disclosure date of this announcement, the above senior managers do not hold shares of the company, and there is no relationship with shareholders holding more than 5% shares of the company and directors, supervisors and senior managers of the company. There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC; Not punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange; There is no situation that the company law of the people’s Republic of China and the Listing Rules of Shenzhen Stock Exchange prohibit serving as directors, supervisors and senior managers of listed companies; He is not the person who has broken his promise; Comply with relevant laws, administrative regulations, departmental rules and normative documents
