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Resignation of Deputy Chairman cum Executive Director and Nomination ofCandidate for Executive Director

2024-07-12 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) Resignation of DeputyChairmancumExecutiveDirectorandNomination of Candidate for Executive Director This announcement is made pursuant to Rule 13.51(2) of the Listing Rules.The Board announces that with effect from 12 July 2024 Mr. Wang Jianchao resigned as the Deputy Chairman cum an executive Director. Upon the recommendation of the Remuneration and Nomination Committee the Board nominated Mr. Zhu Shengli as a candidate for executive Director and will submit the proposal to the Shareholders for consideration and approval at an extraordinary general meeting of the Company to be convened.This announcement is made pursuant to Rule 13.51(2) 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 (“PRC”) Anhui Conch Cement Company Limited (“Company” together with its subsidiaries as the “Group”) will publish an announcement in the designated newspapers circulating in the PRC on 13 July 2024 regarding the resignation of the deputy chairman (“Deputy Chairman”) cum an executive director (“Director”) of the Company and nomination of candidate for executive Director.Resignation of the Deputy Chairman cum an executive Director Due to his reaching of the statutory retirement age Mr. Wang Jianchao (“Mr. Wang”) tendered a written resignation report to the board (“Board”) of Directors of the Company on 12 July 2024 applying for resignation from his positions as the Deputy Chairman cum an executive Director. According to the relevant requirements of the Company Law (“Company Law”) of the PRC Mr. Wang’s resignation became effective from the date of 1delivery of his resignation report to the Board i.e. 12 July 2024. Upon his resignation Mr. Wang will no longer hold any positions nor take up any role in the Group.Reference is made to the announcement of the Company dated 19 June 2024 in relation to (among others) the resignation of Mr. Zhou Xiaochuan (“Mr. Zhou”) as an executive Director and other positions with effect from 19 June 2024. According to Article 98 of the articles of association (“Articles of Association”) of the Company the Board shall consist of eight Directors comprising one chairman and one vice chairman. Upon the resignation of Mr. Wang as the Deputy Chairman cum an executive Director the number of Board members is six with no vice chairman being elected and appointed accordingly following the resignation of Mr. Wang (and Mr. Zhou’s resignation) the Company fails to comply with the aforesaid provisions set out in Article 98. However the above resignations have not resulted in the number of the Board members falling below the statutory quorum in accordance with the Company Law and will not affect the operation of the Board in compliance with the applicable rules and regulations.The Company will appoint a new Director and elect the Deputy Chairman in accordance with the relevant procedures as prescribed by the relevant laws and regulations of the PRC and the Articles of Association.Mr. Wang and the Board have confirmed that Mr. Wang has no disagreement with the Board and that Mr. Wang and the Board are not aware of other matters in connection with Mr. Wang’s resignation that need to be brought to the attention of the shareholders of the Company (“Shareholders”) and the Stock Exchange.The Board would like to extend its sincere gratitude to Mr. Wang for his contribution to the Group during his tenure with the Company.Resolution passed by the Board regarding the nomination of candidate for executive Director On 12 July 2024 the Board held a meeting (“Meeting”) by means of telecommunication.The Board comprised 6 Directors and all of them attended the Meeting. The Meeting was chaired by Mr. Yang Jun the chairman of the Company. The convention of the Meeting was in compliance with the requirements of the Company Law and the Articles of Association. The proceedings of the Meeting and the resolution passed thereat are legal and valid. The resolution regarding the nomination of Mr. Zhu Shengli as a candidate for executive Director of the ninth session of the Board of the Company was considered and approved at the Meeting with the voting results of total valid voting count of 6 votes; 6 votes cast in favour of the resolution no vote cast against the resolution and no Director abstained from voting. 2In light of Mr. Wang’s resignation as an executive Director upon the recommendation ofthe remuneration and nomination committee of the Board (“Remuneration andNomination Committee”) the Board nominated Mr. Zhu Shengli (“Mr. Zhu”) as a candidate for executive Director of the ninth session of the Board and will submit the above resolution to the Shareholders for consideration and approval at an extraordinary general meeting of the Company to be convened. If so approved the term of office of Mr.Zhu as an executive Director will become effective from the date of approval by the Shareholders at the extraordinary general meeting of the Company until the expiry of the term of the ninth session of the Board (which is expected to be on 30 May 2025).In accordance with the relevant provisions of the Articles of Association Mr. Zhu is entitled to be re-elected and re-appointed at subsequent annual general meetings of the Company to serve consecutive terms (please refer to the appendix to this announcement for the biographical details of Mr. Zhu).A circular containing details (among others) of the proposed appointment of Mr. Zhu as an executive Director to be considered and approved by Shareholders at the extraordinary general meeting of the Company together with a notice convening the said general meeting will be published by the Company (and despatched to the Shareholders as the case may be) in due course.By Order of the Board Anhui Conch Cement Company Limited Yu Shui Joint Company Secretary Wuhu City Anhui Province the PRC 12 July 2024 As at the date of this announcement the Board comprises (i) Mr. Yang Jun Mr. Li Qunfeng 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. 3Appendix: Mr. Zhu Shengli (朱胜利先生) born in August 1972 obtained postgraduate education from the Party School of Anhui Provincial Committee of C.P.C (中共安徽省委党校). Mr.Zhu joined Anhui Conch Holdings Company Limited (“Conch Holdings”) a controlling shareholder of the Company in April 2024 and is currently the deputy secretary of the party committee (党委副书记) a director (董事) and a general manager (总经理) of Conch Holdings. Mr. Zhu started his career in July 1994 and has held various positions including: deputy director (副主任 ) and director (主任 ) of the Hefei Development and Reform Commission (合肥市发展和改革委员会 ); deputy director (副主任 ) of the Management Committee of Hefei Xinzhan Comprehensive Development Trial Zone (合肥 市新站综合开发试验区管委会); head (局长) of the Hefei Trade Promotion Bureau (合 肥市招商局); head (局长) of the Hefei Investment Promotion Bureau (合肥市投资促进 局); deputy secretary-general (副秘书长) of the Hefei Municipal Government (合肥市政 府); deputy mayor (副市长) of Hefei; and deputy director (副主任) of the State-owned Assets Supervision and Administration Commission of Anhui Province (安徽省人民政府 国有资产监督管理委员会 ). Mr. Zhu is familiar with economic and investment development work and has relatively strong organisational and leadership capabilities.As at the date of this announcement save as disclosed above Mr. Zhu did not: (1) hold any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this announcement; (2) hold any other position in the Group or had other major appointments and professional qualifications; (3) have any relationships with any directors supervisors senior management substantial shareholders or controlling shareholders of the Company or its subsidiaries; and (4) hold any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The Company shall sign a written appointment letter with Mr. Zhu confirming his appointment as an executive Director if the appointment is so approved by Shareholders.Mr. Zhu will not receive any remuneration from the Company during his term of office as an executive Director nor will he request the Company to pay him remuneration.Save as disclosed above there are no other matters that need to be brought to the attention of the Shareholders pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules nor is there other information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules in relation to the proposed appointment of Mr. Zhu as an executive Director. 4