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安徽海螺水泥股份有限公司
ANHUI CONCH CEMENT COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00914)
Announcement Regarding the Resolutions Passed by the Board
This announcement is made pursuant to Rule 13.10B of the Listing Rules.
In accordance with the applicable laws and regulations of the PRC, the Company will publish the PRC Announcement in the designated newspaper circulating in the PRC on 31 May 2019 regarding the resolutions passed by the Board.
This announcement is made pursuant to Rule 13.10B of The Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange").
In accordance with the applicable laws and regulations of the People's Republic of China ("the PRC"), Anhui Conch Cement Company Limited ("Company") will publish an announcement ("PRC Announcement") in the designated newspaper circulating in the PRC on 31 May 2019 regarding resolutions passed by the board ("Board") of directors ("Directors") of the Company.
The first meeting ("Meeting") of the eighth session of the Board was held in the conference room of the Company on 30 May 2019. The Board comprised 8 Directors, and all of them were present at the Meeting. The Supervisors of the Company and some senior management members of the Company also attended the Meeting. The convention of the Meeting was in compliance with the requirements of the Companies Law of the PRC and the articles of association of the Company ("Articles of Association"). The resolutions passed at the Meeting are valid. The voting results of the resolutions considered at the Meeting are as follows: the total valid voting strength was 8, and 8 votes were cast in favour of each resolution, representing 100% of the number of valid votes. No vote was cast against the resolutions and no Director had abstained from voting. The following resolutions were passed at the Meeting:
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- Mr Gao Dengbeng was elected as the chairman of the eighth session of the Board of the Company
- Mr Wang Jianchao was elected as the vice chairman of the eighth session of the Board of the Company; and
- The resolution regarding the change of members of each of the audit committee of the Board (the "Audit Committee") and the remuneration and nomination committee of the Board (the "Remuneration and Nomination Committee") was approved.
The term of office of the Directors of the seventh session of the Board of the Company expired on 30 May 2019 (i.e. the date on which the Company's annual general meeting for the year ended 31 December 2018 was held). Mr Tai Kwok Leung ("Mr. Tai") has retired as an independent non-executive director of the Company with effect from 30 May 2019. Mr Tai and the Board have confirmed that Mr Tai has no disagreement with the Board, and that they are not aware of other matters that need to be brought to the attention of the shareholders of the Company and the Stock Exchange in connection with the retirement of Mr Tai. The Board would like to express its sincere gratitude to Mr Tai for his contribution to the Company during his tenure of service.
Due to changes in the composition of the Board, the Board agreed to make the following changes to the composition of each of the Audit Committee and the Remuneration and Nomination Committee:
The members of the Audit Committee of the eighth session of the Board of the Company are: Mr Yang Mianzhi, Mr Leung Tat Kwong Simon and Ms Zhang Yunyan. Among them, Mr Yang Mianzhi is the chairman of the committee.
The members of the Remuneration and Nomination Committee of the eighth session of the Board of the Company are: Mr Leung Tat Kwong Simon, Mr Yang Mianzhi, Ms Zhang Yunyan, Mr Wang Jianchao and Mr Wu Bin. Among them, Mr Leung Tat Kwong Simon is the chairman of the committee.
By Order of the Board
Anhui Conch Cement Company Limited
Joint Company Secretary
Yu Shui
Wuhu City, Anhui Province, the PRC
30 May 2019
As at the date of this announcement, the board of directors of the Company comprises (i) Mr Gao Dengbang, Mr Wang Jianchao, Mr Wu Bin and Mr Li Qunfeng as executive Directors; (ii) Mr Ding Feng as non-executive Director; (iii) Mr Yang Mianzhi, Mr Leung Tat Kwong Simon and Ms Zhang Yunyan as independent non-executive Directors.
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