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天津津燃公用事業股份有限公司
TIANJIN JINRAN PUBLIC UTILITIES COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01265)
PROPOSED CHANGES, ELECTION AND RE-ELECTION OF
DIRECTORS AND SUPERVISORS
The term of office of the current session of the board (the "Board") of directors (the "Director(s)") and the supervisory committee (the "Supervisory Committee") of Tianjin Jinran Public Utilities Company Limited (the "Company") will expire at the conclusion of the forthcoming annual general meeting of the Company (the "AGM").
PROPOSED CHANGE, ELECTION AND RE-ELECTION OF THE DIRECTORS
As at the date of this announcement, the Board had nine Directors, comprising three executive Directors, namely Mr. Zhao Wei (Chairman), Ms. Tang Jie and Mr. Sun Liangchuan, three non-executive Directors, namely Mr. Hou Shuang Jiang, Mr. Zhao Heng Hai and Mr. Zhang Jinlin, and three independent non- executive Directors, namely Mr. Zhang Ying Hua, Mr. Yu Jian Jun and Mr. Guo Jia Li.
Due to his other work arrangements, Mr. Zhang Jinlin will retire as a non-executive Director with effect from the conclusion of the AGM and will not offer himself for re-election at the AGM. Mr. Zhang Jinlin has confirmed that he has no disagreement with the Board in any aspect during his term of office and there is no matter relating to his retirement that will need to be brought to the attention of the shareholders of the Company (the "Shareholders").
As recommended by the nomination committee of the Company, the Board proposes the following candidates to be re-elected or elected as the members of the new session of the Board at the AGM:
- Each of Mr. Zhao Wei (Chairman), Ms. Tang Jie and Mr. Sun Liangchuan be re-elected as an executive Director;
- Each of Mr. Hou Shuang Jiang and Mr. Zhao Heng Hai be re-elected as a non-executive Director;
- Ms. Hou Yuling be elected as a new non-executive Director;
- Each of Mr. Zhang Ying Hua, Mr. Yu Jian Jun and Mr. Guo Jia Li be re-elected as an independent non- executive Director.
The biographical details of Ms. Hou Yuling are set out in the Appendix to this announcement.
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PROPOSED CHANGES, ELECTION AND RE-ELECTION OF THE SUPERVISORS
As at the date of this announcement, the Supervisory Committee comprises five supervisors ("Supervisors"), namely Mr. Yang Hu Ling (as shareholders' representative Supervisor), Ms. Xu Hui and Mr. Liu Zhi Yuan (both as independent Supervisors), and Ms. Hao Li and Ms. You Hui Yan (both as staff representative Supervisors).
As Mr. Yang Hu Ling has reached the age of retirement, he will retire as a Supervisor with effect from the conclusion of the AGM and will not offer himself for re-election at the AGM. Due to her desires to devote more time to her personal matters, Ms. Hao Li has tendered her resignation as a Supervisor with effect from the conclusion of the AGM.
Each of Mr. Yang Hu Ling and Ms. Hao Li has respectively confirmed that he or she has no disagreement with the Board in any aspect during his or her term of office, and there is no matter relating to his or her retirement that will need to be brought to the attention of the Shareholders.
The Company proposes to elect Mr. Sun Guoqing as the shareholders' representative Supervisor of the new session of the Supervisory Committee, and to re-elect Ms. Xu Hui and Mr. Liu Zhi Yuan as independent Supervisors of the new session of the Supervisory Committee at the AGM.
Ms. You Hui Yan has been re-elected, and Ms. Zhang Tingting has been newly elected, as staff representative Supervisors at the staff representatives' meeting. The appointment of Ms. Zhang Tingting will take effect from the conclusion of the AGM.
The biographical details of Mr. Sun Guoqing and Ms. Zhang Tingting are set out in the Appendix to this announcement.
If elected or re-elected, each of the proposed Directors and Supervisors will enter into a service contract with the Company for a term of three years commencing from the conclusion of the AGM and ending on the conclusion of the annual general meeting of the Company to be held in 2024. The Board will seek the Shareholders' approval for the remuneration of the proposed Directors and Supervisors to be determined by the Board.
A circular containing, among other things, the biographical details of the proposed Directors and Supervisors, the proposal of their remuneration and the notice of the AGM, will be despatched to the Shareholders in accordance with the requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the articles of association of the Company.
By order of the Board
Tianjin Jinran Public Utilities Company Limited
Zhao Wei
Chairman
Tianjin, People's Republic of China, 16 April 2021
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Zhao Wei (Chairman), Ms. Tang Jie and Mr. Sun Liangchuan, three non-executive Directors, namely Mr. Hou Shuang Jiang, Mr. Zhao Heng Hai and Mr. Zhang Jinlin, and three independent non-executive Directors, namely Mr. Zhang Ying Hua, Mr. Yu Jian Jun and Mr. Guo Jia Li.
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APPENDIX
Biographical details of the proposed new non-executive Director and Supervisor to be elected at the AGM, and the new staff representative Supervisor
Non-executive Director
Ms. Hou Yuling（侯玉玲）, aged 38, graduated with a bachelor's degree of engineering from the Yantai University（烟台大學）in PRC in July 2004. She received a master's degree in management from the North China Electric Power University（華北電力大學）in PRC in April 2007. She was qualified as a Senior Economist (Business Administration)（高級經濟師（工商管理））by the Tianjin Municipal Human Resources and Social Security Bureau（天津市人力資源和社會保障局）in December 2020, and Office of Professional Title in Tianjin（天津市職稱工作辦公室）approved her qualification in Business Administration (Medium level) in November 2015.
Ms. Hou has been a deputy manager of the asset management department of Tianjin Energy Investment Company Limited（天津能源投資集團有限公司）("Tianjin Energy") since December 2019. Previously, she was engaged as a manager assistant of the heating industry department of Tianjin Energy in February
2017, and as a deputy manager of heating industry department of Tianjin Energy in April 2018. Ms. Hou was engaged by Tianjin Heat and Electric Company（天津市熱電公司）as an officer assistant of its planning and development department in December 2008, and was engaged as a deputy officer of the planning and
development department (settlement center) in October 2009.
Save as disclosed herein, Ms. Hou does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Company and other members of the Company and its subsidiaries (the "Group"), and save as disclosed, she does not have other major appointments and professional qualifications.
As at the date of this announcement, Ms. Hou do not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").
Shareholders' representative Supervisor
Mr. Sun Guoqing（孫國慶）, aged 50, graduated with a bachelor's degree in economics from Changchun Taxation College（長春稅務學院, now Jilin University of Finance and Economics（吉林財經大學）） ("Changchun Taxation College") in the PRC, in July 1995. He received a master's degree in economics
from Changchun Taxation College in June 2002. He was qualified as Senior Auditor awarded by the
Committees for Appraisal and Election of Senior Auditors of the National Audit Office, the PRC（中華人民 共和國審計署高級審計師評審委員會）in December 2007.
Mr. Sun has been appointed as the manager of the audit department of Tianjin Energy in March 2021. He was appointed as a deputy manager of the audit and supervision department of Tianjin Energy in April 2014. He was engaged as a deputy manager of the audit department of Tianjin Energy in February 2017,
and as a deputy manager (in charge) of the audit department of Tianjin Energy in December 2018). Mr. Sun previously worked in the Changchun Special Office of the National Audit Office（審計署長春特派辦）, the PRC.
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Save as disclosed herein, Mr. Sun does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Company and other members of the Group, and save as disclosed, he does not have other major appointments and professional qualifications.
As at the date of this announcement, Mr. Sun do not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.
Staff representative Supervisor
Ms. Zhang Tingting（張婷婷）, aged 30, graduated with a bachelor's degree in laws in Nankai University （南開大學）, the PRC in June 2013. She received a master's degree in laws from Nankai University（南開 大學）, the PRC in June 2016. She received the certificate of legal professional qualification issued by the Ministry of Justice, the PRC（中華人民共和國司法部）in August 2013, and was qualified as a corporate lawyer by the Ministry of Justice, the PRC（中華人民共和國司法部）in November 2017.
Ms. Zhang has been the deputy department head (in charge) of the securities and legal department of the Company since September 2020. She joined the securities and legal department of the Company in July 2016 and was the temporary responsible person of such department from December 2018 to September 2020.
Save as disclosed herein, Ms. Zhang does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Company and other members of the Group, and save as disclosed, she does not have other major appointments and professional qualifications.
As at the date of this announcement, Ms. Zhang do not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and there are no other matters relating to the election and/or the appointment of the aforesaid new Directors and Supervisors that need to be brought to the attention of the Shareholders.
- Certain Chinese names of institutions, natural persons or other entities have been translated into English and included in this announcement as unofficial translations for reference only.
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