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 the Resolutions Passed at the Board Meeting
This announcement 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 22 August 2015 regarding the resolutions passed by the Board.
This announcement is made pursuant to Rule 13.09(2) of The Rules (the "Listing Rules")
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
In accordance with the applicable laws and regulations of the People's Republic of China ("the PRC"), Anhui Conch Cement Company Limited (the "Company") will publish an announcement (the "PRC Announcement") in the designated newspaper circulating in the PRC on 22 August 2015 regarding the resolutions passed by the board (the "Board") of directors (the "Directors") of the Company.
The sixth meeting (the "Meeting") of the sixth session of the Board was held in the conference room of the Company on 21 August 2015. The Board comprised 8 Directors, and 8 were present at
the Meeting. Mr Wong Kun Kau, an independent non-executive Director of the Company, was on
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business trip, and appointed and authorized Mr Tai Kwok Leung, an independent non-executive Director of the Company, to attend the Meeting and vote on behalf of him. 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. All the resolutions passed at the Meeting are valid. The voting results of each of the resolutions considered in the Meeting are as follows: the total valid voting strength was 8, and all 8 votes were cast in favour of the resolution, 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 unanimously at the Meeting:
1. The unaudited financial reports of the Company and its subsidiaries (collectively, the "Group") for the six months ended 30 June 2015, prepared in accordance with the PRC Accounting Standards and International Financial Reporting Standards respectively, were considered and approved.
2. The interim report and its summary and the interim results announcement for the six months ended 30 June 2015 were considered and approved.
3. The Company's "General Manager's Work Report for the First Half of 2015" was considered and approved.
4. The Board unanimously elected Mr Wang Jianchao ("Mr Wang"), an executive Director, as the deputy chairman of the Company (please refer to the appendix to this announcement for the biography of Mr Wang). His term of appointment shall become effective from the date of approval of this resolution to the date of expiration of the sixth session of the Board (which is expected to be 27 May 2016).
5. The Board approved Mr Wang's resignation as the general manager of the Company.
According to the recommendation of the remuneration and nomination committee of the Board (the "Remuneration and Nomination Committee"), the Board agreed to appoint Mr Wu Bin ("Mr Wu") as the general manager of the Company. His term of appointment shall become effective from the date of approval of this resolution (please refer to the appendix to this
announcement for the biography of Mr Wu).
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By Order of the Board
Anhui Conch Cement Company Limited Yang Kaifa
Company Secretary
Wuhu City, Anhui Province, the People's Republic of China
21 August 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 (iii) Mr Wong Kun Kau, Mr Tai Kwok Leung and Mr Zhao Jianguang as independent non-executive directors.
Save as disclosed above, as at the date of this announcement, Mr Wang did not:
(a) have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company;
(b) hold any other directorships in listed public companies in the three years prior to the date of this announcement or have other major appointments; or
(c) have interests in any shares or underlying shares of the Company within the meaning of Part
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XV of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong).
Save as disclosed above, to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, there was no other matter in relation to the proposed appointment of Mr Wang as the deputy chairman of the Company that needs to be brought to the attention of the shareholders of Company and there was no information relating to Mr Wang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules as at the date of this announcement.
extensive experience in sales management and corporate management.
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