Shareholders’ Meeting Board of Directors Board of Supervisors
Shareholders’ Meeting
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To maintain the legitimate rights and interests of shareholders, further clarify the powers and responsibilities of the Shareholders’ Meeting, regulate its organization and behavior, ensure that the Shareholders’ Meeting performs its duty according to law, and improves its work efficiency, the Rules of Procedure of the Shareholders’ Meeting is formulated according to the Company Law of the People’s Republic of China, Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses, Guidelines on the Articles of Association of Listed Companies, Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, and Articles of Association of Beijing Jingneng Clean Energy Co., Ltd.
The Shareholders’ Meeting shall exercise the following duties:
(1) Deciding on the Company's operation guidelines and investment plans;
(2) Electing and reelecting the directors and supervisors assumed by non-representatives of the employees, and deciding on matters concerning their remuneration;
(3) Considering and approving reports of the Board of Directors;
(4) Considering and approving reports of the board of supervisors;
(5) Considering and approving the Company’s annual budget and final settlement report;
(6) Considering and approving the Company’s plans for profit distribution and loss recovery;
(7) Making resolutions on the increase or decrease of the Company's registered capital;
(8) Making resolutions on the merger, split-up, change of form, dissolution, and liquidation of the Company;
(9) Making resolutions on the issuance of corporate bonds or other securities, and listing plans;
(10) Making resolutions on the hiring and dismissal of public accountants;
(11) Revising the articles of association of the Company;
(12) Considering and approving overseas guarantees that shall be considered by the Shareholders’ Meeting pursuant to Rule (8);
(13) Considering purchases or sales within one year that account for over 30% of the Company’s total audited assets;
(14) Considering and approving changes to the purpose of raised funds;
(15) Considering equity incentive plans;
(16) Considering proposals put forward by shareholders with more than 3% of the Company’s shares with voting rights; and
(17) Considering other matters within its scope of authority according to laws, regulations, rules of the Hong Kong Stock Exchange and the Company’s Articles of Association.
Board of Directors
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To ensure standard operation of the Company, improve work efficiency and informed decision making of the Board of Directors, and maintain the interests of the Company and legitimate rights and interests of shareholders, the Rules of Procedure of the Board of Directors is formulated in accordance with the Company Law of the People’s Republic of China, Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses, Guidelines on the Articles of Association of Listed Companies, Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, and Articles of Association of Beijing Jingneng Clean Energy Co., Ltd.
The Board of Directors consists of 11 directors, including four independent directors. It is headed by one Chairman.
LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION.pdf
Rules of Procedure for the Remuneration and Nomination Committee of the Board of Directors.pdf
Under the Board of Directors are three special committees, namely, the Audit Committee, the Remuneration & Nomination Committee, and the Strategy Committee, which shall study particular matters and put forward opinions and suggestions for the reference of the Board of Directors.
The Audit Committee includes two independent non-executive directors, Mr. Chen Yancong and Mr. Huang Xiang, and one non-executive director Mr. Zhu Baocheng, with Mr. Chen Yancong as the Chairman. The main responsibilities of the Audit Committee include providing independent opinions on the validity of the financial reporting process to the Board of Directors, dealing with the Company’s internal control and risk management systems and auditing process, and performing other duties and tasks assigned by the Board of Directors.
Rules of Procedure for Audit Committee of the Board of Directors.pdf
The Remuneration & Nomination Committee is composed of three independent non-executive directors, Mr. Huang Xiang, Mr. Zhang Fusheng and Mr. Han Xiaoping, and two non-executive directors, Mr. Zhu Yan and Mr. Guo Mingxing. Mr. Huang Xiang is the Chairman. The main responsibilities of the Remuneration & Nomination Committee include but are not limited to: 1. proposing recommendations and suggestions on policies on the remuneration of all directors and senior management and the transparency of the policy formulation process; 2. determining the clauses on the salary and benefits of directors and senior management; 3. approving performance-based pay according to the Company’s targets; 4. deliberating and approving share right plans and distributing share rights to eligible persons; and 5. recommending candidates to the Board of Directors.
Conditions and Procedures for Nomination of Candidate of Director.pdf
The sphere of functions and powers of the Strategy Committee has been defined in written form. The Strategy Committee now consists of Mr. Zhu Yan, Mr. Li Dawei, Mr. Guo Mingxing, Mr. Zhu Baocheng and Mr. Chen Ruijun, with Mr. Zhu Yan as the Chairman. The Strategy Committee is mainly responsible for putting forward proposals and suggestions on the Company’s long-term strategy to the Board of Directors.
This policy is aimed at outlining the measures the Board of Directors has adopted to make the directors diverse.
Introduction to Directors
Non-executive directors
Mr. Liu Haixia, aged 57, he has appointed as Non-Executive Director and Chairman of the Board since June 2018.He majored in thermal power of power plant of power engineering department of North China Electric Power Institute from July 1983 to August 1985, and he was appointed as engineer and deputy chief engineer of the Equipment Installation Company of Beijing Electric Power Company from August 1985 to May 1991. He served as deputy director of the technical equipment department of Beijing Electric Power Company from May 1991 to March 1994. He served as manager assistant and deputy manager of Beijing Electric Power Company from March 1994 to August 1998, during which he studied in Renmin University of China with a major in business administration from September 1995 to July 1998.
He served as assistant to the general manager of Beijing International Power Development and Investment Company from August 1998 to February 2000. He served as the assistant to general manager of Beijing International Power Development and Investment Company and chairman of the board of Beijing Jingneng Thermal Power Co., Ltd. from February 2000 to April 2000. He served as assistant to general manager of Beijing International Power Development and Investment Company, chairman of the board of Beijing Jingneng Thermal Power Co., Ltd. and chairman of the board of Beijing Jingxi Power Generation Co., Ltd. And non-executive director of Datang International Power Generation Co., Ltd. from April 2000 to March 2004. He served as assistant to general manager of Beijing International Power Development and Investment Company, secretary of the party committee and chairman of the board of Beijing Jingneng Thermal Power Co., Ltd., and chairman of the board of Beijing Jingxi Power Generation Co., Ltd. from March 2004 to December 2004. He served as assistant to general manager of Beijing Energy Investment Holding Co., Ltd., secretary of the party committee, chairman of the board of Beijing Jingneng Thermal Power Co., Ltd. and chairman of the board of Beijing Jingxi Power Generation Co., Ltd., from December 2004 to May 2009. He served as deputy general manager of Beijing Energy Investment Holding Co., Ltd. and secretary of the party committee and chairman of the board of Beijing Jingneng Thermal Power Co., Ltd., from May 2009 to December 2014. He has been serving as deputy general manager of Beijing Energy Holding Co., Ltd since December 2014. Mr. Liu also served as a non-executive director of Datang International Power Generation Co., Ltd. (a company listed on the Main Board of The Stock Exchange of Hong Kong Limited, stock code: 991; and the Shanghai Stock Exchange, stock code: 601991) from April 2000 to March 2018.Mr. Liu graduated from the School of Business Administration in Renmin University of China in July 1998 and obtained a Master degree in Business Administration.
Mr. JinShengxiang, aged 44, holds a Master degree of Engineering management and is asenior engineer. He has served as the Non-Executive Director of the company.
From August 1995 to November 2000, Mr. Jin has beenappointed as Officer of Steam Turbine ResearchInstitute of Beijing Electric Power Research Institute.
He served as Officer of Steam Turbine ResearchInstitute of North China Electric PowerAcademy Co., Ltd. also as the Commissioning Project Manager from November 2000to December 2005.
He has been appointed as Deputy Director of SteamTurbine ResearchInstitute of North ChinaElectric Power Academy Co., Ltd.
He served as Manager of Security Department of BeijingJingneng International Energy Co., Ltd. from May 2007 to August 2009.
From August 2009 to June 2013, he served as VicePresident of Beijing Jingneng International Energy Co., Ltd.
He has been appointed as Deputy Director andDirector of Power Production and Operation Department of Beijing EnergyInvestment (Group) Co., Ltd. from December 2009 to March 2013.
He has served as Director of Production ManagementDepartment of Beijing Energy Investment (Group) Co., Ltd. from March 2013 toDecember 2014.
From December 2014 to March 2018, he served asDirector of Production Management of Beijing Energy Group Co., Ltd.
He has been appointed as Deputy secretary of theparty branch and General Manager of Beijing Jingneng Power Co., Ltd. from March2018 to May 2018.
From May 2018 to present, he served as GeneralManager of Beijing Jingneng Power Co., Ltd.
Mr. Tang Xinbing, aged 53, Master Degree ofEconomics, a Senior economist. He served as Non-Executive Director of thecompany since February 2018.
Mr. Tang served as Clerk of Planning Business Officeof Supply and Marketing Co Operative of Hubei Province from July 1988 to March1993.
He has been appointed as Deputy Manager of ShenzhenEfeng Trading Co., Ltd. from March 1993 to December 1993.
He served as Manager of Securities InvestmentDepartment of Hainan Efeng Industrial and Trade Corp. from December 1993 toMarch 1994.
He has served as General Manager and Corporate Representativeof Hongqiao Securities Consultation Service Corporation from March 1994 toSeptember 1995.
From September 1995 to December 1998, he has beenappointed as Deputy Director of the Office of Supply and Marketing Co Operativeof Hubei Province.
He was temporarily transferred to Hubei ProvincialGovernment Office and served as Board Secretary and Deputy General Manager of BeijingHubei Hotel Co., Ltd. from December 1998 to May 2000.
He served as Deputy General Manager of BeijingJiuliafang High Technology Development Co., Ltd. from May 2000 to May 2002.
He has been appointed as Director of the BoardOffice of Beijing International Power Development and Investment Corporation,and he has been the General Manger of
Inner Mongolia Daihai Protection ConstructionDevelopment Co., Ltd. from May 2002 to November 2004.
From November 2004 to January 2007, he served asDirector of the Office of Board of Directors Strategic Decision Committee of BeijingEnergy Investment (Group) Co., Ltd. and Manager of Strategy Department.
He has been appointed as Director of the Office(Energy Strategy Research Center) of Beijing Energy Investment (Group) Co.,Ltd. from January 2007 to October 2007.
He served as Director of Preparation Office of Jianghanhydropower project of Beijing Energy Investment (Group) Co., Ltd. from October2007 to April 2008.
From April 2008 to July 2009, he has been appointedas General Manager of Hubei
Beijing Long Bei Wan Hydropower Development Co.,Ltd.
He managed the work of Strategic Investment Officeof the Board of Beijing energy investment (Group) Co., Ltd. from July 2009 toDecember 2009.
He served as Director of Strategic PlanningDepartment of Beijing energy investment (Group) Co., Ltd. from December 2009 toDecember 2014.
He has been appointed as Director of StrategyPlanning Department of Beijing Energy Group Co., Ltd. from December 2014 toNovember 2015.
He served as as Director of Strategic PlanningDepartment of Beijing energy investment (Group) Co., Ltd. and he also served asGeneral Manager of Beijing Energy Investment Group (Hong Kong) Co., Ltd. fromNovember 2015 to March 2018.
From May 2018 to present, he served as GeneralManager of Beijing Energy Investment Group (Hong Kong) Co., Ltd. and he is alsopreparing for the construction of Beijing Jingneng Investment Management Co.,Ltd.
Mrs. Li Juan, aged 33, has served as Non-ExecutiveDirector of the company since June 2018.
Mrs. Li has appointed as Business assistant ofFinancing Management Department of Beijing State Owned Capital Management Centerfrom January 2010 to January 2015.
Sheserved as Chief of Operation of Financing Management Departmentof Beijing State Owned Capital Management Center and served as Senior VicePresident of Beijing Equity Investment Development Management Co., Ltd. fromJanuary 2015 to November 2016.
She has been appointed as Senior Manager ofFinancing Management Department of Beijing State Owned Capital Management Centerfrom November 2016 to August 2017.
She served as Senior Manager of No.3 InvestmentManagement Department of Beijing State Owned Capital Management Center fromAugust 2017 to March 2018.
From March 2018 to June 2018, she served as SeniorManager of No.2 Investment Management Department of Beijing State Owned CapitalManagement Center
Mr. Li graduated from University of Aberdeen inSeptember 2007 and majoring in finance, also she graduated from Robert GordonUniversity in June 2009 with Master Degree in Financial Management.
Mr. Zhao Wei, 45, is a non-executive director of the Company. Mr. Zhao served as Deputy General Manager of the Fund Application Center of China Life Insurance (Group) Company from March 2003 to June 2004, Director of the Account Management Center of China Life Assets Management Company Ltd. from June 2004 to April 2006, General Manager of China Life Insurance (Hong Kong) Asset Management Company Ltd. and President of China Life Franklin Asset Management Co., Ltd. from April 2006 to February 2010, and Vice President of Xinhua Asset Management Co., Ltd. from February 2010 to September 2011. He has served as Vice Chairman and then General Manager of China Re Asset Management Company Ltd. (“China Re Asset”) since April 2012. In addition, he has been a non-executive director of China Everbright Bank Co., Ltd. (Hong Kong Stock Exchange: 6818; Shanghai Stock Exchange: 601818) since February 2015, and has worked concurrently as Chairman of China Re Asset Management (Hong Kong) Limited since April 2015. Mr. Zhao graduated with a Master's degree in national economic planning and management from Jilin University in May 1998, and received his PhD in finance from the Finance Research Institute of the Ministry of Finance in July 2005.
Executive directors
Mr.Zhang Fengyang, born in January 1970, he holds the Bachelor degree of Water conservancy and Hydropower Engineering, also is the senior engineer. He has appointed as the Executive Director and General Manager of the company since January 2018. Mr. Zhang served as Engineer and Deputy Director of Design Office of BHIDI. He has been serving as Deputy director of Development Department, Deputy Design Chief Engineer and Party branch secretary of Beijing Guodian water conservancy and Power Engineering Co., Ltd.. He served as Project Manager of Power Investment and Construction Department of Beijing international power development investment company. He also served as party Secretary, General Manager and Executive Director of Beijing Jingneng New Energy Co., Ltd.
Independent non-executive directors
Mr. Huang Xiang, 60, is an independent non-executive director of the Company. Mr. Huang was a heat engine chief designer and site representative of Hebei Electric Power Survey and Design Institute from July 1982 to January 1991, project design director and deputy chief engineer from January 1991 to August 1993, and chief engineer, administrator representative, Vice President and then President from August 1993 to November 2001. From November 2001 to March 2014, he served as deputy chief engineer and chief engineer of China Huadian Engineering Co., Ltd., a jury of the National Electric Power Science and Technology Progress Award, editor-in-chief of the Huadian Technology magazine, director of the Coal-Fired Machinery Standardization Committee of the Power Industry, and Deputy Director of Huadian Distributed Energy National Key Laboratory. He was a counsel of China Huadian Engineering Co., Ltd. from March 2004 to June 2016, and retired in June 2016. Mr. Huang majored in thermal power and graduated with a Bachelor's degree from Southeast University in July 1982 and is a professor-level senior engineer.
Mr. Zhang Fusheng, 61, is an independent non-executive director of the Company. From June 1990 to June 1994, Mr. Zhang was a technician and coal mining team leader of Shenhua Wuda Mining Bureau, and Vice President of Inner Mongolia Mining Workers’ University (now Wuhai College of Inner Mongolia University of Technology). He worked as Deputy Director of Wuda Mining Bureau in 1994, Chief of Huangbaici Mine from July 1994 to April 1997, and Deputy General Manager and chief engineer of Shenhua Shendong Electric Power Company from April 1997 to January 2001. He was a member of the Party Committee and Chairman of the Workers’ Union of Inner Mongolia Power (Group) Co., Ltd. from January 2001 to September 2004, member of the Party Committee and Deputy General Manager from September 2004 to September 2006, Deputy General Manager and Deputy Party Secretary from September 2006 to September 2008, and General Manager and Deputy Party Secretary from September 2008 to May 2015. Mr. Zhang graduated as a major in mechanical and electronic engineering from Inner Mongolia Mining Workers’ University in August 1983, and got his MBA from Tianjin University in June 2006.
Mr. Chen Yancong, 37, is an independent non-executive director of the Company. Mr. Chen has over 13 years of experience in initial public offering, mergers and acquisitions, restructuring, due diligence, auditing, financial model analysis, commercial valuation and other areas. From November 2003 to July 2010, Mr. Chen worked at financing-related positions at Ernst & Young, KPMG, and PwC Hong Kong. He worked at the Investment Banking Department of Essence International Financial Holding Limited from October 2010 to April 2011, and the Private Investment Department as senior manager from June 2011 to July 2012. He was an executive director of Green International Holdings Limited (listed on the Main Board of Hong Kong Stock Exchanges; stock code: 2700) from July 2012 to August 2013, and Chief Executive Officer of Hao Wen Holdings Limited (listed on the GEM of Hong Kong Stock Exchange; stock code: 8019) from February 2014 to May 2016. He has been an independent non-executive director and member of the Examination Committee, Nomination Committee and Remuneration Committee of Zhidao International (Holdings) Limited (listed on the Main Board of Hong Kong Stock Exchanges; stock code: 1220) since September 2014, and an independent non-executive director, Chairman of the Examination Committee and Nomination Committee, and member of the Nomination Committee of China Ludao Technology Company Limited (listed on the Main Board of Hong Kong Stock Exchange; stock code: 2023) since November 2016. Mr. Chen got a Bachelor's degree in business from the University of British Columbia in November 2001, and a Master's degree in financial analysis from Hong Kong University of Science and Technology in November 2011. Mr. Chen is a member of the American Institute of Certified Public Accountants (AICPA).
Mr. Han Xiaoping, 60, is an independent non-executive director of the Company. Mr. Han used to be a journalist and editor of CAAC News and the China Civil Aviation magazine from 1986 to 1988. He has been a member of the Thermal Power Committee of China Society of Electrical Engineering since 1988. In 2000, he founded the energy industry website china5e.com, and has served as a director, General Manager and Chief Information Officer to date. Mr. Han is currently a chief contributor to Energy Review magazine, chief researcher of China Energy Network Research Center, senior expert of the Distributed Energy Committee of China Gas Association, public supervisor of Sinopec, expert for the Policy and Regulation Division of National Energy Administration, Deputy Director of the Distributed Energy Committee of China Energy Research Society, executive director of China Enterprises Investment Association and Deputy Director of the Financial Enterprises Investment Committee, and vice president of China Natural Gas Industry Association. Since June 2016, Mr. Han has been an independent non-executive director and member of the Audit Committee and Nomination Committee of LongiTech Smart Energy Holding Limited (listed on the Main Board of Hong Kong Stock Exchange, stock code: 1281).
Board of Supervisors
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To ensure standard operation of the Company, improve the work efficiency and informed decision making of the Board of Supervisors, and maintain the interests of the Company and legitimate rights and interests of shareholders, the Rules of Procedure of the Board of Supervisors is formulated in accordance with the Company Law of the People’s Republic of China, Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses, Guidelines on the Articles of Association of Listed Companies, Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, and Articles of Association of Beijing Jingneng Clean Energy Co., Ltd.
The Board of Supervisors reports to the Shareholders’ Meeting and shall exercise the following authorities according to law:
(1) Checking the financial affairs of the Company;
(2) Supervising the duty-related acts of the directors and senior managers, and bringing forward proposals on the removal of any director or senior manager who violates any law, administrative regulation, the Articles of Association or any resolution of the Shareholders' Meeting;
(3) Demanding any director or senior manager to make corrections if his act has injured the interests of the Company;
(4) Examining financial materials such as financial reports and profit distribution plan to be submitted by the Board of Directors to the Shareholders’ Meeting, and, in the event of any suspicion about such materials, engaging a certified accountant to review the materials in the name of the Company;
(5) Proposing to convening temporary Shareholders' Meetings, and convening and presiding over Shareholders' Meetings when the board of directors does not exercise the functions of convening and presiding over the Shareholders' Meetings as prescribed in the Company Law;
(6) Bringing forward proposals at Shareholders' Meetings;
(7) Proposing to convene interim meetings of the Board of Directors;
(8) Initiating actions against directors or senior managers according to Article 152 of the Company Law; and
(9) Making investigations if it finds that the company is running abnormally; where necessary, it may hire an accounting firm to help it, with the relevant expenses being born by the Company.
Introduction to Supervisors
Mr. Li Xun, 57, has been Chairman of the Board of Supervisors of the Company since October 2014. Mr. Li used to be Secretary of the Communist Youth League Committee of Beijing Chemical Experiment Factory from January 1988 to June 1991, Secretary of the Communist Youth League Committee of Beijing Chemical Industry Corporation from June 1991 to November 1993, and Party Secretary and Manager of Beijing No.2 Rubber Factory from November 1993 to February 2001. He served as Party Secretary of Beijing Jingneng Thermal Power Co., Ltd. from February 2001 to April 2004, and Director of the Party and Mass Work Department of Beijing International Power Development and Investment Corporation from April 2004 to December 2004. He successively worked as Director of the Party and Mass Work Department, Chairman of the Workers’ Union and employee director of Beijing Jingneng Group Co., Ltd. from December 2004 to May 2014. Mr. Li is currently Deputy Party Secretary, employee director, and Director of the Party and Mass Work Department of Beijing Energy Investment (Group) Co., Ltd.
Mr. Liu Jiakai, 49, has been a supervisor since he joined the Company in January 2010. Mr. Liu has more than 24 years of experience in construction and accounting in the power industry. He joined Beijing Jingneng Group Co., Ltd. in December 2009 as director of the Finance and Property Management Department. He used to be a chief accountant of Beijing Jingneng Thermal Power Co., Ltd. (listed at Shanghai Stock Exchange) from April 2006 to April 2007 and has been a supervisor since June 2007. He worked as Chief Financial Officer of Beijing Jingneng International Energy Co., Ltd. from July 2006 to December 2009, chief accountant of Mongolia Daihai Electric Power Generation Co., Ltd. from July 2003 to April 2006, and Director of the Finance Department and Deputy Director of the Audit Department of Inner Mongolia Power Administration from March 1992 to July 2003. Mr. Liu obtained a Bachelor's degree in economics from the Central University of Finance and Economics in June 1989.
Ms. Huang Linwei has been a supervisor of the Company since January 2010, and has more than 22 years of experience in accounting and auditing of power companies. She joined Beijing Jingneng Energy Technology Co., Ltd. in December 1993, and had held various positions since then, including cashier, accountant, accountant in charge, Deputy Manager of the Finance Department, and Deputy Manager of the Audit and Internal Control Department. Ms. Huang completed her on-job postgraduate study at Beijing Municipal Party School in July 2009, and is currently an intermediate accountant.