CITIC Offshore Helicopter to Seek Removal of Independent Director for Absences

CITIC Offshore Helicopter disclosed on the evening of September 6 that it will propose to an extraordinary shareholders' meeting on September 22 the removal of independent director Dong Tieniu, with his positions on board committees to be terminated accordingly. Dong failed to personally attend two consecutive board meetings for personal reasons and did not delegate another independent director to attend in his place. He has not objected to the removal, and the company has simultaneously nominated a candidate for the vacancy. The dismissal proposal is subject to shareholder approval.

Under the Administrative Measures for Independent Directors of Listed Companies, if an independent director fails to personally attend two consecutive board meetings without delegating attendance, the board must propose convening a shareholders' meeting within 30 days to remove that director. Public records show Dong, aged 62, has long worked in the civil aviation sector and currently serves as an independent director at Wanfeng Auto Wheel. He was nominated as an independent director candidate for CITIC Offshore Helicopter in July, elected on August 5, and missed his first board meeting just nine days later. He also did not attend meetings on August 21 and September 3, skipping all three sessions, with the company citing personal reasons. During the same period, he attended all board meetings at Wanfeng Auto Wheel, and the board meeting dates of the two listed companies did not conflict.

The Administrative Measures for Independent Directors of Listed Companies, effective September 2023, set clear requirements for independent director performance: serving on boards of no more than three domestic listed companies in principle, at least 15 days of on-site work annually, personal attendance at board meetings with work records, and removal procedures triggered by two consecutive absences. In the past two years, Guosen Securities independent director Zhang Rui and Jinhongshun independent director Ye Shaobo were removed by shareholder meetings for consecutive board absences, while companies such as Diantou Energy and Rongfeng Holding also initiated removal procedures after independent directors became unreachable and unable to perform duties.