PDF《北京京能清洁能源电力股份有限公司》

C

1 C 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.

Beijing Jingneng Clean Energy Co., Limited 北京京能清洁能源电力股份有限公司 (A joint stock company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 00579) ANNOUNCEMENT PROPOSED CHANGE OF DIRECTORS AND PROPOSED CHANGE OF SUPERVISORS AND CHAIRMAN OF THE BOARD OF SUPERVISORS NOMINATION OF DIRECTORS The board of directors (the Board ) of Beijing Jingneng Clean Energy Co., Limited (the Company ) announces that on

21 May 2019, the Board resolved to nominate Mr. Zhu Jun ( Mr. Zhu ) and Mr. Cao Mansheng ( Mr. Cao ) as executive directors of the Company and Mr. Ren Qigui ( Mr. Ren ) as a non-executive director of the Company, subject to the approval of the shareholders of the Company (the Shareholders ). The terms of Mr. Zhu'

s, Mr. Cao'

s and Mr. Ren'

s appointments as directors of the Company shall commence upon the approval by the Shareholders and shall end on the expiry of the term of the third session of the Board. The Company will enter into service agreements with each of Mr. Zhu, Mr. Cao and Mr. Ren upon the approvals of their appointments by the Shareholders. Mr. Zhu and Mr. Cao will not receive any Directors'

fee from the Company during their term. They will receive remuneration based on their management positions with the Company. The Company will disclose the remuneration of Directors in its annual report each year. Mr. Ren will not receive any remuneration from the Company. The biographical details of Mr. Zhu, Mr. Cao and Mr. Ren are set out in Appendix I of this announcement. Save as disclosed in this announcement, Mr. Zhu, Mr. Cao and Mr. Ren did not hold any directorships in any other listed companies or take up any posts in any group members of the Company in the past three years, nor have any relationship with any other directors, supervisors, senior management, substantial shareholders (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules )) or controlling shareholders (as defined in the Listing Rules) of the Company. In addition, Mr. Zhu, Mr. Cao and Mr. Ren do not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong. C

2 C Save as disclosed above, there is no other information relating to the proposed appointments of Mr. Zhu, Mr. Cao and Mr. Ren that shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matter which needs to be brought to the attention of the Shareholders. RESIGNATION OF DIRECTORS The Board announces that due to other work commitment, (i) Mr. Jin Shengxiang ( Mr. Jin ) has resigned as a non-executive director and also member of Audit Committee and Strategy Committee of the Company, and (ii) Mr. Tang Xinbing ( Mr. Tang ) has resigned as a non-executive director and also member of Remuneration and Nomination Committee and Strategy Committee of the Company. Their respective resignations will not become effective until the date on which the proposed appointments of the new directors of the Company are approved by the Shareholders. Mr. Jin and Mr. Tang have confirmed that they have no disagreement with the Board and there is no matter that needs to be brought to the attention of the Shareholders. Mr. Jin and Mr. Tang have also confirmed that they do not have any action or claim, existing or pending, against the Company. NOMINATION OF SUPERVISORS AND CHAIRMAN OF THE BOARD OF SUPERVISORS The board of supervisors (the Board of Supervisors ) of the Company announces that on

21 May 2019, the Board of Supervisors resolved to nominate Mr. Wang Xiangneng ( Mr. Wang ) and Mr. Huang Hui ( Mr. Huang ) as supervisors of the Company, subject to the approval of the Shareholders. The Board of Supervisors also resolved to appoint Mr. Wang as chairman of the Board of Supervisors upon his approval as supervisor of the Company by the Shareholders at the annual general meeting of the Company (the AGM ). The terms of Mr. Wang'

s and Mr. Huang'

s appointments as supervisors of the Company shall commence upon the approval by the Shareholders and shall end on the expiry of the term of the third session of the Board of Supervisors. The Company will enter into service agreements with each of Mr. Wang and Mr. Huang upon the approvals of their appointments by the Shareholders. Mr. Wang and Mr. Huang will not receive any remuneration from the Company. Save as disclosed in this announcement, Mr. Wang and Mr. Huang did not hold any directorships or supervisor positions in any other listed companies or take up any posts in any group members of the Company in the past three years, nor have any relationship with any other directors, supervisors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. In addition, Mr. Wang and Mr. Huang do not have any interests in the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong. Save as disclosed above, there is no other information relating to the proposed appointment of Mr. Wang and Mr. Huang that shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matter which needs to be brought to the attention of the Shareholders. The biographical details of Mr. Wang and Mr. Huang are set out in Appendix II. C

3 C RESIGNATION OF SUPERVISORS AND CHAIRMAN OF BOARD OF SUPERVISORS The Board of Supervisors announces that due to other work commitment, (i) Mr. Li Xun ( Mr. Li ) has resigned as a supervisor of the Company and the chairman of the Board of Supervisors, and (ii) Mr. Liu Jiakai ( Mr. Liu ) has resigned as a supervisor of the Company. Their respective resignations will not become effective until the date on which the proposed appointments of the new supervisors of the Company are approved by the Shareholders. Mr. Li and Mr. Liu have confirmed that they have no disagreement with the Board and/or Board of Supervisors and there is no matter that needs to be brought to the attention of the Shareholders. Mr. Li and Mr. Liu have also confirmed that they do not have any action or claim, existing or pending, against the Company. A supplemental circular containing, among other things, the proposed change of directors, supervisors, chairman of the Board of Supervisors of the Company, together with the revised notice of the AGM will be dispatched to the Shareholders in due course. By Order of the Board Beijing Jingneng Clean Energy Co., Limited KANG Jian Company Secretary Beijing, the PRC

21 May

2019 As at the date of this announcement, the non-executive directors of the Company are Mr. Liu Haixia, Mr. Jin Shengxiang, Mr. Tang Xinbing, Ms. Li Juan and Mr. Wang Bangyi;

the executive director of the Company is Mr. Zhang Fengyang;

and the independent non-executive directors of the Company are Mr. Huang Xiang, Mr. Zhang Fusheng, Mr. Chan Yin Tsung and Mr. Han Xiaoping. C

4 C APPENDIX I: Mr. ZHU Jun, aged 51, served as a technician of pulverizing team of the boiler workshop, specialist engineer of engineering division of construction expansion department and boiler workshop, deputy director and director of the boiler workshop of Shanxi Taiyuan No.2 Thermal Power Plant ( 山西太原第二热电厂) from July

1990 to December 1998;

director of the Steam Turbine Engineering Department, deputy manager, manager and the secretary of party branch of Shanxi Taiyuan No.2 Thermal Power Plant Maintenance Company from December

1998 to April 2003;

a manager of equipment maintenance department, an assistant to general manager and manager of equipment maintenance department and the secretary of party branch of Shanxi Zhangshan Electric Power Co., Ltd. (山西漳山发电有限责任公司) from April

2003 to December 2004;

a chief engineer and deputy general manager of Shanxi Zhangshan Electric Power Co., Ltd. from December

2004 to March 2009;

deputy general manager of Guodian Power Dalian Zhuanghe Power Generation Co., Ltd. ( 国电电力大连庄河发电有限责任公司) from March

2009 to March 2010;

general manager of Beijing Jingfeng Gas Fired Power Co., Ltd. ( 北京京丰燃气发电有限责任公司) and Beijing Jingfeng Thermal Power Co., Ltd. ( 北京京丰热电有限责任公司)from March

2010 to November 2017;

the secretary of party committee, executive director and general manager of Beijing Jingfeng Gas Fired Power Co., Ltd. and executive director and general manager of Beijing Jingfeng Thermal Power Co., Ltd. from November

2017 to January 2018;

the secretary of party committee and executive director of Beijing Jingfeng Gas Fired Power Co., Ltd. and executive director of Beijing Jingfeng Thermal Power Co., Ltd. from January

2018 to May 2018;

deputy general manager of the Company, the secretary of party committee and executive director of Beijing Jingfeng Gas Fired Power Co., Ltd. and executive director of Beijing Jingfeng Thermal Power Co., Ltd. from May

2018 to June 2018;

and deputy general manager of the Company since June 2018. Mr. Zhu graduated from Electric Power Division of Shanxi Taiyuan University of Industry (山西太原工业大学) in June

1990 majoring in Power Plant Thermal Power, and graduated from School of Power and Mechanical Engineering of Wuhan University in December

2010 majoring in industrial engineering and obtained a master'

s degree in engineering. Mr. CAO Mansheng, aged 48, served as operation watchman of electrical workshop, maintenance worker and head of thermal automation team, deputy director of T........