Tianyue Advanced: Announcement on the change of the company's directors and the adjustment of the composition of the special committee of the company's board of directors
DATE:  Jan 28 2025

Securities code: 688234 Securities abbreviation: Tianyue Advanced Announcement No.: 2025-006

Shandong Tianyue Advanced Technology Co., Ltd

Regarding the change of directors of the Company and the adjustment of the Board of Directors of the Company

Announcement of the composition of the special committee

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Company") on January 27, 2025

The 10th meeting of the second session of the board of directors was held, and the "Proposal on Changing the Company's Directors and Adjusting the Composition of the Special Committee of the Board of Directors of the Company" was deliberated and approved, and Ms. Li Wanyue was agreed to be nominated as a non-independent director candidate for the second board of directors of the company, and the term of office will be from the date of deliberation and approval of the general meeting of shareholders of the company to the date of expiration of the term of the second board of directors; Approved the nomination of Mr. Li Guohong as a candidate for independent director of the second session of the Board of Directors of the Company, and the term of office shall be from the date of deliberation and approval of the general meeting of shareholders of the Company to the date of expiration of the term of the second session of the Board of Directors; Agreed to adjust the members of the second special committee of the company. The specific announcement is as follows:

1. Resignation of directors

The board of directors of the company recently received the resignation report submitted by Mr. Huang Zhendong and Mr. Li Xiangmin, the directors of the company, Mr. Huang Zhendong applied for resignation as a director of the company for personal reasons, and will no longer hold any position in the company and its subsidiaries after his resignation; Mr. Li Xiangmin applied for resignation as an independent director, a member of the Audit Committee, the chairman of the Nomination Committee and a member of the Remuneration and Appraisal Committee of the Company due to personal reasons, and will no longer hold any position in the Company and its subsidiaries after his resignation.

2. Regarding the change of directors

In view of the resignation of Mr. Huang Zhendong as a director of the Company, in accordance with the provisions of the Articles of Association of the Company, the Board of Directors agreed to nominate Ms. Li Wanyue as a non-independent director candidate for the second session of the Board of Directors of the Company after the qualification review of the Nomination Committee, and the term of office shall be from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the term of the second session of the Board of Directors. The curriculum vitae of the non-independent director candidates is attached.

In consideration of the resignation of Mr. Lee Sang-min as an independent director of the Company and the Company's proposed overseas public offering of H shares and listing on The Stock Exchange of Hong Kong Limited, the Company intends to elect an independent director who is ordinarily resident in Hong Kong in accordance with Rule 19A.18(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. After the qualification review of the nomination committee, the board of directors agreed to nominate Mr. Li Guohong as a candidate for independent director of the second board of directors of the company, and the term of office will be from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the term of the second board of directors. The resumes of the candidates for independent directors are attached for details.

The nomination of directors still needs to be submitted to the general meeting of shareholders of the company for deliberation and election by cumulative voting.

3. On adjusting the composition of the special committee of the board of directors of the company

In view of the resignation of Mr. Li Xiangmin as an independent director of the Company, in accordance with the Articles of Association of the Company and the working rules of the special committees, in order to ensure the standardized operation of the special committees of the Board of Directors of the Company, the Board of Directors agreed to elect Mr. Li Guohong as a member of the second audit committee, the chairman of the second remuneration and appraisal committee and a member of the second nomination committee of the company. After being elected as an independent director of the Company by the general meeting of shareholders of the Company, Mr. Li Guohong will succeed Mr. Li Xiangmin and serve as the relevant special committee, and the term of office will be the same as that of the second session of the Board of Directors of the Company.

The composition of the members of the special committees after the adjustment is as follows:

(1) Strategy Committee: Mr. Zong Yanmin (Chairman), Mr. Qiu Yufeng, Mr. Li Honghui;

(2) Audit Committee: Mr. Li Honghui (Chairman), Mr. Li Guohong, Mr. Wang Huan;

(3) Nomination Committee: Ms. Liu Hua (Chairman), Mr. Zong Yanmin, Mr. Li Guohong;

(4) Remuneration and Appraisal Committee: Mr. Li Guohong (Chairman), Mr. Zong Yanmin, Ms. Liu Hua.

The above adjustments came into effect after the election of Mr. Lai Kwok Hung as an independent director of the Company at the general meeting of shareholders of the Company.

The announcement is hereby made.

Shandong Tianyue Advanced Technology Co., Ltd

board of directors

January 28, 2025

1. Curriculum vitae of non-independent director candidates

Ms. Li Wanyue: female, born in 1971, Chinese nationality, no right of permanent residence abroad, master's degree candidate,

Senior Accountant. From July 1994 to March 1996, he served as the accountant of the finance department of Beijing New Building Materials General Factory;

From March 1996 to December 2022, he successively served as the accountant and subsidiary of the finance department of Beijing New Materials Group Co., Ltd

Treasurer, Assistant Manager of Financial Planning Department, Deputy Manager of Finance Department, Manager of Finance Department, Deputy Secretary of the Commission for Discipline Inspection; 2022

Since December of this year, he has served as the chief accountant of China National Building Materials United Investment Co., Ltd.; Since July 2023, he has also served as China State Construction

Head of Finance of Materials Private Equity Fund Management (Beijing) Co., Ltd.

Ms. Li Wanyue does not hold any shares of the Company, and has no other relationship with the controlling shareholder, actual controller, other directors, supervisors, senior management and other shareholders holding more than 5% of the shares of the Company, except as the financial director of China Building Materials Private Equity Fund Management (Beijing) Co., Ltd., the executive partner of Sinoma Equity Investment Fund (Jinan) Partnership (Limited Partnership), which is more than 5% shareholder of the Company. There is no circumstance that a person is not allowed to serve as a director of the company as stipulated in the Company Law, the Articles of Association and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.

2. Curriculum vitae of candidates for independent directors

Mr. Lai Kwok Hung, male, born in 1964, Hong Kong, China, obtained a Bachelor of Arts degree in Accounting from the City University of Hong Kong, a Diploma in Law from the University of Hong Kong and a Master of Professional Accounting degree from the Hong Kong Polytechnic University. Mr. Lai Kwok Hung is a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, a member, a chartered secretary, a chartered governor of the Hong Kong Chartered Governance Institute, a member of the UrbanLand Institute, a member of the Hong Kong Institute of Directors and a member of the American Chamber of Commerce in Hong Kong. Since August 2013, he has served as a member of the Executive Leadership Group (Holdings) Limited (a company listed in Hong Kong, stock code: 00174.HK). HK) Executive Director and a member of the Investment Committee. Since February 2017, Ren Yuxin Holdings Limited (a Hong Kong listed company, stock code: 01657.HK) HK) is an independent non-executive Director and the chairman of the Audit and Risk Management Committee.

Mr. Li Guohong does not hold any shares of the Company and has no relationship with the controlling shareholder, actual controller, other directors, supervisors, senior management and other shareholders holding more than 5% of the shares of the Company. There is no circumstance that a person is not allowed to serve as a director of the company as stipulated in the Company Law, the Articles of Association and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.

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