China Shanshui Cement Group Limited

Transcription

1 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. China Shanshui Cement Group Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 691) (1) APPOINTENT OF DIRECTORS and re-designation of director; AND (2) CHANGE OF COPOSITION OF BOARD COITTEES The board (the Board ) of directors (the Directors ) of China Shanshui Cement Group Limited (the Company ) announces the following changes in directors and the composition of the Board committees. APPOINTENT OF DIRECTORS AND RE-DESIGNATION OF DIRECTOR The Board is pleased to announce that r. Cai Guobin ( ) ( r. Cai ) has been appointed as a non-executive Director, Dr. Ou Chin-Der ( ) ( Dr. Ou ) has been appointed as an independent non-executive Director and s. Wu Ling-ling (also known as Doris Wu) ( s. Wu ) has been appointed as an executive Director, all with effect from 14 October The Board also announces that r. Chang Zhangli ( r. Chang ), a non-executive Director of the Company, has been re-designated as an executive Director, with effect from 14 October Dr. Ou Dr. Ou, aged 71, graduated and received his master s degree of civil engineering from National Cheng Kung University, and doctoral degree in Soil echanics at Case Western Reserve University. He went back to Taiwan in 1973, and was very active in the practice of geotechnical engineering field. He gave lectures in many university in Taiwan, and also served as the vice president of oh and Associated Inc. He has initiated the idea of publishing Sino Geotechnics magazine in Taiwan and with Dr. John C. Lee, Prof. Hung JJ to form Taiwan s Geotechnical Research Foundation. In 1990, he became the first Director General of Taiwan Area National Expressway Engineering Bureau, then he was appointed the inister of Public Construction Commission of the Executive Yuan, from 1996 to Dr. Ou took part in several key public projects, such as the Sun Yat-Sen Freeway, the No. 3 Northern Freeway and the Taipei-Ilan Expressway. Later he transited to be the Deputy ayor of Taipei City Government from 1998 to Dr. Ou gained public recognition and wide popularity for his effort during the 921 earthquake in 1999 and SARS outbreak in 2003, and has since become the leading expert of crisis management in Taiwan. 1

2 Dr. Ou was the chairman of Taipei Smart Card Corporation before joining Taiwan High Speed Rail Corporation ( THSRC ) in 2006 as the Chief Executive Officer of THSRC. Dr. Ou was subsequently appointed as CEO and Chairman in 2009 until he retired from THSRC at arch During his tenure as the Chairman and CEO of THSRC, the performance record were remarkable high. Dr. Ou now is the Chairman of the Nan Shan Life Charity Foundation since ay Due to his public image and popularity, Dr. Ou has maintained an active role in engineering sector notwithstanding his busy public duties. Dr. Ou has been elected as the President of Southeast Asian Society of Geotechnical Society , the Vice President of International Society of Rock echanics , the president of Institute of Civil and Hydraulic Engineering , the president of Chinese Institute of Engineers , the President of the China Road Federation The President of Taiwan Construction Research Institute (TCRI) Dr. Ou has edited 3 technical reference books and is the author or co-author of more than 80 published technical papers. There is no service contract entered into between Dr. Ou and the Company in respect of his appointment as a Director. Save as disclosed above, Dr. Ou has no relationship with any other Directors, senior management or substantial shareholders of the Company ( Shareholders ) or controlling Shareholders of the Company and he does not hold any directorship in other listed public companies in the last three years. Dr. Ou does not have any interest in the shares of the Company ( Shares ) or underlying Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. The appointment of Dr. Ou shall be until the next following general meeting of the Company where Dr. Ou shall be subject to re-election at that meeting, unless earlier terminated by the Company or the Director giving at least one month s notice in writing. Dr. Ou will receive an annual director s fee of RB100,000 from the Company. Save as disclosed above, there is no information which is discloseable pursuant to Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ( Listing Rules ) and there is no other matter relating to the appointment of Dr. Ou that needs to be brought to the attention of the Shareholders. r. Cai r. Cai, aged 48, is a vice president of China National Building aterial Company Limited ( CNB ). r. Cai has nearly 25 years experience in building material industry. r. Cai has been the chairman of CNB Investment Company Limited ( CNB Investment ) since August 2014, a director of Southwest Cement Company Limited ( South Cement ) since December 2011 and the vice chairman of China Fiberglass Co., Ltd. (now China Jushi Co., Ltd.) ( China Fiberglass ) since October 2009, a vice president of CNB since August 2009 and a director of South Cement since September From ay 2006 to October 2009, he served as the director and vice general manager of China Fiberglass. He has been the president of CNB Investment from April 2004 to August 2014 and a director of CNB Investment since arch From July 2005 to ay 2006, he served as a supervisor of China Fiberglass. From December 2000 to April 2004, he served as 2

3 vice president of BND Co., Limited (currently known as CNB Investment). From November 1999 to January 2001, he served as a general manager assistant of China National Building aterial & Equipment Import and Export Company Zhujiang Branch. From June 1998 to November 1999, he served as a deputy manager in the planning and financial department of China National Building aterial & Equipment Import and Export Company Zhujiang Branch. r. Cai is an accountant who received a bachelor s degree in economics (normal major) from Shanghai University of Finance and Economics in July 1990 and an EBA degree from Tsinghua University in January He was honoured as Outstanding Party ember of Shenzhen, Outstanding Entrepreneur of Building aterials Industry ( ), the first prize of National Corporate anagement odernization and Innovation Achievements ( ) and listed in Elites Register of Building aterials Industry in 2008 ( ). There is no service contract entered into between r. Cai and the Company in respect of his appointment as a Director. Save as disclosed above, r. Cai has no relationship with any other Directors, senior management or substantial Shareholders or controlling Shareholders of the Company and he does not hold any directorship in other listed public companies in the last three years. r. Cai does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. The appointment of r. Cai shall be until the next following general meeting of the Company where r. Cai shall be subject to re-election at that meeting, unless earlier terminated by the Company or the Director giving at least one month s notice in writing. r. Cai will not receive any director s fee from the Company. Save as disclosed above, there is no information which is discloseable pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules, and there is no other matter relating to the appointment of r. Cai that needs to be brought to the attention of the Shareholders. s. Wu s. Wu, aged 49, has served as the chief financial officer of Asia Cement Corporation, a company whose shares are listed on the Taiwan Stock Exchange and an affiliate of Far Eastern Group of Taiwan ( FEG ), since s. Wu serves as a director and supervisor for more than 30 companies including being a member of the board of directors of Oriental Union Chemical Corporation, a company listed on the Taiwan Stock Exchange, and the supervisor of Chia Hui Power Corporation, a subsidiary of Asia Cement Corporation. s. Wu has also held the position of chief of staff of Asia Cement (China) Holdings Corporation since September s. Wu has more than 30 years of experience in working with international public accounting, manufacturing, telecommunications and internet service provider firms and she has extensive experience in the cement industry in the People s Republic of China as well as abroad. From July 2004 to July 2007, s. Wu served as the chief audit executive and corporate controller of Far EasTone Telecommunications Co., Ltd., a listed affiliate of FEG. s. Wu is qualified as a certified public accountant registered in the United States of America and Taiwan. She received a aster of Business Administration degree, major in accounting, from the California State University, Los Angeles in 1993 and a aster of Business Administration degree from National Chengchi University in Taipei, Taiwan in

4 There is no service contract entered into between s. Wu and the Company in respect of her appointment as a Director. Save as disclosed above, s. Wu has no relationship with any other Directors, senior management or substantial Shareholders or controlling Shareholders of the Company and she does not hold any directorship in other listed public companies in the last three years. s. Wu does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. The appointment of s. Wu shall be until the next following general meeting of the Company where s. Wu shall be subject to re-election at that meeting, unless earlier terminated by the Company or the Director giving at least one month s notice in writing. s. Wu will not receive any director s fee from the Company. Save as disclosed above, there is no information which is discloseable pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules, and there is no other matter relating to the appointment of s. Wu that needs to be brought to the attention of the Shareholders. r. Chang r. Chang, aged 44, is currently the vice president, secretary to the board and executive director of CNB. r. Chang has over 15 years experience in handling listing-related matters, with participation in all major matters relating to the global offering of the shares of CNB and listing of shares of CNB on the Stock Exchange. r. Chang has been a director of China Triumph International Engineering Company Limited since October 2012, a director of China United Cement Corporation and China Composites Group Corporation Ltd. and the vice chairman of the board of Southwest Cement since December 2011, an executive director of CNB since November 2011, a director of North Cement Company Limited since arch 2009, a director of BNB since July 2008, a director of South Cement Company Limited since September 2007, the vice president of CNB since August 2006, a director of China Fiberglass Company Limited since July 2005, the secretary to the board of CNB since arch 2005 and a director of CNB Investment Company Limited since December From June 2000 to arch 2005, r. Chang served in a number of key positions in BNB, including the secretary to the board and the deputy general manager. r. Chang is an engineer who received a bachelor s degree in engineering from Wuhan Poly-technic University (now Wuhan University of Technology) in July 1994 and received a BA degree from Tsinghua University in July Currently, r. Chang serves as the deputy president of the Listed Companies Association of Beijing. r. Chang was awarded the first prize of National Corporate anagement odernization and Innovation Achievements ( ). Save as disclosed above, r. Chang did not have any other directorships in any listed companies during the last three years immediately prior to the date of this announcement. Save as disclosed above, r. Chang has no relationship with any other Directors, senior management or substantial Shareholders or controlling Shareholders of the Company. r. Chang does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the SFO. The appointment of r. Chang is for a term of one year commencing from 22 ay 2015, and shall continue thereafter subject to a maximum of three years unless terminated by the Company or the Director giving at least one month s notice in writing. r. Chang will not receive any director s fee from the Company. 4

5 Save as disclosed above, there is no information which is discloseable pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter relating to the appointment of r. Chang that needs to be brought to the attention of the Shareholders. CHANGES IN COPOSITION OF BOARD COITTEES The Board further announces that, with effect from 14 October 2015: (1) Dr. Ou, an independent non-executive Director, shall be appointed as a member of the audit committee of the Company (the Audit ), a member of the nomination committee of the Company and a member the remuneration committee of the Company. (2) r. Chang, an executive Director, shall be appointed as a member of the executive committee of the Company. (3) s. Wu, an executive Director, shall be appointed as a member of the remuneration committee of the Company and the executive committee of the Company. (4) r. Shen Bing, an independent non-executive director of the Company, shall be appointed as acting chairman of the Audit. The table below sets out sets out the membership information of these committees on which each Board member serves. Director Board Audit Nomination Remuneration Executive ZHANG Bin C C CHANG Zhangli LEE Kuan-chun (also known as Champion Lee) CAI Guobin WU Ling-ling (also known as Doris Wu) OU Chin-Der ZENG Xuemin SHEN Bing C C Notes: C Chairman of the relevant Board committees ember of the relevant Board committees 5

6 Upon the appointments of Dr. Ou as an independent non-executive Director and member of the Audit, the minimum number of independent non-executive Directors and members of the Audit as required under Rule 3.10(1) and Rule 3.21 of the Listing Rules have been fulfilled by the Company. The Board would like to take this opportunity to express its warmest welcome to Dr. Ou, r. Cai and s. Wu in joining the Board. Hong Kong, 14 October 2015 By Order of the Board China Shanshui Cement Group Limited ZHANG Bin Chairman As at the date hereof, the board of directors of the Company comprises 3 executive directors, namely ZHANG Bin (Chairman and General anager), CHANG Zhangli and WU Ling-ling (also known as Doris WU); 2 non-executive directors, namely CAI Guobin and LEE Kuan-chun (also known as Champion Lee) (WU Ling-ling (also known as Doris WU) as his alternate); and 3 independent non-executive directors, namely, OU Chin-Der, ZENG Xuemin and SHEN Bing. 6