Anhui Conch Cement : Announcement Regarding the Resolutions Passed at the Board Meeting

Microsoft Word - Board Resolution _E_ v3 16 0602 fr CL CP cmt 16 0602.doc

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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 at the Board Meeting

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(s) circulating in the PRC on 3 June 2016 regarding 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(s) circulating in the PRC on 3 June 2016 regarding resolutions passed by the board ("Board") of directors ("Directors") of the Company.

The 1st meeting ("Meeting") of the 7th session of the Board was held in the conference room of the Company on 2 June 2016. The Board comprised 8 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. The Meeting and the resolutions passed at the Meeting are legal and 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 each 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 at the Meeting:

1. Mr Gao Dengbang was elected as the chairman of the 7th session of the Board;

2. Mr Wang Jianchao was elected as the deputy chairman of the 7th session of the Board; and

3. The change of members of each of the audit committee of the Board ("Audit Committee") and the remuneration and nomination committee of the Board ("Remuneration and Nomination Committee") was approved.

   As the term of office of the Directors of the 6th session of the Board expired on 2 June 2016 (i.e. the date on which the Company's annual general meeting for the year ended 31 December 2015 was held), Ms Zhang Mingjing has retired as an executive Director, Mr Guo Jingbin has retired as a non-executive Director, and Mr Wong Kun Kau and Mr Zhao Jianguang have retired as independent non-executive Directors ("Retired Director(s)"), all with effect from 2 June 2016. Each Retired Director and the Board have respectively confirmed that the respective Retired Director has no disagreement with the Board and that they are not aware of other matters in connection with the retirement of the respective Retired Director that need to be brought to the attention of the shareholders of the Company and the Stock Exchange. The Board would like to extend its heartfelt gratitude to the Retired Directors for their contribution to the Company during their tenure of services.

   Due to change of composition of the Board, the Board approved the change of members of the Audit Committee and the Remuneration and Nomination Committee as follows:

   Audit Committee

   Mr. Yang Mianzhi (Chairman) Mr Tai Kwok Leung

   Mr Tat Kwong Simon Leung

   Remuneration and Nomination Committee

   Mr Tai Kwok Leung (Chairman) Mr Yang Mianzhi

   Mr Tat Kwong Simon Leung Mr Wang Jianchao

   Mr Wu Bin

4. To implement the Company's internationalization strategies, the Board approved the setting up of an overseas business division.

Wuhu City, Anhui Province, the PRC 2 June 2016

By order of the Board

Anhui Conch Cement Company Limited Yang Kaifa

Company Secretary

As at the date of this announcement, the Board comprises (i) Mr Gao Dengbang, Mr Wang Jianchao, Mr Wu Bin, Mr Ding Feng and Mr Zhou Bo as executive Directors, and (ii) Mr Yang Mianzhi, Mr Tai Kwok Leung and Mr Tat Kwong Simon Leung as independent non-executive Directors.