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. (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code : 839) RESULTS OF THE AGM AND PAYMENT OF FINAL DIVIDEND The Board is pleased to announce that the AGM was duly held on 1 June 2011 at which all the resolutions proposed were duly passed. The Board also wishes to notify the Shareholders of more details relating to the payment of the final dividend for the year ended 31 December 2010. Reference is made to the notice of the Annual General Meeting (the AGM ) of Anhui Tianda Oil Pipe Company Limited (the "Company") dated 13 April 2011 (the "Notice"). Unless otherwise indicated, capitalized terms used herein shall have the same meaning as defined in the Notice. The AGM was duly held at Zhenxing Road, Tongcheng Town, Tianchang City, Anhui Province, PRC on Wednesday, 1 June 2011. All the resolutions set out in the Notice were duly passed. Computershare Hong Kong Investor Services Limited, the Company's registrar of the H in Hong Kong, has been appointed and acted as the scrutineer for the vote-taking in respect of the AGM.
RESULTS OF THE AGM All resolutions as set out in the notice of the AGM were duly passed by way of poll vote at the AGM and the results in respect of such resolutions are as follows: Number of votes 1. the report of the directors of the Company for the year ended 31 December 2010 be H : 305,470,841 : H : : (100.00%) Total: 2. the report of the supervisors of the Company for the year ended 31 December 2010 be H : 305,470,841 H : : : (100.00%) Total: 3. the audited consolidated financial statements of the Company for the year ended 31 December 2010 be H : 305,470,841 : H : : 4. the appointment and/or the re-appointment of the Company s domestic and international auditors respectively for 2011 and authorisation of the Board to determine their remunerations be H : 293,318,841 : Total: 803,318,841 (100.00%) Total: H : : (100.00%) Total:
Number of votes 5. the Company s profit distribution plan for the year ended 31 December 2010 and the declaration and payment of a final dividend for the year ended 31 December 2010 in the amount and in the manner recommended by the Board be 6. the authorisation of the Board to determine the remunerations of the directors and the supervisors of the Company be H : 305,470,841 : H : 305,136,841 : H : : (100.00%) Total: H : 334,000 : Total: 815,136,841 (99.96%) Total: 334,000 (0.04%) 7. To consider and approve the appointment of Ms. Fu Jun as an executive director of the H : 303,711,841 : H : 1,759,000 : Total: 813,711,841 (99.78%) Total: 1,759,000 (0.22%) 8. To consider and approve the appointment of Mr. Delhon-Bugard Hervé as a non-executive director of the H : 303,711,841 : Total: 813,711,841 H : 1,759,000 : (99.78%) Total: 1,759,000 (0.22%) 9. To consider and approve the appointment of Ms. Yan Lan as an independent non-executive director of the H : 305,470,841 : H : : (100.00%) Total: 10. To consider and approve the appointment of Mr. Didier Maurice Francis HORNET as a supervisor of the second Supervisory Committee; H : 293,318,841 : Total: 803,318,841 H : 12,152,000 : (98.51%) Total: 12,152,000 (1.49%)
Number of votes 11. To consider and approve the appointment of Mr. Geng Wei Long as a supervisor of the second Supervisory Committee; H : 293,318,841 : Total: 803,318,841 H : 12,152,000 : (98.51%) Total: 12,152,000 (1.49%) Number of votes No. Special resolution For Against 12. The proposal by the Board to amend the Articles of the Company in the manner as set out in the circular of the Company dated 13 April 2011 to the Shareholders of the Company, be and is hereby approved, and the Board be and is hereby authorised to do all such things as necessary in respect of the amendments to the Articles pursuant to the requirements (if any) under domestic or overseas laws and under the rules of any stock exchange on which securities of the Company are listed. 13. To grant to the Board an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company as set out in Resolution No. 13 in the Notice of the AGM. H : 302,761,841 : Total: 812,761,841 H : 233,174,000 : Total: 743,174,000 H : 2,709,000 : (99.67%) Total: 2,709,000 H : 72,296,841 : (91.13%) Total: 72,296,841 (0.33%) (8.87%) There were 497,626,000 H (being the total number of issued H ) and (being the total number of issued ) entitling the holders to attend and vote for or against the above resolutions at the AGM. There were no shares entitling the holder to attend and vote only against any of the above resolutions proposed at the AGM. Since all resolutions 1 to 11, as ordinary resolutions, were passed by majority of the voting rights held by the Shareholders (including proxies) present at the AGM and resolutions 12 to 13, as special resolutions, were passed by more than two-thirds of the voting rights held by the Shareholders (including proxies) present at the AGM, they were duly passed at the AGM.
PAYMENT OF FINAL DIVIDEND The Board also wishes to notify the Shareholders of details of the payment of the final dividend for the year ended 31 December 2010 as follows: The Company will pay a final dividend of RMB3.1cents per share for the year ended 31 December 2010. The payment shall be made to the Shareholders whose names appeared on the register of members of the Company at close of business on Wednesday, 1 June 2011. According to Article 160 of the Articles of Association of the Company, dividends payable to holders of the shall be declared in Renminbi while dividends payable to holders of the H shall be declared in Hong Kong dollars. The following formula shall apply for the purpose of calculating the HK$ equivalent of the amount of final dividend payable per H Share: Conversion rate for final = Final dividend per Share in RMB as approved and declared dividend per Share (RMB to HK$) Average of the middle exchange rates for RMB to HK$ as announced by the People's Bank of China for the calendar week before 1 June 2011 Reference is made to the announcement of the Company dated 27 February 2009 regarding the WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX FOR NON-RESIDENT ENTERPRISE SHAREHOLDERS IN RESPECT OF 2008 FINAL DIVIDEND, the amount of final dividend payable to holders of H shares who are non-resident enterprise (including HKSCC (Nominees) Limited) will be deducted by 10% for the withholding of enterprise income tax in the PRC. The average of the middle exchange rates for RMB to HK$ as announced by the People's Bank of China for the calendar week before 1 June 2011, that is the date of the AGM at which the final dividend was duly approved, is RMB0.83405 to HK$1.00. Accordingly, the amount of final dividend payable per H Share (before withholding of enterprise income tax) is HK$0.03717. The Company has appointed ICBC (Asia) Trustee Company Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will remit to the Receiving Agent the final dividend declared for payment to holders of H. The final dividend will be paid on or about 30 June 2011, and will be despatched on the same day to the Shareholders entitled to receive such dividend by ordinary post and at their own risk. Anhui, the PRC, 1 June 2011 By order of the Board 安徽天大石油管材股份有限公司 Anhui Tianda Oil Pipe Company Limited Ye Shi Qu Chairman As at the date of this announcement, the Board comprises three executive Directors: Mr. Ye Shi Qu, Mr. Zhang Hu Ming and Ms. Fu Jun; two non-executive Directors: Mr. Delhon-Bugard Hervé and Mr. Liu Peng; and three independent non-executive Directors: Mr. Wu Chang Qi, Mr. Zhao Bin and Ms. Yan Lan.