Proposed Appointment of Non-Executive Director and Appointment of Member of the Specialized Committees Under the Board
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6030) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF MEMBER OF THE SPECIALIZED COMMITTEES UNDER THE BOARD PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR The board of directors (the “Board”) of CITIC Securities Company Limited (the “Company”) hereby announces that the Board resolved at a meeting (the “Meeting”) held on 19 March 2020 to propose to appoint Mr. WANG Shuhui as a non-executive director of the Seventh Session of the Board of the Company. The appointment of Mr. WANG Shuhui is subject to the approval by the shareholders’ general meeting of the Company. The Company will complete the relevant filings in relation to Mr. WANG Shuhui’s qualification for serving as a director of a securities company in accordance with the regulatory requirements. The biographical details of Mr. WANG Shuhui are set out below: Mr. WANG Shuhui, aged 48, currently serves as the chairman and general manager of each of Guangzhou Yuexiu Financial Holdings Group Co., Ltd. ( 廣州越秀金融控股集團股份有限公司 ) (a company listed on the Shenzhen Stock Exchange), Guangzhou Yuexiu Financial Holdings Group Limited ( 廣州越秀金融控股集團有限公司 ) and Guangzhou Yuexiu Financial Holdings Capital Management Co., Ltd. ( 廣州越秀金控資本管理有限公司 ), and the chairman of Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd. ( 廣州越秀產業投資基金管理股份 有限公司 ). Mr. WANG successively served as the business manager of the securities issuance consultancy department, the deputy manager of the research and development department, secretary to the board of directors and vice president of Guangzhou Securities Co., Ltd. ( 廣州證券有限責 任公司 ) (currently known as “CITIC Securities South China Company Limited”) from 1994 to 2006; and successively served as the office general manager, general manager of the development department, assistant to general manager, deputy general manager and director of Guangzhou Yuexiu Group Co., Ltd. ( 廣州越秀集團股份有限公司 ) from 2006 to 2016. Mr. WANG obtained a Bachelor’s degree in economics from Southwestern University of Finance and Economics in 1993 and a Master’s degree in economics from Jinan University in 2000. 1 Saved as disclosed above, Mr. WANG Shuhui has confirmed that: (1) he does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies during the past three years; (2) he has no relationship with any other directors, senior management or substantial shareholders of the Company or any of its subsidiaries; and (3) as at the date of this announcement, he does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). In addition, Mr. WANG Shuhui has also confirmed that there is no other information in relation to his appointment that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and there is no other matter in relation to his appointment that needs to be brought to the attention of the shareholders of the Company. If appointed as a non-executive director of the Seventh Session of the Board, the term of office of Mr. WANG Shuhui shall commence from the date of approval by the shareholders’ general meeting on his appointment to the date of expiration of the term of office of the Seventh Session of the Board. Mr. WANG Shuhui will not receive any remuneration from the Company for serving as a non-executive director of the Company. After the appointment of Mr. WANG Shuhui enters into effect, the Company will enter into service contract with him. A circular, containing, among others, further details regarding the proposed appointment of Mr. WANG Shuhui as a non-executive director of the Company, together with a notice of the shareholders’ general meeting, will be despatched to the shareholders of the Company in due course. APPOINTMENT OF MEMBER OF THE SPECIALIZED COMMITTEES UNDER THE BOARD The Board also resolved at the Meeting to appoint Mr. WANG Shuhui as a member of each of the Strategic Planning Committee and the Risk Management Committee under the Board, with effect from the date when his appointment as a non-executive director of the Company takes effect. In addition, as disclosed in the announcements dated 13 November 2019 and 31 December 2019 and the circular dated 15 November 2019 of the Company, Mr. LIU Shouying was elected as an independent non-executive director of the Seventh Session of the Board at the 2019 second extraordinary general meeting of the Company, and his appointments as an independent non- executive director and a member of the relevant Specialized Committees under the Board are still subject to the approval by the securities regulatory authority on his qualification. The Board recently received a notification letter from Mr. LIU Shouying informing that he will not serve as an independent non-executive director and a member of each of the Risk Management Committee, Nomination Committee and Audit Committee under the Board of the Company due to other 2 work arrangements. According to the Rules of Procedure of the Risk Management Committee of the Company, the Risk Management Committee shall consist of no less than three directors. In order to meet such requirements, Mr. ZHOU Zhonghui, an independent non-executive director of the Seventh Session of the Board, will continue to serve as a member of the Risk Management Committee under the Board. By order of the Board CITIC Securities Company Limited ZHANG Youjun Chairman Beijing, the PRC 19 March 2020 As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Youjun and Mr. YANG Minghui; and the independent non-executive directors are Mr. LIU Ke, Mr. HE Jia and Mr. ZHOU Zhonghui. 3.