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POLL RESULTS OF THE ANNUAL GENERAL MEETINGHELD ON 28 JUNE 2024APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

2024-06-28 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.(Incorporated in the Cayman Islands with limited liability) (Stock code: 1252) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 28 JUNE 2024 APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR This announcement is made by China Tianrui Group Cement Company Limited (the ‘‘Company’’) pursuant to Rule 13.39(5) of the Listing Rules. Reference is made to the circular of the Company dated 6 June 2024 (the ‘‘Circular’’) the notice of the Annual General Meeting dated 6 June 2024 (the ‘‘Notice’’) the supplemental circular of the Company dated 13 June 2024 (‘‘the Supplemental Circular’’) and the supplemental notice of Annual General Meeting dated 13 June 2024 (‘‘the Supplemental Notice’’) (hereinafter also referred to as ‘‘the Circulars’’ and ‘‘the Notices’’ respectively). Unless the context requires otherwise capitalised terms used in this announcement shall have the same meanings as those defined in the Circulars and the Notices.The board of Directors of the Company is pleased to announce the poll results of the Annual General Meeting of the Company held at 9 : 30 a.m. on Friday 28 June 2024 at Conference Room 3/F. Fuquan Grand Hotel Shangtang Village Lushan County Pingdingshan City Henan Province the PRC.As at the date of the Annual General Meeting the total number of issued Shares of the Company was 2938281647 Shares being the total number of Shares entitling the Shareholders to attend and vote for or against all the proposed resolutions at the Annual General Meeting. There were no Shareholders of the Company who are required to abstain from voting in favour at the Annual General Meeting as set out in Rule 13.40 of the Listing Rules nor is any Shareholder of the Company required under the Listing Rules to abstain from voting at the Annual General Meeting.All the resolutions at the Annual General Meeting were put to vote by the Shareholders by way of poll. All the resolutions were duly passed.– 1 –The Company’s branch share registrar in Hong Kong Computershare Hong Kong Investor Services Limited was appointed as the scrutineer for the vote-taking at the Annual General Meeting. All directors of the Company attended the Annual General Meeting in person or by electronic means.Number of votes (%) Total number Ordinary Resolutions For Against of votes 1 To receive and adopt the audited 2102927697 64000 2102991697 consolidated financial statements and (99.9970%) (0.0030%) the reports of the Directors and the independent auditor for the year ended 31 December 2023. The resolution was duly passed as an ordinary resolution. 2(i)(a) To re-elect Mr. Ding Jifeng as 2102991697 0 2102991697 executive Director. (100.0000%) (0.0000%) The resolution was duly passed as an ordinary resolution. 2(i)(b) To re-elect Mr. Xu Wuxue as executive 2102831697 160000 2102991697 Director. (99.9924%) (0.0076%) The resolution was duly passed as an ordinary resolution. 2(i)(c) To re-elect Mr. Kong Xiangzhong as 2102830697 161000 2102991697 independent non-executive Director (99.9923%) (0.0077%) (who has served for more than 9 years).The resolution was duly passed as an ordinary resolution. 2(ii) To authorise the board of Directors to 2102991697 0 2102991697 fix the remuneration of the Directors. (100.0000%) (0.0000%) The resolution was duly passed as an ordinary resolution. 3 To re-appoint Deloitte Touche 2102991697 0 2102991697 Tohmatsu as auditor of the Company (100.0000%) (0.0000%) and to authorise the board of Directors of the Company to fix their remuneration.The resolution was duly passed as an ordinary resolution. 4(A) To grant a general mandate to the 2102242596 749101 2102991697 Directors to allot issue and deal with (99.9644%) (0.0356%) the shares in accordance with ordinary resolution number 4(A) as set out in the Notice.The resolution was duly passed as an ordinary resolution.– 2 –Number of votes (%) Total number Ordinary Resolutions For Against of votes 4(B) To grant a general mandate to the 2102991697 0 2102991697 Directors to buy back the shares in (100.0000%) (0.0000%) accordance with ordinary resolution number 4(B) as set out in the Notice.The resolution was duly passed as an ordinary resolution. 4(C) Conditional upon passing of ordinary 2102242596 749101 2102991697 resolutions number 4(A) and 4(B) to (99.9644%) (0.0356%) extend the general mandate granted to the Directors to allot issue and deal with additional shares by the number of shares bought back in accordance with ordinary resolution number 4(B) as set out in the Notice.The resolution was duly passed as an ordinary resolution. 5 To appoint Mr. Li Wenfeng as 2102990743 0 2102990743 independent non-executive Director. (100.0000%) (0.0000%) The resolution was duly passed as an ordinary resolution.APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR As resolution No. 5 set out above was duly passed by the shareholders of the Company at the Annual General Meeting Mr. Li Wenfeng has been appointed as an independent non-executive Director with effect from the conclusion of the Annual General Meeting.Mr. Li Wenfeng has given confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers that Mr. Li Wenfeng is independent in accordance with the independence guidelines set out in the Listing Rules and will bring valuable business experience knowledge and professionalism to the Board for its efficient and effective functioning and diversity. For the biographical details of Mr. Li Wenfeng please refer to the circular of the Company dated 13 June 2024.The Board would like to take this opportunity to express its warmest welcome to Mr. Li Wenfeng in joining the Board.– 3 –This announcement is available for viewing on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.trcement.com.By order of the Board China Tianrui Group Cement Company Limited Li Xuanyu Chairman Ruzhou City Henan Province PRC 28 June 2024 As at the date of this announcement the Board consists of Chairman and executive Director Mr. Li Xuanyu; Executive Directors Ms. Li Fengluan Mr. Ding Jifeng Mr. Xu Wuxue and Mr. Li Jiangming; Non-executive Director Mr. Li Liufa; and Independent Non-executive Directors Mr. Kong Xiangzhong Mr. Wang Ping Mr. Du Xiaotang and Mr. Li Wenfeng.–4–