Anhui Conch Cement : Announcement Regarding the Resolutions Passed at the Board Meeting and the Prop...

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安徽海螺水泥股份有限公司

(a joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00914)

This announcement is made pursuant to Rule 13.09(2) and Rule 13.51(1) of the
Listing Rules.
In accordance with the applicable laws and regulations of the PRC, the Company will publish the PRC Announcement in the designated newspaper circulating in the PRC on 25 March 2014 regarding resolutions passed by the Board.

This announcement is made pursuant to Rule 13.09(2) and Rule 13.51(1) of The Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
In accordance with the applicable laws and regulations of the People's Republic of China ("the PRC"), Anhui Conch Cement Company Limited ("Company") will publish an announcement ("PRC Announcement") in the designated newspaper circulating in the PRC on 25 March 2014 regarding resolutions passed by the board ("Board") of directors ("Directors") of the Company.

The meeting ("Meeting") of the Board was held in the conference room of the Company on 24 March 2014. The Board comprised 7 Directors, and all of them were present at the Meeting. Supervisors and some senior management members of the Company also attended the Meeting. The convention of the Meeting was in compliance with the requirements of the Companies Law of the PRC and the articles of association of the Company ("Articles of Association"). The resolutions passed at the Meeting are valid. The voting results of each of the resolutions considered in the Meeting are as follows: the total valid voting strength was 7, and all 7 votes were cast in favour of the resolution, representing 100% of the number of valid votes. No vote was cast against

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any of the resolutions and no Director had abstained from voting. The following resolutions were passed at the Meeting:
1. The general manager's report of the Company for the year 2013 and the business plan and target for the year 2014 were considered and approved.
2. The Company's financial reports for the year 2013 prepared in accordance with the International Financial Reporting Standards and the PRC Accounting Standards respectively were considered and approved, and the submission of the financial reports to the shareholders for consideration and approval at the Company's annual general meeting for the year 2013 ("AGM") was recommended.
3. The Company's annual report for the year 2013 (including the report of the Board) and its summary and the results announcement were considered and approved, and the submission of the report of the Board to the shareholders for consideration and approval at the AGM was endorsed.
4. The assessment report of the Company's internal control for the year 2013 was considered and approved.
5. The Company's social responsibility report for the year 2013 was considered and approved.
6. The Company's profit appropriation proposal for the year 2013 was considered and endorsed, and the submission of such proposal to the shareholders for consideration and approval at the AGM was recommended (see note).
7. The recommendation to the shareholders at the AGM to reappoint KPMG Huazhen Certified Public Accountants (Special General Partnership) and KPMG Certified Public Accountants as the PRC auditors and international (financial) auditors of the Company respectively, to reappoint KPMG Huazhen Certified Public Accountants (Special General Partnership) as the internal control auditors of the Company, and to authorise the Board to determine the remuneration of the auditors based on the amount of auditing work as required by the Company's business and scale of operation were considered and approved.
8. The resolution regarding the provision of guarantee by the Company in respect of the bank borrowings of 21 wholly-owned and majority-owned subsidiaries was considered and approved.
9. The resolution regarding the nomination of Mr Wang Jianchao as the candidate of an executive Director of the Company was considered and approved.
According to the recommendation of the Board's remuneration and nomination

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committee, the Board nominated Mr Wang Jianchao as the candidate of executive Director. The term of office will become effective from the date of approval by the shareholders at the AGM until the date of expiry of the term of office of the sixth session of the Board. According to the relevant provisions of the Articles of Association, Mr Wang could be re-elected at an annual general meeting of the Company. The Board will submit the above-mentioned resolution to the shareholders for consideration and approval at the AGM. (For the biography of Mr Wang Jianchao, please refer to the appendix to this announcement)
10. The Board endorsed the resignation of Mr Xu Gengyou as an assistant to the general manager of the Company due to other work commitments.
11. The resolution regarding the amendments of the relevant articles of the Company's Articles of Association, and the submission of such amendments to the shareholders for consideration and approval at the AGM as special resolutions were considered and approved.

The existing article to be deleted is:
Article 98 The Company shall establish a board of directors, which shall consist of 8 directors, comprising 1 chairman, 5 executive directors (including the chairman) and 3 independent non-executive directors.
The new article after the amendment is:
Article 98 The Company shall establish a board of directors, which shall consist of 8 directors, comprising 1 chairman; the 8 directors shall include executive directors and non-executive directors (including independent non-executive directors).

The existing article to be deleted is:
Article 100 (3) The chairman and vice chairman shall be elected and may be dismissed by more than one half of the directors. The term of office of each of the chairman and vice chairman shall be 3 years and may upon the expiry of their term of office be re-elected to serve a consecutive term.
The new article after the amendment is:
Article 100 (3) The chairman and vice chairman shall be elected and may be dismissed by more than one half of the directors. The term of office of each of the

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chairman and vice chairman shall be 3 years and may upon the expiry of their term of office be re-elected to serve a consecutive term. Redesignation of executive directors and non-executive directors (excluding independent non-executive directors) shall be considered, reviewed and approved by the board of directors.
12. The resolution regarding changes in the Company's accounting policy was considered and approved.
13. The resolution regarding the submission to the shareholders at the AGM for granting a general mandate to the Board to exercise all the powers of the Company to allot and issue new ordinary shares was considered and approved.
14. The notice of the AGM was considered and approved.

According to the financial data prepared in accordance with the PRC Accounting Standards and International Financial Reporting Standards respectively, the profit attributable to equity shareholders of the Company for the year 2013 amounted to RMB9,380.16 million and RMB9,389.30 million respectively. The Board proposed the appropriation of the profit for the year ended 31 December 2013 as follows:

(1) Pursuant to the requirements of the Articles of Association, the Company shall appropriate

10% of the realized net profit after tax to the statutory surplus reserve, while further appropriation to the statutory surplus reserve will become optional when the cumulative appropriated amount for such reserve reaches above 50% of the registered capital of the Company. Since the amount of the Company's statutory surplus reserve reaches 50% of the registered capital of the Company, no appropriation will be made for the year 2013.

(2) Based on the Company's total share capital of 5,299,302,579 shares as at 31 December 2013, the payment of a final dividend of RMB0.35 per share (tax inclusive) is recommended. The total amount is approximately RMB1,854.76 million.

Although the overall supply and demand condition of the PRC's cement industry is gradually improving, there is a sharp structural imbalance within the cement industry, as manifested by the demand shortage. Affected by factors such as intensified market competition, enhanced environment standards for the cement industry, as well as tightened control over the property market, the development prospects of the cement industry remain challenging to a certain extent. Furthermore, the Company is now at the crucial stage of rapid development. A large amount of capital is required to realise the Company's objectives including project construction, acquisitions and international strategy. In view of the characteristics of the cement industry and the Company's operations and development, as well as the shareholders' long-term interest and return for the period, the Company has proposed the above-mentioned profit appropriation proposal. The total dividend amount of RMB1,854.76 million pursuant to this profit appropriation proposal accounts for 19.77% of the profit attributable to equity shareholders of the Company for the year 2013. The current balance of profit will be used mainly for construction projects and mergers and acquisitions.

After careful study, the Board unanimously agreed with the profit appropriation proposal for the year 2013.

The independent non-executive Directors of the Company issued their independent opinions on the reasonableness of the profit appropriation proposal for the year 2013: the profit appropriation proposal for the year 2013 prepared by the Company is in compliance with the cash dividend policy stipulated in the Articles of Association, i.e. the profit of the Company

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for any single year to be distributed in the form of cash shall not be less than 10% of the realised profit available for distribution in that year; and evidences the Company's high regard to a reasonable return on investment for investors, as well as conforms with the Company's sustainable development. Continuity and stability of the profit appropriation policy is thus maintained.

The Board recommends to seek shareholders' approval of the proposed amendments to the Articles of Association at the AGM in the form of special resolutions. The above Resolution No. 11 summarises the contents of the relevant proposed amendments. For details on the relevant amendments of the Articles of Association, please refer to the notice of the AGM of the Company and the relevant circular to be published and dispatched to the shareholders.
By order of the Board

Company Secretary
Wuhu City, Anhui Province, the PRC
24 March 2014

As at the date of this announcement, the Board comprises (i) Mr Guo Wensan, Mr Guo Jingbin, Ms Zhang Mingjing, and Mr Zhou Bo as executive Directors, and (ii) Mr Fang Junwen, Mr Wong Kun Kau and Mr Tai Kwok Leung as independent non-executive Directors.

Appendix:

Mr Wang Jianchao, born in July 1964, senior economist. Mr Wang graduated from Huangshan University and joined the Group in 1982. He had served as head of supply department, head of external economic cooperation department, assistant to general manager, and deputy general manager of the Company. Mr Wang is currently the general manager of the Company.

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