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Poll Results of 2023 Annual General Meeting held on 30 May 2024

2024-05-30 00:00:00

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 COMPANYLIMITED (a joint stock limited company incorporated in the People’s Republic of China) (Stock Code: 00914) Poll Results of 2023 Annual General Meeting held on 30 May 2024 Poll Results of 2023 Annual General Meeting The Board announced that the AGM for FY2023 was held on Thursday 30 May 2024 in the conference room of the Company at 39 Wenhua Road Wuhu City Anhui Province the PRC. All resolutions (for the purpose of resolution no. 7 refer to the Amended Resolution No. 7) set out in the Notices were duly passed by way of poll without any modification.Poll Results of 2023 Annual General Meeting The board (“Board”) of directors (“Directors”) of Anhui Conch Cement Company Limited (“Company” together with its subsidiaries collectively the “Group”) announced that the annual general meeting (“AGM”) of the Company for the financial year ended 31 December 2023 (“FY2023”) was held on Thursday 30 May 2024 in the conference room of the Company at 39 Wenhua Road Wuhu City Anhui Province the People’s Republic of China (the “PRC”).As at the date of the AGM the total number of issued shares (“Shares”) with a par value of RMB1.00 each in the capital of the Company was 5299302579 comprising 3999702579 A Shares (“A Shares”) and 1299600000 H Shares (“H Shares”). As no voting right is attached to the 22242535 A Shares in the Company’s designated securities account for repurchase the total number of Shares entitling the holders to attend the AGM and vote for or against any of the resolutions proposed at the AGM was 5277060044. There was no restriction on any shareholder of the Company (“Shareholder(s)”) to cast votes on any of the resolutions proposed at the AGM. No Shares entitling their holders to attend the AGM - 1 -and vote only against or abstain from voting in favour of any of the resolutions at the AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”). None of the Shareholders were required under the Listing Rules to abstain from voting any or all of the resolutions proposed at the AGM. No parties had stated their intention in the Company’s circular dated 23 April 2024 (“First Circular”) and/or supplemental circular dated 16 May 2024 (“SupplementalCircular”) to vote against or to abstain from voting any resolutions proposed at the AGM.The number and ratio of Shareholders and authorised proxies attended the AGM are set out as follows: 1. Number of Shareholders and authorised proxies attended the meeting 69 Of which: number of holders of A Shares 68 number of holders of H Shares 1 2. Total number of Shares attended the meeting entitling the holders to vote on the resolutions (Shares) 2518844618 Of which: total number of Shares held by holders of A Shares (Shares) 2011422606 total number of Shares held by holders of H Shares (Shares) 507422012 3. Percentage of Shares attended the meeting entitling the holders to vote on the resolutions over the total number of Shares entitling the holders to vote (%) 47.73 Of which: percentage of Shares held by holders of A Shares over the total number of Shares (%) 38.12 percentage of Shares held by holders of H Shares over the total number of Shares (%) 9.61 The AGM was chaired by Mr. Yang Jun an executive Director and the chairman of the Company. The Board comprises eight Directors and all of them attended the AGM (among which Mr. Wang Jianchao an executive Director and Ms. Zhang Yunyan an independent non-executive Director participated by means of telecommunication). The supervisory - 2 -committee (“Supervisory Committee”) of the Company comprises three supervisors and all of them attended the AGM; and the secretary to the Board also attended the AGM.Che Jihan and Zheng Jiawei being lawyers of Jingtian & Gongcheng Beijing office the PRC legal advisor to the Company attended and acted as witnesses of the AGM. In accordance with the legal opinions of Jingtian & Gongcheng Beijing office the procedures for convening the AGM and the qualification of the convener of the AGM complied with the relevant rules regulations and laws of the PRC as well as the Company’s articles of association (“Articles of Association”). The participants of the AGM had legal capacity to participate in the AGM and the voting procedures and results of the AGM were legal and effective.In accordance with the requirements of the Listing Rules KPMG Certified Public Accountants (“KPMG”) acted as the scrutineer for vote-taking at the AGM. KPMG’s duty is limited to implementing certain procedures as requested by the Company in order to confirm whether the summary of poll results prepared by the Company corresponded with the voting forms collected and provided to KPMG by the Company. The work performed by KPMG in this respect did not constitute an audit or review conducted in accordance with Hong Kong Standards on Auditing Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it give any assurance or advice on matters on legal interpretation or voting rights.All resolutions (for the purpose of resolution no.7 refer to the Amended Resolution No. 7 (as defined below)) set out in the notice of the AGM dated 23 April 2024 (“First Notice”) and the supplemental notice of the AGM dated 16 May 2024 (“Supplemental Notice” together with the First Notice collectively “Notices”) were duly passed by way of poll and without any modification. As disclosed in the Supplemental Circular the proposal for provision of full joint and several liability guarantee by the Company in respect of the issue of the Notes (as defined in the First Circular) as contained in the special resolution numbered 7 (“Original Resolution No. 7”) in the First Notice and proxy form accompanying the First Circular was withdrawn and had not been put forward for consideration and approval by the Shareholders at the AGM. The Original Resolution No. 7 was amended in the manner as set out in the Supplemental Notice and the revised proxy form accompanying the Supplemental - 3 -Circular (“Amended Resolution No. 7”) and was put forward for consideration and approval by the Shareholders at the AGM. For reasons and details of amendment to the Original Resolution No. 7 please refer to the Supplemental Circular.Details of the voting results are set out below: The number of votes cast Whether the Ordinary Resolutions (approximate %) resolution For Against Abstain waspassed To approve the report of the 2309217183 205450232 4177203 1. Board for FY2023 Yes(91.68) (8.16) (0.16) To approve the report of the 2504615121115387972690700 2. Supervisory Committee for Yes FY2023 (99.43) (0.46) (0.11) To approve the audited financial reports prepared in accordance with the PRC 2484086852320670662690700 3. Accounting Standards and the Yes International Financial (98.62) (1.27) (0.11) Reporting Standards respectively for FY2023 To approve the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as the PRC and international (financial) auditors of the Company for the financial year ending 31 December 2024 (“FY2024”) 2517082468 633450 1128700 4. Yes respectively the appointment (99.93) (0.03) (0.04) of Ernst & Young Hua Ming LLP as the internal control auditors of the Company for FY2024 and the determination of audit fees of the Company for FY2024 of RMB4.96 million To approve the Company’s 2023 profit appropriation 2517864618 129500 850500 5. proposal (including declaration Yes(99.96) (0.01) (0.03) of final dividend) - 4 -To approve the provision of guarantee by the Group in 2517121318872800850500 6. respect of the bank borrowings Yes of 48 subsidiaries and joint (99.93) (0.04) (0.03) venture companies The number of votes cast Whether (approximate %) the Special Resolutions resolution For Against Abstain was passed To approve the issue and application for registration of the issue of medium-term Notes by Anhui Conch EnvironmentGroup Co. Ltd. (“ConchEnvironment Group”) with an 25085838839410235850500 7. aggregate amount of not more Yes (99.59)(0.38)(0.03) than RMB3 billion (inclusive) and to authorize the Board and to delegate to Conch Environment Group to deal with matters in relation to the issue of the Notes To approve the amendments 2182518960 334971113 1354545 8. Yes to the Articles of Association (86.65) (13.30) (0.05) To approve the grant of a mandate to the Board to 2042461611 475532507 850500 9. Yes exercise the power to allot (81.09) (18.88) (0.03) and issue new H Shares To approve the grant of a mandate to the Board to 2516841615 1082225 920778 10. Yes exercise the power to (99.92) (0.04) (0.04) repurchase H Shares in issue By Order of the Board Anhui Conch Cement Company Limited Zhou Xiaochuan Joint Company Secretary - 5 -Wuhu City Anhui Province the PRC 30 May 2024 As at the date of this announcement the Board comprises (i) Mr. Yang Jun Mr. Wang Jianchao Mr. Li Qunfeng Mr. Zhou Xiaochuan and Mr. Wu Tiejun as executive Directors; (ii) Mr. Qu Wenzhou Ms. Ho Shuk Yee Samantha and Ms. Zhang Yunyan as independent non-executive Directors.