BBMG CORPORATION 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.
北 京 金 隅 集 團 股 份 有 限 公 司
BBMG Corporation*
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2009)
- POLL RESULTS OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING HELD ON 21 AUGUST 2020
- RESIGNATION OF EXECUTIVE DIRECTOR AND CHAIRMAN (III) APPOINMENT OF EXECUTIVE DIRECTOR AND CHAIRMAN
(IV) RESIGNATION AND APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND RESIGNATION AND APPOINTMENT OF A MEMBER OF THE AUDIT COMMITTEE
(V) RESIGNATION AND APPOINTMENT OF SUPERVISORS
AND
(VI) CHANGES IN MEMBER OF BOARD COMMITTEE
POLL RESULTS OF THE 2020 FIRST EXTRAODRINARY ORDINARY MEETING
The board of directors (the "Board") of BBMG Corporation* (the "Company") is pleased to announce that the 2020 first extraordinary general meeting of the Company (the "2020 First Extraordinary General Meeting") was held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People's Republic of China (the "PRC") at 2:00 p.m. on Friday, 21 August 2020. The 2020 First Extraordinary General Meeting was chaired by Mr. Wu Dong, executive director of the Board.
Reference is made to (i) the announcement on the proposed election of director of the Company dated 4 August 2020 and (ii) the notice of 2020 First Extraordinary General Meeting of the Company dated 5 August 2020 (collectively, the "Notices").
As at the date of the 2020 First Extraordinary General Meeting, the Company has issued a total number of 10,677,771,134 shares (the "Shares") (comprising of 8,335,006,264 A Shares and 2,338,764,870 H Shares), and all of the Shares entitle the holders to attend and vote for or against the resolutions proposed at the 2020 First Extraordinary General Meeting. None of the Shares
- 1 -
entitled the shareholders of the Company (the "Shareholders)" to attend the 2020 First Extraordinary General Meeting and abstain from voting in favour as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and no Shareholders were required under the Listing Rules to abstain from voting at the 2020 First Extraordinary General Meeting. No party has stated its intention to vote against the resolution proposed at the 2020 First Extraordinary General Meeting or to abstain from voting. Shareholders and their authorized proxies holding an aggregate of 5,830,913,477 Shares, representing 54.61% of the total issued share capital of the Company were present at the 2020 First Extraordinary General Meeting.
At the 2020 First Extraordinary General Meeting, the proposed resolution set out in the Notices were voted by poll. The poll results in respect of the resolution proposed at the 2020 First Extraordinary General Meeting are as follows:
ORDINARY RESOLUTION | Number of Valid Votes (%)# | ||||||
For | Against | Abstain | |||||
1 | To elect the following candidate as the | ||||||
director of the Company for a period | |||||||
commencing from the conclusion of the | |||||||
2020 First Extraordinary General Meeting | |||||||
and expiring on the date of the annual | |||||||
general meeting of the Company for the | |||||||
year of 2020 and to authorise the Board to | |||||||
enter into service contract and/or | |||||||
appointment letter with the newly elected | |||||||
director of the Company subject to such | |||||||
terms and conditions as the Board shall | |||||||
think fit and to do such acts and things to | |||||||
give effect to such matters. | |||||||
Mr. Zeng Jin | 5,596,412,907 | 190,949,775 | 0 | ||||
(95.978322%) | (4.021678%) | (0%) | |||||
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
- based on the total number of votes cast on the resolution
For details of the aforesaid resolution, Shareholders may refer to the Notices.
- 2 -
In compliance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, acted as scrutineer for the vote-taking at the 2020 First Extraordinary General Meeting.
The 2020 First Extraordinary General Meeting was witnessed by the Company's PRC legal adviser, Beijing Sino-Integrity Law Firm, who presented a legal opinion concluding that the convening and procedures of the 2020 First Extraordinary General Meeting conformed to the requirements of the relevant PRC laws, regulations, normative documents and the Articles of Association of the Company; the conveners and attendees of the 2020 First Extraordinary General Meeting were qualified and their qualifications conformed to the requirements of the relevant PRC laws, regulations and the Articles of Association of the Company; the voting process conformed to the requirements of the relevant PRC laws, regulations and the Articles of Association of the Company and the resolution approved by the 2020 First Extraordinary General Meeting were lawful and valid.
RESIGNATION OF EXECUTIVE DIRECTOR AND CHAIRMAN
The Board has received a resignation letter from the chairman of the Board and an executive director of the Company, Mr. Jiang Deyi, on 21 August 2020 in respect of his duties as chairman of the Board, an executive director of the Company and chairman of the Strategic Committee of the Company with effect from 21 August 2020.
Mr. Jiang Deyi's resignation is a result of his work re-designation. As stated in his resignation letter, Mr. Jiang Deyi confirmed that he has no disagreement with the Board. Mr. Jiang Deyi confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in relation to his resignation.
The Board would like to take this opportunity to express its sincere appreciation to Mr. Jiang Deyi for his excellent contributions made to the high quality and rapid development of the Company during his tenure of office.
APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIAIRMAN
At the 2020 First Extraordinary General Meeting, the resolution in relation to the election of Mr. Zeng Jin as a new director of the Company has been approved.
The Company is pleased to announce that according to the meeting of the Board held on 21 August 2020, the Board has resolved and approved that Mr. Zeng Jin be appointed as an executive director and the chairman of the fifth session of the Board with immediate effect.
- 3 -
Biography of Mr. Zeng Jin
Mr. Zeng Jin, born in February 1970, had been the executive director of the Company from 15 August 2017 to 26 December 2018 and had been the general manager of the Company from 5 August 2016 to 26 December 2018. Mr. Zeng Jin has been serving as the party secretary of the Company since July 2020. He joined Beijing North Star Industrial Group Company Limited in September 1992 and served as the deputy party secretary of Beijing North Star Industrial Group Company Limited and Beijing North Star Company Limited (the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited and Shanghai Stock Exchange) (stock codes: 00588.HK and 601588.SH, respectively). He had been the executive director of Beijing North Star Company Limited between March 2012 and August 2016 and had been the general manager of Beijing North Star Company Limited from December 2014 to June 2016. From December 2014 to June 2016, Mr. Zeng Jin served as the director of Beijing North Star Industrial Group Company Limited (the parent company of Beijing North Star Company Limited). He has been the deputy party secretary and director of BBMG Group Company Limited during the period from June 2016 to 26 December 2018. During the period from November 2018 to June 2019, Mr. Zeng Jin has been the Deputy Secretary General of the Beijing Municipal Government. During the period from June 2019 to July 2020, Mr. Zeng Jin served as the Deputy Secretary of District Committee of Haidian District of Beijing Municipality of the CPC and the Secretary of the Party Group of Haidian District People's Government of Beijing Municipality, and successively served as the Deputy Head, Acting Head and Head of Haidian District People's Government of Beijing Municipality during the relevant period, and was also the Deputy Secretary of the Zhongguancun Science City Working Committee of Beijing Municipal Committee of the CPC and the Director of the Zhongguancun Science City Management Committee from January 2020 to July 2020. Mr. Zeng Jin graduated from the Department of Civil Engineering of Southeast University in 1992 and received a master's degree in Business Administration from Tsinghua University in 1999 and later graduated from Renmin University of China with a doctoral degree in Management in 2010. Mr. Zeng Jin graduated from Renmin University of China with a doctoral degree in management. Mr. Zeng Jin has extensive experience in real estate development and management.
Mr. Zeng Jin has entered into a service contract with the Company for serving as a director of the Company with a term commencing from the conclusion of the 2020 First Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year 2020. Pursuant to the service contract, Mr. Zeng Jin's remuneration will be determined and approved at the annual general meeting of the Company based on the corporate policy on directors' remuneration of the Company as well as his workload and responsibilities.
Save as disclosed above, Mr. Zeng Jin (i) did not hold any other directorships in other listed companies in the past three years; (ii) is not related to any directors, supervisors, senior management, or substantial or controlling shareholders of the Company; (iii) does not have or is
- 4 -
not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); and (iv) does not hold any other position in the Company or other members within the Group.
Save as disclosed above, there are no other matters concerning Mr. Zeng Jin that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
RESIGNATION AND APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND RESIGNATION AND APPOINTMENT OF A MEMBER OF THE AUDIT COMMITTEE
The Board has received a resignation letter from a non-executive director of the Company, Mr. Guo Yanming, on 20 August 2020 in respect of his resignation as a non-executive director of the Company with effect from 20 August 2020. Following his resignation as a non-executive director of the Company, Mr. Guo Yanming also resigned as a member of the Audit Committee at the same time.
Mr. Guo Yanming's resignation is a result of his work re-designation. As stated in his resignation letter, Mr. Guo Yanming confirmed that he has no disagreement with the Board. Mr. Guo Yanming confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in relation to his resignation.
The Board would like to take this opportunity to express its sincere appreciation to Mr. Guo Yanming for his proactive contributions on promoting the standardized operations and development of the Company during his tenure of office.
Following the resignation of Mr. Guo Yanming, on 20 August 2020, as Mr. Wang Zhaojia has fulfilled the relevant requirements and was elected democratically by the staff and workers of the Company as a director of the Company, Mr. Wang Zhaojia is therefore not subject to election at the 2020 First Extraordinary General Meeting.
According to the meeting of the Board held on 21 August 2020, it was resolved and approved that Mr. Wang Zhaojia be appointed as a member of the Audit Committee of the fifth session of the Board with immediate effect.
Biography of Mr. Wang Zhaojia
Mr. Wang Zhaojia, born in September 1963, has been a deputy general manager of the Company since October 2012. From September 1984 to October 2009, Mr. Wang Zhaojia served successively as vice president, executive vice president, deputy secretary to the party committee and president of Beijing Building Materials Research Institute （北京市建築材料科學研究院）; deputy director and director of the technology center of Beijing Building Materials Group Co., Ltd
- 5 -
（北京建築材料集團有限責任公司）; deputy general manager of Beijing CEM-FIL Glass Fiber Co., Ltd. (北京賽姆菲爾玻璃纖維有限公司); deputy general manager and president of Beijing Saint-Gobain Fiberglass Co., Ltd. (北京聖戈班玻璃纖維有限公司); president of Owens Corning Compound Materials (Beijing) Co., Ltd. (歐文斯科寧（北京）複合材料有限公司); president of Beijing Namei Technology Development Co., Ltd.( 北京市納美科技發展有限公司); deputy general engineer of BBMG Group Company Limited (北京金隅集團有限責任公司) and director of the technology center of the Company. Mr. Wang Zhaojia served as the vice president of the Company from October 2009 to July 2012. Meanwhile, he has served as the secretary to the party committee and executive director of Beijing Building Materials Academy Co., Ltd. (北京建築材 料科學研究總院有限公司) since August 2018. Mr. Wang Zhaojia graduated from Wuhan University majoring in political economy in 2011. He is a doctorate degree graduate and a professorate senior engineer.
Mr. Wang Zhaojia has entered into a service contract with the Company for serving as a director of the Company with a term commencing from the date of this announcement and expiring on the date of the annual general meeting of the Company for the year 2020. Pursuant to the service contract, as Mr. Wang Zhaojia is a non-executive director and was elected as a director of the Company democratically by the staff and workers of the Company, Mr. Wang Zhaojia will not receive any remuneration separately.
Save as disclosed above, Mr. Wang Zhaojia (i) did not hold any other directorships in other listed companies in the past three years; (ii) is not related to any directors, supervisors, senior management, or substantial or controlling shareholders of the Company; (iii) does not have or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); and (iv) does not hold any other position in the Company or other members within the Group.
Save as disclosed above, there are no other matters concerning Mr. Wang Zhaojia that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
RESIGNATION AND APPOINTMENT OF SUPERVISORS
The supervisory board of the Company (the "Supervisory Board") has received a resignation letter from chairman of the Supervisory Board, Mr. Pei Ying, on 20 August 2020 to tender his resignation as a supervisor of the Company ("Supervisor") and chairman of the Supervisory Board with effect from 20 August 2020.
Mr. Pei Ying's resignation is a result of his work re-designation.
- 6 -
As stated in his resignation letter, Mr. Pei Ying confirmed that he has no disagreement with the Board. Mr. Pei Ying confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in relation to his resignation.
The Board would like to take this opportunity to express its sincere appreciation to Mr. Pei Ying for his proactive contributions on protecting the legal interests of investors and promoting the standardized operations of the Company during his tenure of office.
On 20 August 2020, the Supervisory Board has received a resignation letter from Ms. Song Lifeng to tender her resignation as a Supervisor of the Company with effect from 20 August 2020.
Ms. Song Lifeng's resignation is a result of her work re-designation.
As stated in her resignation letter, Ms. Song Lifeng confirmed that she has no disagreement with the Board. Ms. Song Lifeng confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in relation to her resignation.
The Board would like to take this opportunity to express its sincere appreciation to Ms. Song Lifeng for her proactive contributions on protecting the legal interests of investors and promoting the standardized operations of the Company during her tenure of office.
Following the resignation of Mr. Pei Ying and Ms. Song Lifeng, on 20 August 2020, as Mr. Guo Yanming and Mr. Zhang Qicheng have fulfilled the relevant requirements and were elected democratically by the staff and workers of the Company as Supervisor, Mr. Guo Yanming and Mr. Zhang Qicheng are therefore not subject to election at the 2020 First Extraordinary General Meeting.
According to the meeting of the Supervisory Board held on 21 August 2020, it was resolved and approved that Mr. Guo Yanming be appointed as the chairman of the fifth session of the Supervisory Board with immediate effect.
Biography of Mr. Guo Yanming
Mr. Guo Yanming, born in January 1962, has served as a non-executive director of the Company between 27 June 2017 and 20 August 2020. Mr. Guo Yanming has been a member of the communist party standing committee and the chairman of the labor union of the Company since August 2016. Currently, Mr. Guo Yanming is the supervisor of China National Building Material Company Limited (listed on the Main Board of the Stock Exchange; stock code: 03323). Mr. Guo Yanming had served as the vice general manager of the Company from 26 October 2012 to April
- 7 -
2017, during which he was primarily responsible for the overall operation and development of the modern building materials segment and works in relation to production safety. Mr. Guo Yanming had served as the Company's general economist from March 2006 to April 2009. Mr. Guo Yanming has accumulated more than 26 years of experience in corporate management and human resources in the building materials industry. Since June 2003, Mr. Guo Yanming has been the general manager assistant for the BBMG Group Company Limited. Mr. Guo Yanming graduated in August 1985 from Beijing Economics College (currently known as Capital University of Economics and Business), where he majored in industrial enterprise administration. Mr. Guo Yanming is a senior economist.
Mr. Guo Yanming has entered into a service contract with the Company for serving as a Supervisor with a term commencing from the date of this announcement and expiring on the date of the annual general meeting of the Company for the year 2020. Pursuant to the service contract, as Mr. Guo Yanming is a staff of the Company and was elected as a Supervisor democratically by the staff and workers of the Company, Mr. Guo Yanming will not receive any remuneration separately.
Save as disclosed above, Mr. Guo Yanming (i) did not hold any other directorships in other listed companies in the past three years; (ii) is not related to any directors, supervisors, senior management, or substantial or controlling shareholders of the Company; (iii) does not have or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) does not hold any other position in the Company or other members within the Group.
Save as disclosed above, there are no other matters concerning Mr. Guo Yanming that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Biography of Mr. Zhang Qicheng
Mr. Zhang Qicheng, born in June 1966, has served as a Supervisor of the Company between 27 June 2017 and 16 October 2018. Mr. Zhang Qicheng has been the head of the audit department of the Company since November 2015. Mr. Zhang Qicheng has served as the deputy chief accountant and director of the finance department of Beijing Building Materials Group Corporation Real Estate Development Co., Ltd. (北京建築材料集團總公司房地産開發有限公司) from February 2001 to March 2002. He joined Beijing Jiaye Real Estate Development Co., Ltd. (北京嘉業房地 産開發公司) in March 2002 and took up various positions until November 2015, including chief financial officer, chief accountant, secretary to the party committee, secretary to the disciplinary committee and chairman of the labor union. Mr. Zhang Qicheng graduated from North China University of Technology majoring in economics and management in July 1987 and obtained a master's degree in management from Central China Normal University in June 2010.
- 8 -
Mr. Zhang Qicheng has entered into a service contract with the Company for serving as a supervisor with a term commencing from the date of his appointment as the Supervisor and expiring on the date of the annual general meeting of the Company for the year 2020. Pursuant to the service contract, as Mr. Zhang Qicheng is a staff of the Company and is the Supervisor elected democratically by the staff and workers of the Company and was elected as a Supervisor democratically by the staff and workers of the Company, Mr. Zhang Qicheng will not receive any remuneration separately.
Save as disclosed above, Mr. Zhang Qicheng (i) did not hold any other directorships in other listed companies in the past three years; (ii) is not related to any directors, supervisors, senior management, or substantial or controlling shareholders of the Company; (iii) does not have or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) does not hold any other position in the Company or other members within the Group.
Save as disclosed above, there are no other matters concerning Mr. Zhang Qicheng that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Listing Rule 13.51(2)(h) to (v).
CHANGES IN MEMBER OF BOARD COMMITTEE
Following the resignation of Mr. Jiang Deyi, at the meeting of the Board held on 21 August 2020, it was resolved that Mr. Zeng Jin be appointed as the chairman of the Strategic Committee of the Company.
By order of the Board
BBMG Corporation*
Zeng Jin
Chairman
Beijing, the PRC, 21 August 2020
As at the date of this announcement, the executive directors of the Company are Zeng Jin, Wu Dong and Zheng Baojin; the non-executive director of the Company are Wang Zhaojia and Xue Chunlei; and the independent non-executive directors of the Company are Wang Guangjin, Tian Lihui, Tang Jun and Ngai Wai Fung.
- English translation denotes for identification purposes only
- 9 -
Attachments
- Original document
- Permalink
Disclaimer
BBMG Corporation published this content on 21 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 August 2020 12:57:09 UTC
