Proposed Re-Election and Appointment of Directors and Supervisors
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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. LUZHENG FUTURES Company Limited 魯証期貨股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01461) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS According to the requirements of the Company Law of the People’s Republic of China and the Articles of Association (the “Articles of Association”) of LUZHENG FUTURES Company Limited (the “Company”), the term of office of directors of the Company (the “Director(s)”) for each session is three years. Upon the expiration of the term of office, a Director shall be eligible for re-election and re-appointment. Directors who are not staff representatives shall be elected and removed by shareholders at general meetings, while Directors as staff representatives shall be elected and removed through democratic means by the staff of the Company, details of which will be announced separately. On 24 October 2019, the board of Directors of the Company (the “Board”) passed the resolutions for the proposed re-election and appointment of non-staff representative members of the third session of the Board which shall be subject to the approval at the forthcoming first extraordinary general meeting of the Company for the year 2019 (the “EGM”). According to the Articles of Association, the current Directors will continue to discharge their duties until the third session of the Board is elected. The Company hereby approves the nomination of Mr. Zhong Jinlong, Mr. Liu Hongsong, Mr. Hu Kainan, Mr. Ming Gang, Mr. Liu Feng, Mr. Gao Zhu, Mr. Wang Chuanshun, Mr. Li Dapeng and Mr. Zheng Jianping as candidates for Directors (the “Candidates for Directors”). Among the said candidates, Mr. Gao Zhu, Mr. Wang Chuanshun, Mr. Li Dapeng and Mr. Zheng Jianping are candidates for independent non-executive Directors. The re-election and appointment of the said non-staff representative members of the third session of the Board shall be subject to the approval of the shareholders of the Company (the “Shareholders”) at the EGM. – 1 – The Company will enter into service contracts with each of them if the Candidates for Directors are appointed as the Directors. The remuneration of each Director will be determined based on the remuneration standards considered and approved by the Company’s 2015 annual general meeting. The Company will disclose the Directors’ remuneration or allowances in the annual report of each year. The term of office of each Director is three years, which shall commence upon the date of the Shareholders’ approval and shall expire in three years after such re-election and appointment. Details of the biographies of the Candidates for Directors which are required to be disclosed in accordance with Rule 13.51(2) of the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) are set out in Appendix I to this announcement. PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS According to the requirements of the Company Law of the People’s Republic of China and the Articles of Association, the term of office of supervisors of the Company (the “Supervisor(s)”) for each session is three years. Upon the expiration of the term of office, a Supervisor shall be eligible for re-election and re-appointment. Supervisors who are not staff representatives shall be elected and removed by Shareholders at general meetings, while Supervisors as staff representatives shall be elected and removed through democratic means by the staff of the Company, details of which will be announced separately. On 24 October 2019, the supervisory committee of the Company (the “Supervisory Committee”) passed the resolutions for the proposed re-election and appointment of non-staff representative members of the third session of the Supervisory Committee, which shall be subject to the approval at the EGM. According to the Articles of Association, the current Supervisors will continue to discharge their duties until the third session of the Supervisory Committee is elected. The Company hereby approves the nomination of Mr. Tan Shaojie, Mr. Hu Yuyue, Mr. Mu Yong and Mr. Yu Xuehui as candidates for Supervisors (the “Candidates for Supervisors”). Among the said candidates, Mr. Hu Yuyue, Mr. Mu Yong and Mr. Yu Xuehui are candidates for independent Supervisors. The re-election and appointment of the said members of the Supervisory Committee who are not staff representatives shall be subject to the approval of the Shareholders at the EGM. The Company will enter into service contracts with each of them if the Candidates for Supervisors are appointed as the Supervisors. The remuneration of each Supervisor will be determined based on the remuneration standards considered and approved by the Company’s 2015 annual general meeting. The Company will disclose the Supervisors’ remuneration or allowances in the annual report of each year. – 2 – The term of office of each Supervisor is three years, which shall commence upon the date of the Shareholders’ approval and shall expire in three years after such re-election and appointment. Details of the biographies of the Candidates for Supervisors which are required to be disclosed in accordance with Rule 13.51(2) of the Listing Rules are set out in Appendix II to this announcement. The Company shall convene the EGM to approve the re-election and appointment of Directors and Supervisors. A circular containing, among other things, details of the biographies of the Directors and Supervisors to be re-elected and appointed will be dispatched to the Shareholders as soon as practicable. The current non-staff representative Directors, namely Mr. Chen Fang, Mr. Yin Ge and Mr. Yu Xuehui, will retire upon the expiration of their terms of office as Directors, with effect from the date when the third session of the Board officially takes office. The above-mentioned retiring Directors have confirmed that they have no disagreement with the Board and there are no other matters relating to their retirement that need to be brought to the attention of the Shareholders or the Stock Exchange. The current non-staff representative Supervisor, namely Ms. Ding Mei, will retire upon the expiration of her term of office as Supervisor with effect from the date when the third session of the Supervisory Committee officially takes office. The above-mentioned retiring Supervisor has confirmed that she has no disagreement with the Board or the Supervisory Committee and there are no other matters relating to her retirement that need to be brought to the attention of the Shareholders or the Stock Exchange. By order of the Board LUZHENG FUTURES Company Limited CHEN Fang Chairman Jinan, the PRC 24 October 2019 As at the date of this announcement, the Board comprises Mr. CHEN Fang and Mr. LIANG Zhongwei as executive Directors, Mr. YIN Ge, Mr. LI Chuanyong and Mr. LIU Feng as non-executive Directors, and Mr. GAO Zhu, Mr. YU Xuehui, Mr. WANG Chuanshun, and Mr. LI Dapeng as independent non-executive Directors. – 3 – APPENDIX I – BIOGRAPHIES OF THE CANDIDATES FOR DIRECTORS Candidates for executive Directors Mr. ZHONG Jinlong Mr. Zhong Jinlong (鐘金龍) (without former name), aged 54, joined the Company in September 2019. At present, he is the secretary to the party committee of the Company, the deputy general manager of Zhongtai Securities Co., Ltd. (中泰證券股份有限公司) (“Zhongtai Securities”), as well as a member of the Financing Business Committee under the Securities Association of China (中國證券業協會). Mr. Zhong Jinlong worked as assistant engineer and engineer at the Electric Power Test and Research Institute of Shandong Electric Power Supply Bureau ( 山 東省電力局電力試驗研究所) and Shenzhen Nuclear Power Engineering Company (深圳 核電工程公司) from July 1986 to September 1993; served as the chief and director of the Administrative Office of Shandong International Trust and Investment Corporation (山東省 國際信託投資公司) from August 1995 to June 2000; served as deputy general manager and general manager and other positions in Minsheng Securities Co., Ltd. (民生證券股份有限 公司) (formerly known as Yellow River Securities Co., Ltd. (黃河證券有限公司)) from June 2000 to January 2008; he held various positions, such as compliance officer and deputy general manager of Qilu Securities Co., Ltd. (齊魯證券有限公司) from January 2008 to September 2015; served as deputy general manager of Zhongtai Securities (formerly known as Qilu Securities Co., Ltd. (齊魯證券有限公司)) since September 2015; and the secretary to the party committee of the Company since September 2019. Mr. Zhong Jinlong graduated from Xi’an Jiaotong University with a bachelor’s degree in power system and automation in July 1986; he graduated from Shanghai University of Foreign Trade (formerly known as Shanghai Institute of Foreign Trade) with a bachelor’s degree in international trade in July 1995; graduated from Peking University with a master’s degree in EMBA in March 2005. Mr. Zhong Jinlong was awarded the professional qualification of the engineer in August 1987. – 4 – Candidates for non-executive Directors Mr. LIU Hongsong Mr. Liu Hongsong (劉洪松) (without former name), aged 47. At present, he is a member of the Brokerage Business Management Committee (the “Brokerage Management Committee”) and the general manager of the brokerage business department of the Brokerage Management Committee of Zhongtai Securities. Mr. Liu Hongsong worked as an employee and deputy manager of the computer department in Jinan Sales Office of Shandong Securities Co., Ltd. (山 東證券有限責任公司) from July 1997 to March 2001; he served as the manager of the trading department at Jinan Management Headquarters of Shandong Securities Co., Ltd.