ANHUI CONCH CEMENT COMPANY LIMITED 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 (1) THE RESOLUTIONS PASSED AT THE BOARD MEETING AND (2) RESIGNATION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR THE RESOLUTIONS PASSED AT THE BOARD MEETING
The part of this announcement regarding the resolutions passed at the Board Meeting is made pursuant to Rule 13.09(2) 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 9 January 2015 regarding the resolutions passed by the Board.
As disclosed in the May Announcement of the Company, Mr. Fang has submitted his resignation as the Company's INED. Nonetheless, according to Article 113G of the Articles, if the Company does not appoint a new INED within two months after the receipt of resignation notice of the outgoing INED, the resigning INED may decline to perform his/her duties. According to Mr. Fang's intention, Mr. Fang no longer performed his duties as an INED, a member of the Audit Committee of the Company and the chairman of the Remuneration and Nomination Committee starting from 7 January 2015, and thus his resignation became effective on 7 January 2015.
The part of this announcement regarding the resolutions passed at the Board is made pursuant to
Rule 13.09(2) of The Rules Governing the Listing of Securities ("Listing Rules") on The Stock
Exchange of Hong Kong Limited ( "Stock Exchange").
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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 9 January 2015 regarding the resolutions passed by the board ("Board") of directors ("Directors") of the Company.
CONTENTS OF THE RESOLUTIONS PASSED AT THE BOARD MEETINGA meeting of the Board ("Board Meeting") was held on 8 January 2015 through telephone conference. The Board comprised 7 Directors, and 7 of them were present at the Board Meeting. The convention of the Board Meeting was in compliance with the requirements under the Companies Law of the PRC and the articles of association of the Company ("Articles"). The resolutions passed at the Board Meeting are valid. The voting results of the two resolutions considered in the Board Meeting are as follows: the total valid voting strength was 7, and all 7 votes were cast in favour of each of the resolutions, representing 100% of the number of valid votes. No vote was cast against any of the resolutions and no Director had abstained from voting. The following resolutions were passed at the Board Meeting:
1. The resolution regarding the nomination of Mr. Zhao as a candidate of independent non-executive Director ("INED") of the Company was considered and approvedBased on the recommendation of the remuneration and nomination committee of the Board ("Remuneration and Nomination Committee"), the Board nominated Mr. Zhao Jianguang ("Mr. Zhao") as a candidate of INED of the Company. Mr. Zhao's term of office will become effective from the date of approval by the shareholders of the Company ("Shareholders") during a general meeting until the expiry of the term of office of the sixth session of the Board. According to the relevant provisions of the Articles, Mr. Zhao is entitled to be re-elected at an annual general meeting of the Company. The Board will submit the above resolution to the Shareholders for consideration and approval at the first extraordinary general meeting ("EGM") of 2015. Please refer to the appendix to this announcement for the biography of Mr. Zhao.
2. The notice of the EGM ("Notice") was considered and approvedThe agenda stated in the Notice is to consider the resolution regarding the election of Mr. Zhao as an INED of the sixth session of the Board. For details of the EGM (including time, venue and resolution), please refer to the Notice to be published by the Company.
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RESIGNATION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
Reference is made to the Company's announcement dated 8 May 2014 ("May Announcement") in relation to the resignation of Mr. Fang Junwen ("Mr. Fang") as an INED.
Immediately following Mr. Fang's submission of resignation, the Company began to look for a new INED. However, the Company could not find an appropriate candidate, and thus did not elect a new INED. Nonetheless, according to Article 113G of the Articles, if the Company does not appoint a new INED within two months after the receipt of resignation notice of the outgoing INED, the resigning INED may decline to perform his/her duties. According to Mr. Fang's intention, Mr. Fang no longer performed his duties as an INED, a member of the Audit Committee of the Company and the chairman of the Remuneration and Nomination Committee starting from 7
January 2015, and thus his resignation became effective on 7 January 2015.
Mr. Fang has confirmed that he has no disagreement with the Board and that he was not aware of other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in connection with his resignation. The Board is also not aware of any such matters that need to be brought to the attention of the Stock Exchange and the Shareholders.
Following the resignation of Mr. Fang, the Company has only two INEDs and two Audit
Committee members, the number of which falls below the minimum number required under Rules
3.10(1) and 3.21 of the Listing Rules on the Stock Exchange respectively. The Company is also in non-compliance with Rule 3.25 of the Listing Rules on the Stock Exchange as the Remuneration and Nomination Committee is not chaired by an INED and not comprising a majority of INEDs following Mr. Fang's resignation.
As disclosed above, in order to fulfil the requirement under Rules 3.10(1), 3.21 and 3.25 of the Listing Rules respectively and to comply with the relevant Listing Rules requirements, Mr. Zhao is nominated as a candidate of the new INED. Upon approval of Mr. Zhao as an INED at the EGM, the Board will promptly fill the vacancy in the Audit Committee and for the chairman of the Remuneration and Nomination Committee.
Further announcement will be made by the Company upon fulfilment of the aforesaid requirements.
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By order of the Board
Anhui Conch Cement Company Limited Yang Kaifa
Company Secretary
Wuhu City, Anhui Province, the PRC
8 January 2015
As at the date of this announcement, the Board comprises (i) Mr. Guo Wensan, Mr. Wang Jianchao, Ms. Zhang Mingjing, and Mr. Zhou Bo as executive Directors; (ii) Mr. Guo Jingbin as non-executive Director; and (ii) Mr. Wong Kun Kau and Mr. Tai Kwok Leung as independent non-executive Directors.
Appendix: Biography of Mr. Zhao
Mr. Zhao Jianguang, born in July 1965, holds a master degree in Economics from Shaanxi Institute of Finance and Economics (陝西財經學院). Mr. Zhao has 20 years of experience in the securities industry and has served as the chief executive officer of Guodu Securities Co., Ltd. (國都證券有限 責任公司), vice president of Guosen Securities Co., Ltd. (國信證券股份有限公司), general manager of the investment bank division of Nanfang Securities Co., Ltd. (南方證券有限公司) and senior manager of the issuance division of Huaxia Securities Co., Ltd. (華夏證券股份有限公司). He is currently the chairman of JYTH Investment Management (Beijing) Co., Ltd. (建元天華投資
管理（北京）有限公司).
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