BEIJING JINGCHENG MACHINERY ELECTRIC COMPANY LIMITED 
By 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 on the whole or any part of the contents of this announcement.
(Stock Code: 0187) ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE SECOND EXTRAORDINARY MEETING OF THE SEVENTH BOARD OF DIRECTORS AND RESIGNATION OF DIRECTOR The Board of Directors of the Company and all members of the Board of Directors warrant that this announcement does not contain any false information, misleading statement or material omission, and severally and jointly accept full responsibility for the truthfulness, accuracy and completeness of the contents herein contained.
Pursuant to the notice of meeting dated 10 January 2012, the
second extraordinary meeting of the seventh Board of
Directors (the "Board") of Beiren Printing Machinery Holdings
Limited (the "Company") was held at Conference Room No. 6203
of the Company at 2/F, No. 6 Rong Chang Dong Street, Beijing
Economic and Technological Development Zone, Beijing, the PRC
on 12 January 2012. 8 directors were eligible to attend the
meeting and 7 of them attended the meeting in person.
Independent non-executive director Mr. Xu Wencai was absent
from the meeting due to business engagement, and had
appointed independent non-executive director Ms. Wang Hui to
attend the meeting and vote on his behalf. The supervisors
and senior management of the Company also attended the
meeting. The convening of the meeting was in compliance with
the requirements of all applicable laws and the Articles of
Association of the Company.
Mr. Zhang Peiwu, a Director, was elected by over half of the
Directors to be the convener and chairman of the meeting, at
which the following resolutions were each considered and
approved by the directors who attended the meeting:
1. The resolution for the election of the Chairman of the
seventh Board of the Company was considered and approved
Due to job changes, Mr. Zhao Guorong tendered his resignation
to the Board of the Company, resigning from the positions of
Executive Director and Chairman of the Board of the Company,
resigning from the positions of convener of the Strategic
Committee of the Board and member of the
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Remuneration and Monitoring Committee, and resigning from the
position of Hong Kong authorized representative. The Board of
the Company fully respects the decision of Mr. Zhao Guorong
and accepts his application for resignation effective from 12
January 2012. Other Directors of the Board of the Company
continue to discharge their rights and duties.
Mr. Zhao Guorong has confirmed that there were no other
matters relating to his resignation that need to be brought
to the attention of all the shareholders of the Company. The
Board of the Company and Mr. Zhao Guorong have confirmed that
they were not aware of any personal obligations that Mr. Zhao
Guorong shall be responsible to the Company and its
subsidiaries or the effects on such obligations as a result
of the resignation. The Board and Mr. Zhao Guorong have also
confirmed that there was no disagreement between Mr. Zhao
Guorong and the Company which would have caused the
resignation of Mr. Zhao Guorong.
The Board of the Company hereby extends its appreciation to
Mr. Zhao Guorong's contribution to the Company and the Board
during his terms of office.
The Board elects Director Mr. Zhang Peiwu as the Chairman of
the Board of the Company.
The number of valid votes for the resolution was 8, with 8
for votes, 0 against vote, and 0 abstaining vote.
2. The resolution for the election of Mr. Zhang Peiwu as the
convener of the Strategic Committee of the Board of the
Company was considered and approved.
The number of valid votes for the resolution was 8, with 8
for votes, 0 against vote, and 0 abstaining vote.
3. The resolution for the election of Mr. Zhang Peiwu as a
member of the Remuneration and
Monitoring Committee of the Board of the Company was
considered and approved.
The number of valid votes for the resolution was 8, with 8
for votes, 0 against vote, and 0 abstaining vote.
4. The resolution for the change of Hong Kong authorized
representative of the Company was considered and
approved.
As Mr. Zhao Guorong resigned from the position of Hong Kong
authorized representative, the Board has appointed Mr. Zhang
Peiwu as the authorized representative of the Company in Hong
Kong together with the existing authorized representative Ms.
Jiao Ruifang.
The number of valid votes for the resolution was 8, with 8
for votes, 0 against vote, and 0 abstaining vote.
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5. The resolution for the adjustment of the Company's
organizational structure was considered and approved.
The number of valid votes for the resolution was 8, with 8
for votes, 0 against vote, and 0 abstaining vote.
The Board of Directors
Beijing, the PRC
12 January 2012
As at the date of this announcement, the Board of the Company comprises Mr. Zhang Peiwu as executive director, Mr. Teng Mingzhi, Mr. Li Shenggao and Ms. Wei Li as non-executive directors and Mr. Xu Wencai, Ms. Wang Hui, Mr. Xie Bingguang and Mr. Wang Deyu as independent non-executive directors.
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| Documents associés | |
| ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE SECOND EXTRAORDINARY MEETING OF THE SEVENTH BOARD OF DIRECTORS AND RESIGNATION OF DIRECTOR |
