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兗州煤業股份有限公司 YANZHOU COAL MINING COMPANY LIMITED (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1171)
PROPOSED CHANGE OF DIRECTORS AND SUPERVISORS
Proposed Change of Directors
The resolution on nomination of directors (the "Directors") of Yanzhou Coal Mining Company Limited (the "Company") for the eighth session of the board of Directors (the "Board") was considered and approved at the 32nd meeting of the seventh session of the Board held on 27 March 2020. It was agreed that Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. Zhao Qingchun and Mr. He Jing were nominated as candidates for Directors for the eighth session of the Board, and Mr. Tian Hui, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Zhu Limin were nominated as candidates for independent non-executive Directors for the eighth session of the Board, and decided to submit this proposal to the 2019 annual general meeting of the Company for consideration and approval.
The staff Directors for the eighth session of the Board of the Company shall be elected by the staff in the staff representative meeting or by other ways democratically.
The Board hereby announces that, Mr. Guo Dechun will cease to act as Director, Mr. Kong Xiangguo will cease to act as independent non-executive Director, member of Audit Committee and Remuneration Committee of the Board, and Mr. Qi Anbang will cease to act as independent non-executive Director, chairman of Remuneration Committee and member of Audit Committee and Strategy and Development Committee due to expiration of the term of service of the seventh session of the Board with effect from the date of the conclusion of the 2019 annual general meeting of the Company.
Each of Mr. Guo Dechun, Mr. Kong Xiangguo and Mr. Qi Anbang confirms that he has no disagreement with the Board and no matter relating to his retirement is required to be brought to the attention of the Hong Kong Stock Exchange Limited (the "Stock Exchange") and the shareholders of the Company (the "Shareholders"). The Board would like to take this opportunity to express its sincere gratitude to Mr. Guo Dechun, Mr. Kong Xiangguo and Mr. Qi Anbang for their contributions to the Company during their respective term of service.
The Board further announces that, Mr. He Jing is proposed to be appointed as Director, and Mr. Tian Hui and Mr. Zhu Limin are proposed to be appointed as independent non-executive Director with the term of service being the same as the eighth session of the Board, i.e., three years from the date of the conclusion of the 2019 annual general meeting of the Company till the date of the conclusion of the general meeting for the election of the members of the ninth session of the Board. Such appointment will be subject to the approval by the Shareholders at the 2019 annual general meeting of the Company.
For the biographical details of non-staff Director candidates, please refer to Appendix I to this announcement.
Subject to the Shareholders’ approval for their respective appointment, each of the above proposed Directors will enter into a service contract with the Company commencing from the date of the conclusion of the 2019 annual 1 general meeting of the Company till the date of the conclusion of the general meeting for the election of the members of the ninth session of the Board.
As far as the Directors are aware and save as disclosed in this announcement, Mr. He Jing, Mr Tian Hui and Mr. Zhu Limin: (i) had not held any directorships in any public companies the securities of which were listed on any securities market in Hong Kong and/or overseas in the past three years, nor held any other major appointment and professional qualification; (ii) do not hold any other position with the Company or its subsidiaries; (iii) did not have any interests in the shares or securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) did not have any relationship with other current directors, senior management and substantial or controlling shareholders of the Company.
The remuneration of Mr. He Jing, Mr Tian Hui and Mr. Zhu Limin will be determined at the general meeting of the Company with reference to their respective duties, responsibilities, experience and the prevailing market conditions.
Save as disclosed in this annoucement, the Board is not aware of any other matter in relation to the proposed appointments of Mr. He Jing, Mr Tian Hui and Mr. Zhu Limin which is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and any other matter that needs to be brought to the attention of the Shareholders.
Proposed Change of Supervisors
The resolution on nomination of supervisors of the Company (the "Supervisors") for the eighth session of the supervisory committee of the Company (the “Supervisory Committee”) was considered and approved at the 18th meeting of the seventh session of the Supervisory Committee on 27 March 2020. It was agreed that Mr. Gu Shisheng, Mr. Zhou Hong, Mr. Li Shipeng and Mr. Qin Yanpo were nominated as the candidates for non-staff Supervisors of the eighth session of the Supervisory Committee, and decided to submit this resolution to the 2019 annual general meeting of the Company for consideration and approval.
The staff Supervisors for the eighth session of the Supervisory Committee shall be elected by the staff in the staff representative meeting or by other ways democratically.
The Company announces that, Mr. Meng Qingjian and Mr. Zhang Ning will cease to act as the Supervisors due to expiration of the term of service of the seventh session of the Supervisory Committee with effect from the date of the conclusion of the 2019 annual general meeting of the Company. Each of Mr. Meng Qingjian and Mr. Zhang Ning confirms that there is no disagreement between him and the Supervisory Committee and the Board, and there is no matter relating to his retirement that needs to be brought to the attention of the Stock Exchange or the Shareholders. The Board would like to take this opportunity to express its sincere gratitude to Mr. Meng Qingjian and Mr. Zhang Ning for their contributions to the Company during their respective term of service.
The Company announces that, Mr. Li Shipeng and Mr. Qin Yanpo are proposed to be appointed as the Supervisors with the term of service being the same as the eighth session of the Supervisory Committee, i.e, three years from the date of the conclusion of the 2019 annual general meeting of the Company till the date of the conclusion of the general meeting for the election of the members of the ninth session of the Supervisory Committee. Such appointments will be subject to the approval by the Shareholders at the 2019 annual general meeting of the Company.
For the biographical details of the non-staff Supervisor candidates, please refer to Appendix II to this announcement.
As far as the Directors are aware and save as disclosed in this announcement, Mr. Li Shipeng and Mr. Qin Yanpo: (i) had not held any directorships in any public companies the securities of which were listed on any securities market in Hong Kong and/or overseas in the past three years, nor held any other major appointment and professional qualification; (ii) do not hold any other position with the Company or its subsidiaries; (iii) did not have any interests in the shares or securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) did not have any relationship with other current directors, senior management and substantial or controlling shareholders of the Company. 2
Mr. Li Shipeng and Mr. Qin Yanpo will not receive any remuneration for the duties performed as Supervisors of the Company during their term of services.
Save as disclosed in this annoucement, the Board is not aware of any other matter in relation to the proposed appointments of Mr. Li Shipeng and Mr. Qin Yanpo which is required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules and any other matter that needs to be brought to the attention of the Shareholders.
The notice of the annual general meeting and a circular containing, among other matters, details of the proposed appointment of the Directors and Supervisors, together with the details of the annual general meeting, will be dispatched to the Shareholders as soon as practicable.
By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman
Zoucheng, Shandong Province, the PRC 27 March 2020
As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. GuoDechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent non- executive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.
* For identification purposes only.
3 Appendix I Biographical Details of Non-staff Director Candidates
Directors
Li Xiyong, born in October 1963, a research fellow in applied engineering technology with an EMBA degree, is the Chairman of the Company and the Chairman and the Secretary of the Party Committee of Yankuang Group. Mr. Li Xiyong commenced his career in 1981. He was appointed as the head of Huafeng Coal Mine of Xinwen Mining Group Co., Ltd. in May 2001. In June 2006, he was appointed as the Vice General Manager of Xinwen Group. In May 2010, he was appointed as the Chairman and the Secretary of the Party Committee of Xinwen Group. In March 2011, he was appointed as the Vice chairman of Shandong Energy Group Co., Ltd. and the Chairman and the Secretary of the Party Committee of Xinwen Group. In July 2013, he was appointed as the Director, the General Manager and the Vice Secretary of the Party Committee of Yankuang Group. In February 2015, he was appointed as the Chairman and Party Committee Secretary of Yankuang Group. In September 2013, he was appointed as the Chairman of the Company. Mr. Li Xiyong graduated from Shandong University of Science and Technology and Nankai University.
Li Wei, born in September 1966, a research fellow in applied engineering technology with a doctoral degree in engineering, is Vice Chairman of the Company, Deputy Secretary of the Party Committee and General Manager of Yankuang Group. Mr. Li Wei joined the Company’s predecessor in 1988. He was appointed as Vice head of Baodian Coal Mine of Yankuang Group in December 1996, the Director of Reorganization Division of Strategic Resource Development Department of Yankuang Group in May 2002, the Chairman, the Secretary of the Party Committee and the General Manager of Yankuang Xilin Neng Hua Co., Ltd in September 2002. In March 2004, he was in charge of all party committee works and management of Baodian Coal Mine, and he was appointed as the head and Deputy Secretary of the Party Committee of Baodian Coal Mine in September 2004, the head and the Deputy Secretary of Party Committee of Nantun Coal Mine in August 2007, the Vice Chief Engineer of Yankuang Group and the Vice Director of Production Safety Inspection Bureau in August 2009, the Vice General Manager of Yankuang Group and the Director of Production Safety Inspection Bureau. In May 2015, he was appointed as the Director, the General Manger and the Vice Secretary of the Party Committee of Yankuang Group, the General Manager of Yankuang Group in December 2015, and the Vice Chairman of the Company in June 2016. Mr. Li Wei graduated from University of Science and Technology Beijing.
Wu Xiangqian, born in February 1966, a research fellow in applied engineering technology and a PhD in engineering, is the Director and the General Manager of the Company. Mr. Wu Xiangqian joined the Company’s predecessor in 1988. In 2003, he was appointed as the Vice head of Jining No.3 Coal Mine of the Company. In 2004, Mr. Wu Xiangqian was appointed as the Vice Head and the Chief Engineer of Jining No. 3 Coal Mine. In 2006, he was appointed as the Manager of Jining No. 3 Coal Mine. In March 2014, he was appointed as the Chairman and the General Manager of Yanzhou Coal Ordos Neng Hua Co., Ltd. ("Ordos Neng Hua") and Chairman of Inner Mongolia Haosheng Coal Mining Co., Ltd, both of which are subsidiaries of the Company. In May 2014, he was appointed as a Director of the Company. In January 2016, he was appointed as the General Manager of the Company. Mr. Wu Xiangqian graduated from Shandong University of Science and Technology and China University of Mining and Technology.
Liu Jian, born in February 1969, a research fellow in applied engineering technology and a master in engineering, is the Vice General Manager of the Company. Mr. Liu Jian joined the Company’s predecessor in 1992 and was appointed as the Vice Manager of Dongtan Coal Mine of the Company in 2009. He was appointed as the Manager of Jining No. 3 Coal Mine and the Manager of Dongtan Coal Mine of the Company in 2014 and January 2016, respectively. In December 2016, he was appointed as the Vice General Manager of the Company. In May 2019, he was appointed Director of the Company. Mr. Liu Jian graduated from Shandong University of Science and Technology.
Zhao Qingchun, born in March 1968, a senior accountant with an EMBA degree, is a Director and the Finance Director of the Company. Mr. Zhao Qingchun joined the Company’s predecessor in 1989 and was appointed as the Chief Accountant of Finance Department in 2002 and Director of the Planning and Finance Department of the Company in 2006. In March 2011, he was appointed as the Vice Chief Financial Officer and the Director of the Finance Department of the Company. In March 2014, Mr. Zhao was appointed the Deputy Finance Director and the Director of the Finance Management Department of the Company. In January 2016, he was appointed as the Finance Director of the Company, and was appointed as the Director of the Company in June 2016. Mr. Zhao 4 Qingchun graduated from Nankai University.
He Jing, born in June 1970, is a senior economist and Deputy General Manager of the Company. Mr. He Jing joined the predecessor of the Company in 1992. Mr. He Jing was appointed as Deputy Director of the Human Resources Department of Yankuang Group in 2013, Deputy Director of the Operation and Management Department of Yankuang Group in 2014, Deputy Director of the Goods and Material Supply Center of the Company in 2015, Director of the Goods and Material Supply Center of the Company in 2016, Director of the Marketing and Sales Center of the Company in 2017 and Deputy General Manager of the Company since June 2017. Mr. He Jing graduated from China Coal Economy Academy. According to the share option scheme adopted by the Company on 12 February 2019, Mr. He Jing holds 260,000 unvested options of the Company.
Independent Non-executive Directors
Tian Hui, born in August 1951, is a PhD supervisor, professor-level senior engineer and national master of engineering survey and design, and enjoys special subsidies from the State Council. Mr. Tian Hui is currently Deputy Director of the China Coal Industry Technology Committee. Mr. Tian Hui was Deputy Division Director and Deputy Director of the Shenyang Design Institute of the Coal Ministry, Deputy Director and Deputy Secretary of Beijing Coal Design Institute (Group), Director and Secretary of the Party Committee of China Coal International Engineering Design Institute, Secretary of the Party Committee and Vice Chairman of the board of China Coal Technology Engineering Group and Deputy Director of China Coal Industry Association. Mr. Tian Hui graduated from China University of Mining and Technology.
Cai Chang, born in December 1971, is a professor, PhD supervisor, PhD in Accountancy, Post-doctor of Economics, and an International Certified Senior Public Accountant (ICSPA). Mr. Cai Chang is currently the Director of the Tax Planning and Legal Research Center of the Central University of Finance and Economics, the Director of the Tax Administration Department and the Director of Editorial Board of the Chinese Tax and Legal Think Tank. Mr. Cai Chang is also a member of the Chinese Tax Institute, a visiting professor of Peking University and Tsinghua University, and a master supervisor of Chinese Academy of Social Sciences Graduate School of Taxation and a lecture professor of Minjiang Scholars. Mr. Cai presided over the completion of a number of national and provincial key scientific research projects and published ten works in the field of accounting and tax. Mr. Cai was appointed as the independent non-executive Director of the Company in November 2017. Mr. Cai Chang graduated from Tianjin University of Finance and Economics and the Chinese Academy of Social Sciences.
Poon Chiu Kwok, born in April 1962, a bachelor of laws and a bachelor of business, a master of international accounting, senior certified accountant of CPA Australia, a senior member of Hong Kong Institute of Chartered Secretaries and a member of its consulting group, the audit committee, the China focus group, a senior associate of the Chartered Corporate Governance Institute (previously known as the Institute of Chartered Secretaries and Administrators), a senior member and invited tutor of the Hong Kong Securities and Investment Association. Mr. Poon Chiu Kwok currently is the executive Director, Vice President and the Company Secretary of Huabao International Holdings Limited. Mr. Poon Poon Chiu Kwok has many years of working experience in investment banks, and has cross-industry experience in the financing, governance and management of listed companies. Currently he also acts as an independent Director in the following companies listed in the HKEX: Sunac China Holdings Limited, SANY Heavy Equipment International Holdings Limited, AUX International Holdings Limited, Chongqing Changan Minsheng APLL Logistics Co., Ltd., Green Town Service Group Co., Ltd., Tonly Electronics Holdings Limited, TUS International Limited, Yuanda China Holdings Limited, Jinchuan Group International Resource Co. Ltd, and Honghua Group Co., Ltd. Mr. Poon Chiu Kwok was appointed as an independent non-executive Director of the Company in June 2017. Mr. Poon Chiu Kwok graduated from University of London UK.
Zhu Limin, born in October 1951, holds a master's degree in economics. Mr. Zhu Limin was Deputy Division Director of the Pilot Program Department of National Institution Reform Committee, Division Director of Comprehensive Planning and Pilot Program Department of National Institution Reform Committee, Deputy General Manager of China Enterprise Shareholding Consultancy Company affiliated to National Institution Reform Committee, Deputy Director of Audit Department of China Securities Regulatory Commission, Deputy 5 Director of Audit Bureau of China Securities Regulatory Commission, Director of Investors Education Office and Coordination Department of China Securities Regulatory Commission, Compliance Director of China Securities Corporation, and Chairman of Supervisory Committee of China Securities Corporation. Mr. Zhu Limin is currently a director of Focus Technology Co., Ltd, and independent director of Aisino Corporation, Goldstate Securities Corporation (a private company) and Xinda Securities Corporation (a private company). Mr. Zhu Limin graduated from Nankai University and Renmin University of China.
6 Appendix II Biographical Details of Non-staff Supervisors Candidates
Gu Shisheng, born in January 1964, a professor level senior administrative officer with a postgraduate diploma, is the Chairman of the Supervisory Committee of the Company and the Employee Director, a member of the Party Committee and the Chairman of the Labor Union of Yankuang Group. Mr. Gu Shisheng joined the Company’s predecessor in 1979. He served as the Deputy Party Committee Secretary of Xinglongzhuang Coal Mine of Yankuang Group in 1996 and the Party Committee Secretary of Xinlongzhuang Coal Mine of the Company in 2002. He served as the Deputy Secretary of the Discipline Inspection Commission and the Director of Inspection Department of Yankuang Group in 2003. He was appointed as the Chairman of the Labor Union of Yankuang Group in January 2014 and an Employee Director and member of the Party Committee in December 2015. He served as a Supervisor of the Company in May 2014 and Vice Chairman of the Supervisory Committee of the Company in July 2015. He was appointed as the Chairman of the Supervisory Committee of the Company in June 2017. Mr. Gu Shisheng graduated from the Party School of Shandong Provincial Communist Committee.
Zhou Hong, born in May 1970, senior accountant, professor level senior administrative officer, senior economist, A level Human Resource Professional, with a college diploma and a bachelor's degree in economics, is the Vice Chairman of the Supervisory Committee of the Company. Mr. Zhou Hong joined the predecessor of the Company in 1994 and served as the Chief Economist, the Vice Director and the Director of the Human Resource Department of Yankuang Group in August 2006, August 2009, June 2012 successively. He was appointed as the Director of the Operation Management Department of Yankuang Group in March 2014, the Director of the Organization Department of the Party Committee (Human Resource Department) in November 2015, the Employee Supervisor of Yankuang Group in December 2015, and the General Manager Assistant of Yankuang Group in June 2016. He was appointed as a member of the Party Committee of Yankuang Group in October 2019 and the Vice Chairman of the Supervisory Committee of the Company in June 2017. Mr. Zhou Hong graduated from China Coal Economics Institute.
Li Shipeng, born in February 1978, a senior accountant with a master degree of engineering. Mr. Li Shipeng joined the Company in 2000 and was appointed as the Chief Accountant and the Vice Director of Finance Management Department of Yankuang Group (in charge of work) in December 2017 and January 2020, respectively. Mr. Li Shipeng graduated from China University of Petroleum.
Qin Yanpo, born in February 1975, a senior accountant with a postgraduate diploma. Mr. Qin Yanpo joined the Company's predecessor in 1996, and was appointed as the Director of Finance Management Department of Ordos Neng Hua in September 2014; Financial Director and General Counsel of Ordos Neng Hua in November 2016, and director, Financial Director and General Counsel of Ordos Neng Hua in November 2016. Mr. Qin Yanpo graduated from Northwestern Polytechnical University. According to the share option scheme adopted by the Company on 12 February 2019, Mr. Qin Yanpo holds 120,000 unvested options of the Company.
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