Securities code: 688009 securities abbreviation: China Railway Signal & Communication Corporation Limited(688009) Announcement No.: 2022-001 China Railway Signal & Communication Corporation Limited(688009)
Announcement on the general election of the board of directors and the board of supervisors
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
The term of office of the third board of directors and board of supervisors of China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as “the company”) has expired. In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association, the company has carried out the general election of the board of directors and board of supervisors, The general election of the board of directors and the board of supervisors is hereby announced as follows:
1、 General election of the board of directors
The company held the 33rd meeting of the third board of directors on January 17, 2022, and deliberated and adopted the proposal on nominating candidates for non independent directors of the Fourth Board of directors and the proposal on nominating candidates for independent directors of the Fourth Board of directors. The specific nominations are as follows (the resume is attached):
1. The board of directors of the company agrees to nominate Mr. Zhou Zhiliang, Mr. Xu Zongxiang, Mr. Yang Yongsheng and Mr. Guo Yonghong as candidates for non independent directors of the Fourth Board of directors of the company after being nominated by the shareholders and approved by the qualification review of the Nomination Committee;
2. Upon nomination by shareholders and approval by the nomination committee, the board of directors of the company agreed to nominate Mr. Yao Guiqing, Mr. Yao Zuhui and Mr. Fu Junyuan as candidates for independent directors of the Fourth Board of directors of the company. Among them, Mr. Fu Junyuan is an accounting professional. Independent director candidate Mr. Yao Guiqing has obtained the qualification certificate of independent director. Independent director candidates Mr. Yao Zuhui and Mr. Fu Junyuan have not obtained the independent director qualification certificate, and have promised to participate in the latest independent director qualification training held by Shanghai Stock Exchange and obtain the independent director qualification certificate after this nomination.
According to relevant regulations, the candidates for independent directors of the company shall be reviewed by Shanghai Stock Exchange and submitted to the general meeting of shareholders of the company for deliberation. The company will hold a general meeting of shareholders in due time to consider the replacement of the board of directors, in which the election of non independent directors and independent directors will be conducted in the form of cumulative voting system. The directors of the Fourth Board of directors of the company will take office from the date of deliberation and approval by the general meeting of shareholders of the company, and the term of office is three years. The independent directors of the third board of directors of the company expressed their independent opinions on the above matters.
2、 General election of the board of supervisors
The company held the 16th meeting of the third board of supervisors on January 17, 2022, deliberated and adopted the proposal on nominating candidates for shareholder representative supervisors of the Fourth Board of supervisors, and agreed to nominate Mr. Kong Ning and Ms. Li Tienan as candidates for shareholder representative supervisors of the Fourth Board of supervisors of the company (the resume is attached). The company will hold a general meeting of shareholders in due time to consider the change of the board of supervisors, Among them, the election of shareholder representative supervisors will be conducted in the form of cumulative voting system. The above two shareholders’ representative supervisors and one employee representative supervisor elected by the employee congress of the company will jointly form the Fourth Board of supervisors. The supervisor of the Fourth Board of supervisors of the company will take office from the date of deliberation and approval by the general meeting of shareholders of the company, and the term of office is three years.
3、 Other information
1. The qualifications of the above candidates for directors and supervisors meet the requirements of relevant laws, administrative regulations and normative documents for the qualifications of directors and supervisors, and there is no situation that they are not allowed to serve as directors and supervisors of the company as stipulated in the company law and the articles of association The candidates for supervisors have not been subject to administrative punishment by the China Securities Regulatory Commission or punishment by the exchange, and there are no other circumstances that Shanghai stock exchange determines that they are not suitable to serve as directors and supervisors of listed companies. The educational background, working experience, professional ability and professional quality of the above candidates for directors and supervisors can meet the requirements for performing the duties of directors and supervisors of the company.
2. This general election still needs to be submitted to the general meeting of shareholders of the company for deliberation. In order to ensure the normal operation of the board of directors and the board of supervisors of the company, the third board of directors and the third board of supervisors shall continue to perform their duties in accordance with the company law, the articles of association and other relevant provisions before the above-mentioned general meeting of shareholders is deliberated and approved.
The company sincerely thanks the directors of the third board of directors and the supervisors of the third board of supervisors for their contributions to the development of the company during their tenure!
It is hereby announced.
China Railway Signal & Communication Corporation Limited(688009) board of directors January 18, 2022
Resume of candidates for the fourth session of non independent directors
1. Resume of Zhou zhiliang
Mr. Zhou Zhiliang, born in 1964, has served as the executive director and chairman of the company since January 2012 and presided over the overall work of the board of directors. Since June 2017, he has served as the party secretary of the company. Since May 2017, he has served as chairman and party secretary of China Railway Communication and signaling Group Co., Ltd. and general manager and deputy party secretary of China Railway Communication and signaling Group Co., Ltd. from January 2012 to may 2017. From October 2007 to January 2012, he served as vice president and member of the Standing Committee of the Party committee of China Railway Construction Corporation Limited(601186) (listed on the stock exchange, stock code: 1186; listed on the Shanghai Stock Exchange, stock code: 601186). From March 2011 to January 2012, he also served as the chairman of China Railway Construction Corporation Limited(601186) Investment Co., Ltd. From December 2004 to October 2007, he served as deputy general manager and member of the Standing Committee of the Party committee of China Railway Construction Corporation; From November 2001 to December 2004, served as president and Deputy Secretary of the Party committee of the fourth survey and Design Institute of the Ministry of railways; From January 2000 to November 2001, he served as the chairman of the trade union of the fourth survey and Design Institute of the Ministry of railways; From November 1996 to January 2000, he served as the director of the second survey and Design Department of the fourth survey and Design Institute of the Ministry of railways. Mr. Zhou graduated from China Institute of mining and technology in July 1985, majoring in hydrogeology and engineering geology, with a Bachelor of engineering degree; He graduated from the school of economics and management of Tsinghua University in January 2008 with a master’s degree in business administration. Mr. Zhou is a senior engineer. Mr. Zhou was elected vice chairman of China Railway Society in January 2017, deputy to the 15th Beijing Municipal People’s Congress in November 2017 and director of communication and signal branch of China Railway Society in June 2018.
2. Resume of Xu Zongxiang
Mr. Xu Zongxiang, born in 1963, has served as the executive director of the company since February 2020 and the president of the company since December 2019. Since November 2019, he has served as Deputy Secretary of the Party committee, director and general manager of China Railway Communication and signaling Group Co., Ltd. From October 2012 to November 2019, he successively held multiple positions of Crrc Corporation Limited(601766) (listed on the stock exchange, stock code: 1766; listed on the Shanghai Stock Exchange, stock code: 601766), including serving as the executive director of Crrc Corporation Limited(601766) from June 2017 to November 2019; From May 2017 to November 2019, served as a member of the Standing Committee of the Crrc Corporation Limited(601766) Party committee; From October 2012 to may 2015, he served as vice president and member of the Standing Committee of the Party committee of CSR.
He once served as deputy director of Zhuzhou Electric Locomotive Factory, director and general manager, director and general manager and Deputy Secretary of the Party committee of CRRC Zhuzhou Electric Locomotive Co., Ltd., executive director and general manager and Deputy Secretary of the Party committee; Member of the Standing Committee of the Party committee of CSR; Deputy general manager of Crrc Corporation Limited(601766) Group Co., Ltd.
Mr. Xu graduated from the Department of electrical engineering of Xi’an Jiaotong University in August 1983, majoring in electrical technology, with a bachelor’s degree and a bachelor’s degree in engineering; In June 2003, he graduated from the school of information science and engineering of Central South University with a master’s degree in transportation engineering; In November 2012, he graduated from the school of civil engineering, Central South University, majoring in civil engineering planning and management, with a postgraduate degree and a doctor’s degree in engineering. Mr. Xu is a senior engineer.
3. Resume of Yang Yongsheng
Mr. Yang Yongsheng, born in 1968, has served as the executive director of the company since August 2018. Since June 2018, he has served as a visiting professor of Dalian Senior Management College, China; Since November 2017, he has served as an off campus tutor of the senior management education center of the school of economics of Peking University. Since July 2017, he has served as Deputy Secretary of the Party committee of China Railway Communication and signaling Group Co., Ltd; Since November 2017, he has served as the employee director of China Railway Communication and signaling Group Co., Ltd. From April 2017 to July 2017, he successively served as the leader of the working group, Secretary of the temporary Party committee and chairman of the board of directors of China Urban Rural Construction Group Co., Ltd; From February 2016 to April 2017, he served as party secretary and vice chairman of China Road and Bridge Engineering Co., Ltd; From December 2010 to February 2016, he successively held several positions of China Communications Construction Company Limited(601800) (listed on the stock exchange, stock code: 1800; listed on the Shanghai Stock Exchange, stock code: 601800), including deputy director of the general office, general manager of the human resources department, director of the Organization Department of the Party committee, executive vice president of the school of management, executive vice president of the Party school, etc; From March 2010 to December 2010, served as deputy director of the General Manager Department of China water resources and Hydropower Construction Co., Ltd; From July 1988 to July 2006, he successively held many positions in Sinohydro bureau 5, including the president of the middle school for the children of employees, the director of the education department, the director of the human resources department, the director of the Organization Department of the Party committee, the director of the Restructuring Office, the deputy director, the chief economist, etc. Mr. Yang graduated from Lisbon University of business administration in Portugal in May 2012 with a doctorate in management. Mr. Yang is a senior economist and senior engineer. He is the author of the monograph “cultivation of global competitiveness” (Renmin University Press, 2018) “from competitiveness to core competitiveness” (China Development Press, the first edition in 2014 and the second edition in 2016). He is an expert on special government subsidies under the State Council.
4. Resume of Guo Yonghong
Mr. Guo Yonghong, born in 1963, has served as a non-executive director of the company since March 2021. Since August 2020, he has served as a full-time external director of central enterprises. From March 2018 to August 2020, served as party secretary, chairman and general manager of China Mobile Tietong Co., Ltd; From May 2018 to August 2020, he served as chairman and general manager of China Tietong Group Co., Ltd. From November 2015 to March 2018, he served as chairman, general manager and member of the Party committee of China Mobile Communication Group Chongqing Co., Ltd. (secretary of the Party Committee since January 2017), executive director (since February 2018) and general manager of Chongqing communication service company. From March 2008 to November 2015, he served as chairman, general manager and member of the Party group of China Mobile Communications Hubei Co., Ltd. (secretary of the Party group since March 2010); From July 2011 to November 2015, he concurrently served as the general manager of Hubei communication service company. From February 2007 to March 2008, he served as director and CEO of simbaco. From July 2006 to June 2007, he served as chairman, party secretary and general manager of China Mobile Guizhou Co., Ltd. From November 2000 to July 2006, he served as a director (since July 2001), deputy general manager and member of the Party group of Hebei mobile communication company.
Mr. Guo graduated from the Hong Kong Polytechnic University in October 2008 with a doctorate in management. In March 2003, he graduated from Fudan University and the Norwegian School of management, majoring in information and communication management, and obtained a master’s degree in management. Mr. Guo is a professor level senior engineer.
Resume of candidates for the fourth independent director
1. Resume of Yao Guiqing
Mr. Yao Guiqing, born in 1955, has served as an independent non-executive director of the company since August 2018. Since November 2018, he has served as a director of China General Technology Group Co., Ltd. From February 1990 to March 2018, he successively served as Deputy Secretary of the Party committee, chairman of the trade union, employee director, general manager and vice chairman of China Railway Engineering Corporation. From September 2007 to March 2018, he successively served as vice president, deputy secretary of the Party committee, chairman of the trade union, chairman of the board of supervisors and vice chairman of China Railway Group Limited(601390) (listed on the stock exchange, stock code: 0390; listed on the Shanghai Stock Exchange, stock code: 601390); From August 2010 to March 2018, he served as the executive director of the company. From December 1971 to February 1990, he successively served as director of the organization department and Secretary of the Youth League Committee of the Third Engineering Bureau of the Ministry of Railways of China.
Mr. Yao graduated from the Party School of the CPC Central Committee in July 2002 and obtained an on-the-job postgraduate degree in economic management. Mr. Yao is a senior economist.
2. Resume of Yao Zuhui
Mr. Yao Zuhui, born in 1965, is currently the chairman and CEO of Shanghai Hong Kong joint holding Co., Ltd., deputy to the National People’s Congress and part-time vice chairman of Shanghai Federation of industry and commerce. Since 1994, Mr. Yao has held a number of positions in Shanghai Hong Kong joint holding Co., Ltd. (listed on the stock exchange, stock code: 1001), including executive director, CEO and chairman. He is also the chairman of the nomination committee, member of the Remuneration Committee and director of several subsidiaries of Shanghai Hong Kong joint holding Co., Ltd. Since 2004, he has served as an independent non-executive director of Kaida Group Co., Ltd. (listed on the stock exchange, stock code: 0180). From 2015 to 2020, he served as an independent non-executive director of Shanghai Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) business (Group) Co., Ltd. (listed on the stock exchange, stock code: 16 listed on the Shanghai Stock Exchange, stock code: 600635). Mr. Yao’s public services include deputy to the 13th National People’s Congress of Hong Kong, President of Shanghai Hong Kong Economic Development Association, vice chairman of Shanghai Federation of industry and commerce, President of Fudan University and President of the Council of Lingnan University of Hong Kong. Mr. Yao graduated from the University of California, Berkeley with a Bachelor of science and an MBA from Harvard Business School. Mr. Yao was awarded the “Hong Kong Young Industrialist Award” by the Hong Kong Federation of industries in 2004, the “justice of the peace” by the Hong Kong SAR Government in 2008 and the “bronze Bauhinia Star Award” by the Hong Kong SAR Government in 2016.
3. Resume of Fu Junyuan
Mr. Fu Junyuan, born in 1961, graduated from Beijing Jiaotong University, doctor of management and senior accountant. From August 2018 to September 2021, Mr. Fu served as member of the Standing Committee of the Party committee and chief accountant of China Poly Group Co., Ltd. From September 1996 to September 2018, he held several positions in China Communications Construction Group Co., Ltd., including serving as the temporary party secretary of China Communications Construction Group Co., Ltd. from December 2005 to August 2006
