Huarong Energy Lacks Independent Directors After Zhou Zhan’s Retirement, Triggers Multiple HKEX Rule Breaches

Bulletin Express
05/20

China Huarong Energy Company Limited (Huarong Energy) announced that Independent Non-Executive Director (INED) Ms. Zhou Zhan has retired from the Board, effective 20 May 2026, upon reaching retirement age and the expiry of her service agreement dated to end in May 2026. Ms. Zhou also stepped down as Chair of the Audit, Nomination and Remuneration Committees and as a member of the Finance and Investment Committee. She confirmed no disagreement with the Board and no other matters requiring shareholder attention. The Board expressed its appreciation for her service.

Ms. Zhou’s departure leaves Huarong Energy without any INEDs, leading to immediate non-compliance with several Hong Kong Listing Rules: 1) Rules 3.10(1) and 3.10(2) – the Board now has fewer than three INEDs and lacks one with accounting or related financial expertise. 2) Rule 3.10A – INED representation has fallen below one-third of the Board. 3) Rule 3.21 – the Audit Committee, now without any INEDs, is below the required minimum of three members. 4) Rule 3.25 – the Remuneration Committee no longer comprises a majority of INEDs. 5) Rule 3.27A – the Nomination Committee no longer comprises a majority of INEDs.

The Board stated it will use “best endeavors” to appoint a new INED who can also serve on the Audit Committee within three months to restore compliance. A further announcement will be issued upon completion of the appointment process.

As at the announcement date, the Board consists of three executive directors—Mr. Niu Jianmin (Chairman), Mr. Hong Liang and Ms. Zhu Wen Hua—and no serving INEDs. Huarong Energy remains subject to ongoing monitoring by the Hong Kong Stock Exchange until the required board and committee compositions are rectified.

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