PDF《上海集优机械股份有限公司》

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上海集优机械股份有限公司Shanghai Prime Machinery Company Limited (A joint stock limited company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 02345) CHANGE OF DIRECTORS AND SUPERVISORS The board (the '

'

Board'

'

) of directors (the '

'

Director'

'

) of Shanghai Prime Machinery Company Limited (the '

'

Company'

'

) hereby announces the change of the Directors and supervisors of the Company (the '

'

Supervisor'

'

). RESIGNATION OF DIRECTORS AND SUPERVISORS The Board announces that: (i) Mr. Zhang Jie has tendered his resignation as an Executive Director, a member of the Strategy Committee and the Risk Management Committee of the Board;

(ii) Mr. Chen Hui has tendered his resignation as an Executive Director, and a member of the Strategy Committee of the Board;

(iii) Mr. Xu Jianguo has tendered his resignation as the chairman of the supervisory committee of the Company (the '

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Supervisory Committee'

'

) and a Supervisor (non-employee representative);

and (iv) Mr. Si Wenpei has tendered his resignation as a Supervisor (non-employee representative), all due to change of work arrangement and all conditional upon the appointment of new candidates in replacement of their respective positions approved by the shareholders of the Company ('

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Shareholders'

'

) at the shareholders'

general meeting of the Company. Mr. Chen Hui will nonetheless continue to serve his management role as a vice-president of the Company. Mr. Zhang Jie and Mr. Chen Hui have confirmed that they have no disagreement with the Board during their respective terms of office, and that there are no matters relating to their resignations that need to be brought to the attention of the Shareholders. Mr. Xu Jianguo and Mr. Si Wenpei have confirmed that they have no disagreement with the Supervisory Committee during their respective terms of office, and that there are no matters relating to their resignations that need to be brought to the attention of the Shareholders. The Company would like to take this opportunity to express its gratitude to Mr. Zhang Jie, Mr. Chen Hui, Mr. Xu Jianguo and Mr. Si Wenpei for their valuable contributions to the Company during their respective terms of office. C

1 C NOMINATION OF DIRECTORS AND SUPERVISORS The nomination committee of the Board has resolved to nominate Mr. Si Wenpei and Mr. Gou Jianhui for election as Executive Directors at the next annual general meeting of the Company for the year ended December 31,

2018 ('

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AGM'

'

), and the appointments will be subject to the approval of the Shareholders. The Supervisory Committee has resolved to nominate Ms. Zhang Yan and Ms. Lu Haixing for election as Supervisors at the AGM, and the appointments will be subject to the approval of the Shareholders. A circular containing, among other things, details of the above proposed appointments, together with the notice of the AGM, will be despatched to the H Shareholders in due course. Details of Mr. Si Wenpei, Mr. Gou Jianhui, Ms. Zhang Yan and Ms. Lu Haixing, which are 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 '

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Listing Rules'

'

), are set out as follows: Mr. Si Wenpei Mr. Si Wenpei, aged 55, is a Supervisor of the Company, and has been the head of the assets and finance department of Shanghai Electric Group Company Limited ('

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SEC'

'

) since November 2017. Since July 1986, Mr. Si Wenpei has served at the SEC and/or its subsidiaries in various positions, including the secretary to the board, financial director and chief accountant of Shanghai Mechanical &

Electrical Industry Co., Ltd. (上海机电股份有限 公司) from August

2003 to August

2016 and the deputy head of the assets and finance department of SEC from August

2016 to November 2017. Mr. Si has served as a supervisor in the Shanghai Mechanical &

Electrical Industry Co., Ltd. since April

2017 and the chairman of the board of the director in Suzhou Thvow Technology Co., Ltd. since February 2019. Mr. Si Wenpei graduated from the Communist Party of China Party School Correspondence College (中共中央党校函授学院) in December

1997 with an undergraduate degree in economics and management by correspondence. Mr. Si Wenpei subsequently obtained an executive master'

s degree in business administration from the China Europe International Business School in April 2006. He is an accountant. Mr. Guo Jianhui Mr. Gou Jianhui, aged 57, has extensive experience in managing and growing multi-national industrial enterprises that are leading suppliers of important parts and components for industries such as automotive, railway and energy. Prior to joining the Company, Mr. Gou Jianhui served as the managing director of Knorr-Bremse in China from July

2017 to September 2018. He was appointed as an executive director of China High Speed Transmission Equipment Group Co., Ltd. (stock code: 00658) in

2015 and held senior positions within that group from 2013. During

2004 to 2013, Mr. Gou Jianhui was the managing director and president of Schaeffler Greater China. Mr. Gou Jianhui started his career with FAG Schweinfurt in Germany in

1997 and was an academic at his alma mater, the Harbin Institute of Technology. Mr. Gou Jianhui obtained a bachelor'

s and a master'

s C

2 C degree in mechanical engineering from the Harbin Institute of Technology in China in

1982 and 1986, respectively. He also obtained a doctoral degree in engineering from the Technische Universit?t Braunschweig in Germany in 1997. Ms. Zhang Yan Ms. Zhang Yan, aged 43, is the chief of risk management department of SEC. Ms. Zhang Yan joined SEC in July 1997, and has served at Shanghai Electric (Group) Corporation ('

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SEG'

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) and/or its subsidiaries, including Shanghai Mechanical &

Electrical Industry Company Limited (上海机电股份有限公司) (formerly known as Shangling Electric Appliances (上海上菱电器股份有限公司), Shanghai Electric Company Limited (上海电气 股份有限公司), Shanghai Electric Development Company Limited (上海电气企业发展有限 公司) and Shanghai Electric Enterprise Service Company Limited (上海电气资产管理有限 公司). From June

2008 to November 2009, she served as the deputy chief of financial budget department of SEG. From December

2009 to May 2018, she served as the deputy chief of secretariat office of the board of SEC. She has been a non-executive director of Shanghai Mechanical &

Electrical Industry Company Limited since June

2014 and the chairman of the supervisory committee of Suzhou Thvow Technology Co., Ltd. since January 2019. From December

2018 to now, she serves as the chief of the risk management department of SEC. She graduated from the Law Department of East China University of Political Science and Law in June 1997, majoring in law. In June 2012, she graduated from Shanghai National Accounting Institute and Arizona State University in the United States with EMBA degrees. Ms. Lu Haixing Ms. Lu Haixing, aged 51, is the secretary of CPC Party Committee of Shanghai High Strength Bolts Factory Company Limited (上海高强度螺栓). Ms. Lu Haixing joined SEC in October 1985, and has served at Shanghai No.3 Standard Parts Plant Company Limited (上海标准件三厂), Shanghai High Strength Bolts Factory Company Limited (上海高强度螺 栓) and Shanghai Electric Hydraulics and Pneumatics Company Limited (上海液压气动总 公司). From December

2015 to March 2018, she served as the general manager and secretary of CPC Party Committee of Shanghai High Strength Bolts Plant Co., Ltd. (上海高 强度螺栓), and served as the director and general manager of Shanghai Prime Tension Control Bolts Co., Ltd. (上海集优张力控制螺栓有限公司) from February

2016 to September 2016. From September

2016 to March 2018, she served as the chairman and general manager of Shanghai Prime Tension Control Bolts Co., Ltd. She graduated from the College of Continuing Education of Fudan University in June 2005, majoring in accounting. She is a senior political engineer (高级政工师). The emoluments of Mr. Si Wenpei, Mr. Gou Jianhui, Ms. Zhang Yan and Ms. Lu Haixing will be determined in accordance with articles of association of the Company (the '

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Articles of Associations'

'

) and the remuneration policy of the Company. The proposed terms of Mr. Si Wenpei, Mr. Gou Jianhui, Ms. Zhang Yan and Ms. Lu Haixing shall commence upon the shareholder'

s approval until the expiration of the term of the fifth Board and Supervisory Committee. C

3 C As at the date of this announcement, save as disclosed above, neither of Mr. Si Wenpei, Mr. Gou Jianhui, Ms. Zhang Yan nor Ms. Lu Haixing (i) has 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);

(ii) holds any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas;

(iii) has any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company (as defined in the Listing Rule);

or (iv) holds any other position in the Company or any of its subsidiaries. Save as disclosed above and as far as the Board is aware, there is no other matter relating to the proposed appointments of Mr. Si Wenpei, Mr. Gou Jianhui, Ms. Zhang Yan and Ms. Lu Haixing that needs to be brought to the attention of the Shareholders, nor any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2) (h) to (v) of the Listing Rules. By Order of the Board Shanghai Prime Machinery Company Limited Zhou Zhiyan Chairman Shanghai, the PRC

15 March

2019 As at the date of this announcement, the Board consists of Executive Directors, namely Mr. Zhou Zhiyan, Mr. Xiao Yuman, Mr. Zhang Mingjie, Mr. Zhang Jie and Mr. Chen Hui, Non- executive Director, namely Mr. Dong Yeshun, and Independent Non-executive Directors, namely Mr. Ling Hong, Mr. Chan Oi Fat and Mr. Sun Zechang. C

4 C ........