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.
(a joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00914)
This announcement is made pursuant to Rule 13.09(2) 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 24 March 2016 regarding resolutions passed by the Board.
This announcement is made pursuant to Rule 13.09(2) 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 24 March 2016 regarding resolutions passed by the board ("Board") of directors ("Directors") of the Company.
The meeting ("Meeting") of the Board was held in the conference room of the Company on 23 March 2016. The Board comprised 7 Directors, and 6 of them were present at the Meeting. Mr Zhao Jianguang, an independent non-executive Director of the Company, was not able to attend the
Meeting due to business engagement, and therefore has appointed and authorised Mr Wong Kun Kau, 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 ("Articles of Association"). 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 7, and all 7 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:
The general manager's report of the Company for the year ended 31 December 2015 and the business plan and target for the year ending 31 December 2016 were considered and approved.
The Company's financial reports for the year ended 31 December 2015 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 ("the Shareholder") for consideration and approval at the Company's annual general meeting for the year ended 31 December 2015 ("AGM") was recommended.
The Company's annual report for the year ended 31 December 2015 (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.
The assessment report of the Company's internal control for the year ended 31 December 2015 was considered and approved.
The Company's social responsibility report for the year ended 31 December 2015 was considered and approved.
The Company's profit appropriation proposal for the year ended 31 December 2015 was considered and endorsed, and the submission of such proposal to the Shareholders for
consideration and approval at the AGM was recommended (see note).
Note:
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 the year 2015 amounted to RMB7,516.39 million and RMB7,516.39 million respectively. The Board proposed the appropriation of the profit for the year ended 31 December 2015 as follows:
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 reaches 50% of the registered capital of the Company, no appropriation will be made for the year ended 31 December 2015.
Based on the Company's total share capital of 5,299,302,579 shares as at 31 December 2015, the payment of a final dividend of RMB0.43 per share (tax inclusive) is recommended. The total amount is approximately RMB2,278.7 million.
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.
The resolution regarding the provision of guarantee by the Company in respect of the bank borrowings of 33 wholly-owned and majority-owned subsidiaries was considered and approved, and the submission of the proposal for providing guarantee in respect of the bank borrowings of 14 of these companies 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.)
The resolution regarding the amendments to the relevant articles of the Articles of Association, and the submission of such amendments to the Shareholders for consideration and approval at the AGM as special resolution were considered and approved.
Amendment to existing Article 98:
The existing provision to be deleted is:Article 98 The Company shall establish a board of directors, which shall consist of 8 directors, comprising 1 chairman; the 8 directors shall include executive directors and non-executive directors (including independent non-executive directors).
The new provision after the amendment is:Article 98 The Company shall establish a board of directors, which shall consist of 8 directors, comprising 1 chairman and 1 vice-chairman; the 8 directors shall include executive directors and non-executive directors (including independent non-executive directors).
The resolutions regarding the director candidates for the 7th session of the Board ("Proposed Directors") (each as a separate resolution) was considered and approved.
As the term of office of the 6th session of the Board will expire soon, in accordance with the recommendations from the remuneration and nomination committee of the Board ("Remuneration and Nomination Committee"), the Board nominated the following persons as the Proposed Directors of the 7th session of the Board: Mr Gao Dengbang, Mr Wang Jianchao, Mr Wu Bin, Mr Ding Feng and Mr Zhou Bo as executive Directors; and Mr Yang Mianzhi, Mr Tai Kwok Leung and Mr Tat Kwong Simon Leung as independent non-executive Directors. Such proposal is recommended to be submitted to the Shareholders for consideration and approval at the AGM. The term of office of each proposed Director will become effective from the date of the passing of these resolutions at the 2015 AGM and the term shall be 3 years til the end of the 7th session of the Board. The biographies of the Proposed Director candidates are set out in the Appendix to this announcement.
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.
The notice of the AGM was considered and approved.
Anhui Conch Cement Company Ltd. issued this content on 23 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 March 2016 02:22:11 UTC
Original Document: http://english.conch.cn/dt2111111236.asp?docid=2111329304
