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Announcement on Resolutions of the First Meeting of the Seventh Board of Directo

2012-04-2420260次
Stock Codes: 600801, 900933      Stock abbreviations: Huaxin Cement, Huaxin B Share        Ref: Lin 2012-010
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the First Meeting of the Seventh Board of Directors and Convening the Second Extraordinary Shareholders General Meeting 2012
 
To the best of our knowledge, the Board of Directors of the Company and its members confirm that there is no material false or misleading statement or material omission in this announcement and shall be severally and jointly liable for the truthfulness, accuracy and completeness of its content.
 
The First Meeting of the Seventh Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on April 20, 2012 in Wuhan.  In principle, there should be nine Directors attend the Meeting, actually eight Directors attended.  Director Mr. Roland Kohler did not attend the Meeting due to the fact that he had other commitments and authorized Director Mr. Ian Thackwray to attend and exercise voting rights on his behalf.  All the Supervisors and Senior Management attended the Meeting.  The Company sent the Meeting Notification to all the Directors on April 10, 2012 by mai/fax.  The Meeting was in compliance with the provisions contained in relevant laws, rules, regulations and the Articles of Association of the Company, so it was legitimate and valid.
 
I. Through reviewing and voting, this Board Meeting adopted the following important resolutions:
 
1. Electing Mr. Xu Yongmo as Chairman of the Seventh Board of Directors (Voting results: affirmative 9, negative 0, abstention: 0);
 
2. Appointing Mr. Li Yeqing as CEO of the Company (Voting results: affirmative 9, negative 0, abstention: 0);
 
3. Appointing Mr. Ji Changhua, Mr. Wang Ximing, Mr. Peng Qingyu, Ms. Kong Lingling, Mr. Ke Youliang, Mr. Liu Xiaofeng, Mr. Ian Riley and Mr. Hu Zhenwu as Vice Presidents of the Company (Voting results: affirmative 9, negative 0, abstention: 0);
 
For resumes of the aforesaid Directors and Senior Management, please refer to the Annual Report 2011 of the Company.
 
4. Concurrently appointing Mr. Wang Ximing as Secretary to the Board of Directors of the Company (Voting results: affirmative 9, negative 0, abstention: 0);
 
Independent Directors of the Company issued independent opinions on the appointment of the aforesaid Senior Management.  They agreed that Mr. Li Yeqing, Mr. Ji Changhua, Mr. Wang Ximing, Mr. Peng Qingyu, Ms. Kong Lingling, Mr. Ke Youliang, Mr. Liu Xiaofeng, Mr. Ian Riley and Mr. Hu Zhenwu be appointed as the Senior Management of the Company.
 
5. Proposal in Respect of Setting up Special Committees to the Seventh Board of Directors (Voting results: affirmative 9, negative 0, abstention: 0);
 
The Seventh Board of Directors of the Company set up 4 Special Committees including Strategy Committee, Nomination Committee, Audit Committee and Remuneration and Assessment Committee.  The term of office of the Special Committees i