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.
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 and the Proposed Amendments to Articles of Association
This announcement is made pursuant to Rule 13.10B and Rule 13.51(1) 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 22 March 2019 regarding the resolutions passed by the Board.
This announcement is made pursuant to Rule 13.10B and Rule 13.51(1) 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", together with its subsidiaries,
"Group") will publish an announcement ("PRC Announcement") in the designated newspaper circulating in the PRC on 22 March 2019 regarding resolutions passed by the board ("Board") of directors ("Directors") of the Company.
The resolutions passed by the Board
The meeting ("Meeting") of the Board was held in the conference room of the Company on 21
March 2019. The Board comprised 7 Directors, and all of them were present at the Meeting.
Supervisors 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 resolutionspassed at the Meeting are valid.
The voting results of resolutions considered at the Meeting are as follow: the total valid voting strength was 7, and 7 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 vote had abstained from voting.
The following resolutions were passed at the Meeting:
1. The general manager's report of the Company for the year ended 31 December 2018 ("2018") and the business plan and target for 2019 were considered and approved.
2. The Company's financial reports for 2018 prepared in accordance with the International
Financial Reporting Standards and the PRC Accounting Standards respectively were considered and approved, and the submission of the financial reports to the shareholders of the Company
("Shareholder") for consideration and approval at the Company's annual general meeting for 2018 ("AGM") was recommended.
3. The Company's annual report for 2018 (including the report of the Board) and its summary and the results announcement were considered and approved, and the submission of the report of the Board to the Shareholders for consideration and approval at the AGM was endorsed.
4. The assessment report of the Company's internal control for 2018 was considered and approved.
5. The Company's social responsibility report for 2018 was considered and approved.
6. The Company's profit appropriation proposal for 2018 was considered and endorsed, and the submission of such proposal to the Shareholders for consideration and approval at the AGM was recommended.
According to the financial data prepared in accordance with the PRC Accounting Standards and
International Financial Reporting Standards, the Company's profit after tax and minority interest for 2018 amounted to RMB29,814.28 million and RMB29,858.30 million respectively.
The Board proposed the appropriation of the profit for 2018 as follows:
(1) Pursuant to the requirements of the Articles of Association, the Company shall appropriate 10% of the realized net profit after tax to the statutory surplus reserve, while further appropriation to the statutory surplus reserve will become optional when the cumulative appropriated amount for such reserve reaches above 50% of the registered capital of the
Company. Since the amount of the Company's statutory surplus reserve has reached 50% of the registered capital of the Company, no appropriation was made for 2018.
(2) Based on the Company's total share capital of 5,299,302,579 shares as of 31 December 2018, the payment of a final dividend of RMB1.69 per share (tax inclusive) is recommended.
The total amount of final dividend is RMB8,955.82 million.
7. The resolution regarding the recommendation to the Shareholders at the AGM to reappoint
KPMG Huazhen Certified Public Accountants (Special General Partnership) and KPMG
Certified Public Accountants as the PRC auditors and international (financial) auditors of the
Company respectively, to reappoint KPMG Huazhen Certified Public Accountants (Special
General Partnership) as the internal control auditor of the Company, and to authorize the Board to determine the remuneration of the auditors based on the amount of auditing work as required by the Company's business and scale of operation was considered and approved.
8. The resolution regarding the provision of guarantee by the Company in respect of the bank borrowings of 17 wholly-owned and holding subsidiaries and 3 joint venture entities was considered and approved, and the submission of the proposal for providing guarantee in respect of the bank borrowings of 6 of these companies with a gearing ratio of over 70% and 3 joint venture entities to the Shareholders for consideration and approval at the AGM was recommended (for details, please refer to the notice of the AGM of the Company and the relevant circular to be published and despatched to the Shareholders.)
9. The amendments to relevant provisions in Articles of Association of the Company, Rules of
Procedures for Shareholders' Meetings, Rules of Procedures for Board of Directors' Meetings, the Terms of Reference of the Audit Committee of the Board, the Terms of Reference of the
Remuneration and Nomination Committee of the Board and Rules of Procedures for General
Managers' Meetings, and the adoption of the Board diversity policy were considered and approved, in which the submission of the amendments to the Articles of Association to the
Shareholders for consideration and approval at the AGM as special resolution, and the submission of the amendments to the Rules of Procedures for Shareholders' Meetings and the
Rules of Procedures for Board of Directors' Meetings to the Shareholders for consideration and approval at the AGM as ordinary resolutions was endorsed. Please refer to Appendix I to this announcement for the proposed amendments to the Articles of Association.
10. The resolution regarding the changes in the accounting policy of the Company was considered and approved.
11. The resolution regarding the establishment of the aggregate and concrete business department was considered and approved.
12. The resolution regarding the submission to the Shareholders at the AGM for granting a general mandate to the Board to exercise all the powers of the Company to allot and issue new ordinary shares of the Company was considered and approved.
13. The notice of the AGM was considered and approved.
Recommendation to make amendments to the Articles of Association
The Board recommends seeking shareholders' approval of the proposed amendments to the Articles of Association at the AGM by way of special resolution. Appendix I to this announcement summarizes the contents of the relevant proposed amendments. For details of the relevant amendments of the Articles of Association, please refer to the notice of the AGM of the Company and the relevant circular to be published and despatched to the shareholders.
By Order of the Board
Anhui Conch Cement Company Limited
Joint Company Secretary
Yu Shui
Wuhu City, Anhui Province, the PRC
21 March 2019
As at the date of this announcement, the Board comprises (i) Mr Gao Dengbang, Mr Wang Jianchao, Mr Wu
Bin, and Mr Ding Feng as executive Directors; (ii) Mr Yang Mian Zhi, Mr Tai Kwok Leung and Mr Leung
Tat Kwong Simon as independent non-executive Directors.
Appendix I
Proposed amendments to the Articles of Association
Serial No. | Original Articles | Proposed Amendments |
1 | Article 16 The scope of the Company's operations shall be that approved by the companies registration authorities. The scope of Company's business includes: open-pit mining of limestones for cement and sandstones for cement supplements; production, sales, exports and imports of cement and supplements and cement products; machinery, instruments, spare parts and the production, sales, exports and imports of raw materials for the use of corporate productions and scientific research; the production, sales, imports and exports of electronic equipment; technical support. The wholesale and retail of coal; contracting of overseas engineering projects and dispatch of labour overseas for project implementation. | Article 16 The scope of the Company's operations shall be that approved by the companies registration authorities. The scope of Company's business includes: open-pit mining of limestones for cement and sandstones for cement supplements; production, sales, exports and imports of cement and supplements and cement products; production and sales of aggregate and sandstone for construction; the design, production, sales, installation and after sales service ofprefabricatedbuildingandprefabricated parts; general contracting; machinery, instruments, spare parts and the production, sales, exports and imports of raw materials for the use of corporate productions and scientific research; the production, sales, exports and imports of electronic equipment; technical support. The wholesale and retail of coal; contracting of overseas engineering projects and dispatch of required labour for project implementation. The recycling and sales of carbon (except for those which required administrative permits) and the production and sales of the food additives. |
2 | Article 33 Subject to approval being obtained in accordance with the procedures prescribed by these Articles and the | Article 33 The Company, in accordance with thelaw,administrativeregulation,departmentalregulationandthe |