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) CHANGE OF DIRECTORS Reference is made to the announcement of China Shanshui Cement Group Limited (the Company ) (the Company together with its subsidiaries, the Group ) dated on 1 December 2015 in relation to the poll results of the extraordinary general meeting of the Company held on 1 December 2015 (the EGM and the Announcement ). Since Mr. Zhang Bin, Mr. Chang Zhangli, Ms. Wu Ling-ling (also known as Doris Wu), Mr. Cai Guobin, Mr. Lee Kuan-chun (also known as Champion Lee), Dr. Ou Chin-Der, Ms. Zeng Xuemin and Mr. Shen Bing (collectively, the Removed Directors ) have been removed and have not been appointed as directors of the Company in the EGM, the Removed Directors ceased to be directors of the Company with effect from 1 December 2015 from the time when the respective resolutions regarding removal of each of them as directors of the Company were passed. Mr. Li Liufa ( Mr. L.F. Li ) and Mr. Li Heping ( Mr. H.P. Li ) have been appointed as executive directors of the Company, Mr. Liu Yiu Keung, Stephen ( Mr. Liu ) and Mr. Hwa Guo Wai, Godwin ( Mr. Hwa ) have been appointed as non-executive directors of the Company, Mr. Chong Cha Hwa ( Mr. Chong ) has been appointed as a director of the Company, Mr. Ng Qing Hai ( Mr. Ng ) has been appointed as non-executive director of the Company, and Ms. Ho Man Kay, Angela ( Ms. Ho ), Mr. Cheung Yuk Ming ( Mr. Cheung ) and Mr. Law Pui Cheung ( Mr. Law ) have been appointed as independent non-executive directors of the Company, with effect from 1 December 2015 from the time when the respective resolutions regarding appointment of each of them as executive/ non-executive/independent non-executive directors of the Company were passed (collectively, the Appointed Directors ). The board of directors of the Company (the Board ) has announced in the Announcement that Mr. Liu, Mr. Hwa and Mr. Chong have been re-designated as executive directors of the Company with immediate effect from 1 December

2 BIOGRAPHICAL DETAILS OF THE APPOINTED DIRECTORS The biographical details of each of the Appointed Directors are set out as follows: Mr. L.F. Li Mr. L.F. Li, aged 58, obtained his executive MBA degree from Guanghua School of Management of Peking University. Mr. L.F. Li was the representative of the Tenth, Eleventh and Twelfth National People s Congress. He is the chairman of the board of Tianrui Group Company Limited and is a non-executive director and the chairman of the Board of the China Tianrui Group Cement Company Limited. Mr. L.F. Li is also directors of both CSCG(HK) and Pioneer Cement with effect from 1 December Save for Mr. L.F. Li s interest in the Company as disclosed in the Disclosure of Interest Notices pursuant to Part XV of the Securities and Futures Ordinance and as disclosed above, there is no information which is discloseable pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ). Mr. H.P. Li Mr. H.P. Li, aged 59, is a Chief Executive Officer of the China Tianrui Group Cement Company Limited. Mr. H.P. Li had been the chief accountant of Luoyang Mining Machinery Factory, the deputy head of the Commission for Restructuring the Economic System of Henan Province, the general manager of Zhongxin Heavy Machinery Company, a non-executive director and the chairman of Board of Sanmenxia Tianyuan Aluminum and a director and senior management member of Tianrui Group Company Limited. Mr. H.P. Li is also a director of CSCG(HK) and a director of Pioneer Cement, with effect from 1 December Mr. H.P. Li graduated from Henan University of Science & Technology (formerly known as Luoyang Institute of Agricultural Machinery) with a bachelor s degree in mechanic engineering in 1982 and Tsinghua University with a master s degree in engineering in He also got a PhD degree from Huazhong University of Science and Technology. Mr. H.P. Li also holds qualifications of Senior Engineer and Senior Accountant. Mr. Liu Mr. Liu, aged 55, has been working with Ernst & Young for over 30 years since Mr. Liu was admitted as an associate member of the Institute of Chartered Secretaries and Administrators in 1987 and as an associate member of The Hong Kong Institute of Chartered Secretaries in Currently, Mr. Liu is the chairman and executive director of Birmingham International Holdings Limited (stock 2

3 code: 2309), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited ( Stock Exchange ). Mr. Liu is a director of China Shanshui Investment Company Limited, a substantial shareholder of the Group. He is also directors of both CSCG(HK) and Pioneer Cement with effect from 1 December 2015 until present. Mr. Chong Mr. Chong, aged 49, is a fellow member of the Association of Chartered Certified Accountants and a member of the Malaysian Institute of Accountants. Mr. Chong received his bachelor s degree of management with honours from the University of Science, Malaysia. Mr. Chong has gained more than 24 years of experience in the accounting and finance area servicing private and publicly listed companies in Hong Kong and the Southern Asia region. Currently, Mr. Chong is an independent nonexecutive director of China Mining Resources Group Limited (stock code: 340), a company listed on the Main Board of the Stock Exchange. Mr. Chong is a director of China Shanshui Investment Company Limited, a substantial shareholder of the Group. Mr. Chong is also a director of CSCG(HK) and a director of Pioneer Cement, with effect from 1 December During 2 January 2014 to 14 November 2014, Mr. Chong was an executive director of Sing Pao Media Enterprises Limited (stock code: 8010), a company listed on the Growth Enterprise Market of the Stock Exchange and also held the position as the chairman and chief executive officer of Sing Pao Media Enterprises Limited during the period from 7 April 2014 to 28 October During 26 February 2014 to 30 October 2014, Mr. Chong was an executive Director of Ding He Mining Holdings Limited (stock code: 705), a company listed on the Main Board of the Stock Exchange. Between 10 May 2012 and 27 October 2014, Mr. Chong was an independent non-executive director of Boshiwa International Holding Limited (stock code: 1698), a company listed on the Main Board of the Stock Exchange. Mr. Chong was an executive director of RCG Holdings Limited (stock code: 802; AIM stock code: RCG), a company listed on the Main Board of the Stock Exchange during the period from 1 July 2012 to 13 November Mr. Chong had also been an independent non-executive director of both Rui Kang Pharmaceutical Group Investments Limited (formerly Known as Longlife Group Holdings Limited) (stock code: 8037), a company listed on the Growth Enterprise Market of the Stock Exchange during the period from 3 December 2007 to 28 February 2013 and CGN Mining Company Limited (stock code: 1164, formerly known as Vital Group Holdings Limited), a company listed on the Main Board of the Stock Exchange during the period from 19 October 2006 to 18 August

4 Mr. Hwa Mr. Hwa, aged 54, holds a Master Degree of Business Administration from McGill University, Montreal, Canada and Master Degree of Engineering from Cornell University, Ithaca, New York, USA. Mr. Hwa gained more than 25 years of experience in the corporate finance sector, servicing private and publicly listed companies in Hong Kong and the Southern Asia region. Currently, Mr. Hwa is a senior advisor to a company which provides advisory services for opportunities in Myanmar. Mr. Hwa is a director of China Shanshui Investment Company Limited, a substantial shareholder of the Group. Mr. Hwa is also directors of CSCG(HK) and Pioneer Cement with effect from 1 December 2015 until present. Between 7 April 2014 and 13 February 2015, Mr. Hwa was an executive director of Sing Pao Media Enterprises Limited (stock code: 8010), a company listed on the Growth Enterprise Market of the Stock Exchange. Prior to that, Mr. Hwa held senior management positions in various listed companies in Hong Kong, and the U.S. In addition, Mr. Hwa devotes a fair amount of his time involving in various non-profit organizations in Hong Kong. Currently, he is the chairman of the board of an independent international school. Mr. Ng Mr. Ng, aged 58, completed a three-year course in finance and accounting in building materials industry in the faculty of enterprises management at Shanghai Institute of Building Materials Industry in Mr. Ng is a non-practising member of The Chinese Institute of Certified Public Accountants. Mr. Ng was the 6th vice chairman of Shanghai Cement Industrial Association of the PRC, and was a fellow member of the Asian Knowledge Management Association from November 2005 to November Mr. Ng was appointed as a member of 11th Shandong Provincial Committee of the Chinese People s Political Consultative Conference in January Mr. Ng is currently an executive director of Allied Cement Holdings Limited (stock code: 1312), a listed company on the Main Board of the Stock Exchange. Mr. Ng was the chief executive officer (from 15 May 2001 to 20 April 2010), the president (from 15 May 2001 to 24 June 2014) and an executive director (from 15 May 2001 to 24 June 2014) of ChinaVision Media Group Limited (now known as Alibaba Pictures Group Limited) (stock code: 1060), the issued shares of which are listed on the Main Board of the Stock Exchange. Mr. Ng was a non-executive director of Tian An China Investments Company Limited (stock code: 28), the issued shares of which are listed on the Main Board of the Stock Exchange, from 18 January 2012 to 18 January Mr. Ng was appointed as a director of Grand Ocean Retail Group Limited (security code: 5907), the issued shares of which are listed on the Taiwan Stock Exchange, on 27 June

5 Ms. Ho Ms. Ho, age 53, is a founding partner of Angela Ho & Associates. Prior to founding Angela Ho & Associates, she was a partner of Messrs. P. C. Woo & Co. Solicitors & Notaries. She has been a solicitor practicing in Hong Kong since 1989, specializing in corporate commercial law and is also admitted as a solicitor in England, the Australian Capital Territory, Queensland, New South Wales, Victoria of Australia and Singapore. Ms. Ho acted as an independent non-executive director of TC Orient Lighting Holdings Limited (formerly known as TC Interconnect Holdings Limited) from June 2006 to February Ms. Ho was the president of the Hong Kong Federation of Women Lawyers from 2002 to Ms. Ho has been appointed as an independent non-executive director of Jiashili Group Limited, the chairman of its remuneration committee, and a member of each of its nomination committee and audit committee from August 2014 up to present. Mr. Cheung Mr. Cheung, aged 62, joined China Energy Engineering Group Co., Ltd. in May 2015 as an independent non-executive Director. Mr. Cheung is also an independent non-executive director of TravelSky Technology Limited and Birmingham International Holdings Limited. Mr. Cheung s prior principal work experience include acting as an audit assistant and senior accountant at Pricewaterhouse from December 1979 to February 1984, a partner of Lau, Cheung, Fung & Chan Certified Public Accountants since October 1985, a director of Lawrence CPA Limited from January 2005 to March 2015, an independent non-executive director of Metallurgical Corporation of China Limited (stock code: 1618), a company listed on the Main Board of the Stock Exchange, from June 2009 to September 2014 and an independent non-executive director of EPI Holdings Limited (stock code: 689), a company listed on the Main Board of the Stock Exchange, from June 2011 to July Mr. Cheung is a member of the Hong Kong Institute of Certified Public Accountants. Mr. Cheung has worked in the fields of construction management and manufacturing management before He has studied at the Construction Management Association of America and the Institute of Construction Claims Practitioners and is a member of both organizations. Mr. Cheung has completed the Pace University s New York Bar Preparatory Course and the professional course of the Chartered Institute of Arbitrators. He is a member of the Chartered Institute and the Society of Construction Law in Hong Kong. 5

6 Mr. Law Mr. Law, aged 59, was admitted as a fellow member of the Hong Kong Institute of Certified Public Accountants (the HKICPA ) in 1993, a fellow member of The Chartered Association of Certified Accountants in 1990, a fellow member of the Hong Kong Institute of Directors in 2011, an associate member of the Institute of Chartered Accountants in England & Wales (the ICAEW ) in 2005 and subsequently as a fellow member of the ICAEW in March 2015, a member of Macau Society of Certified Practising Accountants in 1995 and a fellow member of the Hong Kong Securities and Investment Institute in Mr. Law is currently a holder of practicing certificate issued by the HKICPA. Mr. Law had been a senior audit executive in Ernst and Whinney (the predecessor firm of EY, Hong Kong) specialising in listed companies and financial services audit and restructuring services. Currently, Mr. Law is a partner of Li, Tang, Chen & Co., a fully-fledged and well established practicing certified public accountants firm which has been operated for over 50 years in Hong Kong. Mr. Law has been appointed as an independent non-executive director of Birbingham International Holdings Limited, the chairman of its remuneration committee, and a member of each of its audit committee and nomination committee since March Mr. Law is presently a member of the disciplinary panel of the HKICPA. The Boards would like to extend their warm welcome to Mr. L.F. Li, Mr. H.P. Li, Mr. Liu, Mr. Hwa, Mr. Chong, Mr. Ng, Ms. Ho, Mr. Cheung, Mr. Law in joining the Group. For and on behalf of China Shanshui Cement Group Limited LI Liufa Chairman Hong Kong, 14 December 2015 As at the date hereof, the board of directors of the Company comprises 5 executive directors namely LI Liufa, LI Heping, LIU Yiu Keung, Stephen, HWA Guo Wai, Godwin and CHONG Cha Hwa; and 1 non-executive director, namely NG Qing Hai; and 3 independent non-executive directors, namely HO Man Kay Angela, CHEUNG Yuk Ming and LAW Pui Cheung. 6