Anhui Conch Cement : Announcement regarding the Resolutions Passed by the Supervisory Committee

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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) of the Listing Rules.
In accordance with the applicable laws and regulations of the PRC, the Company will publish the PRC Announcement in designated newspaper circulating in the PRC on 24 March 2015 regarding resolutions passed by the Supervisory Committee.
This announcement is made pursuant to Rule 13.09 (2) of The Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange").
In accordance with the applicable laws and regulations of the People's Republic of China ("PRC"), Anhui Conch Cement Company Limited ("Company") will publish an announcement ("PRC Announcement") in designated newspaper circulating in the PRC on 24 March 2015 regarding resolutions passed by the supervisory committee ("Supervisory Committee") of the Company.
The fifth meeting ("Meeting") of the sixth session of the Company's Supervisory Committee was held in the conference room of the Company on 23 March 2015. The Supervisory Committee comprised 3 supervisors, and all of them were present at the Meeting. The Meeting was chaired by Mr Wang Jun, the chairman of the Supervisory Committee. The convention of the Meeting was in compliance with the relevant requirements of the Companies Law and the Articles of Association of the Company ("Articles of Association"). The proceedings of the Meeting are legal and valid. The voting results of each of the resolutions considered in the Meeting are as follows: the total valid voting strength was 3; and all 3 votes were cast in favour of each resolution, representing 100% of the number of valid votes; 0 vote was cast against such resolution; and no supervisor abstained from voting. The following resolutions were passed unanimously at the Meeting:
1. The Company's financial reports for the year 2014 prepared in accordance with the PRC Accounting Standards and the International Financial Reporting Standards respectively were considered and endorsed.
2. The Company's annual report for the year 2014 and its summary and the related results announcement were considered and endorsed.
The Supervisory Committee is of the view that the procedures for the preparation and review of

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the annual report for the year 2014 and its summary and the related results announcement are in compliance with the relevant requirements under law, regulations, the Articles of Association and the internal management system of the Company. Its contents and format are in compliance with the relevant requirements prescribed by the China Securities Regulatory Commission, Shanghai Stock Exchange, and the Hong Kong Stock Exchange. Information contained therein gives a true view of the Company's operation, management and financial status in all aspects for the year 2014. The Supervisory Committee is not aware of any act of the persons involved in the preparation and review of the annual report for the year 2014 which constituted a breach of the confidentiality requirements. Members of the Supervisory Committee present at the Meeting unanimously endorsed the annual report for the year 2014 and its summary and the related results announcement.
3. The assessment report of the Company's internal control for the year 2014 was reviewed and approved.
The Supervisory Committee is of the view that the assessment report of the Company's internal control truthfully and objectively reflects the establishment and operation of the internal control system of the Company.
4. The report of the Supervisory Committee of the Company for the year 2014 was considered and approved, and the submission of such report to the shareholders of the Company ("Shareholders") for consideration and approval at the Company's annual general meeting ("the AGM") for the year 2014 was endorsed.
5. The resolution regarding changes in the Company's accounting policy was considered and approved.
The Supervisory Committee is of the view that the changes in accounting policy were adopted by the Company in accordance with the "Enterprise Accounting Standards No. 37 - Financial Instruments" as revised by the Ministry of Finance in June 2014, which changes pose no changes to the Company's assets, liabilities, profit or loss, cash flow etc. The procedures for approving the changes were in line with relevant laws and regulations and do not prejudice the interests of the Company and its minority Shareholders.
6. The resolution regarding supervisor candidate for the sixth session of the Company's
Supervisory Committee was considered and approved:
Mr Zhu Yuming, a supervisor of the Company, has tendered written resignation on 10
November 2014 and Mr Wang Jun requested to resign from the post of supervisor of the Company due to work adjustment. The resignation of these two supervisors will become effective upon the approval of the appointment of new supervisors by Shareholder in general meeting. The Supervisory Committee nominates Mr Qi Shengli and Mr Wang Pengfei as proposed supervisors (collectively, the "Proposed Supervisors") of the sixth session of the Company's Supervisory Committee and will submit such proposal to Shareholders for consideration and approval at the AGM. The term of office of the Proposed Supervisors will be effective from the date of approval by the Shareholders at the AGM till the end of the sixth session of the Supervisory Committee (which will fall on 27 May 2016).
As recommended by the committee of the Company's staff union, Mr Wang Chunjian is nominated as the staff representative supervisor of the Company with immediate effect until the end of the sixth session of the Supervisory Committee.

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Mr Ding Feng ("Mr Ding") has ceased to be the staff representative supervisor of the Company with immediate effect. Mr Ding has given confirmation that he has no disagreement with the Supervisory Committee and that there are no other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in connection with his resignation. The Supervisory Committee has confirmed that there are no other matters that need to be brought to the attention of the Stock Exchange and the Shareholders.
Please refer to the Appendix for the relevant biographies of the Proposed Supervisors and Mr
Wang Chunjian.
By order of the Supervisory Committee Anhui Conch Cement Company Limited Wang Jun
Chairman of the Supervisory Committee
Wuhu City, Anhui Province, the PRC
23 March 2015

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

Appendix:
I. The remuneration of each of the Proposed Supervisors and Mr Wang Chunjian will be determined by the remuneration and nomination committee of the Board with reference to the prevailing remuneration level of supervisors of similar companies in the PRC, and their performance of duties.
II. Mr Qi Shengli, holds the post of deputy general manager of Anhui Conch Holdings Company Limited ("Conch Holdings"), the controlling Shareholder of the Company. Mr Wang Pengfei holds the post of deputy general manager of Conch Holdings. Mr Wang Chunjian holds the post as vice chairman of the staff union of Conch Holdings. As at the date of this announcement, each of the Proposed Supervisors and Mr Wang Chunjian are not related to any directors, senior management and substantial shareholders or controlling shareholder of the Company.
III. As of the date of this announcement, each of the Proposed Supervisors and Mr Wang Chunjian did not hold any interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, and save as disclosed below, none of them held any directorship in listed public companies in the three years prior to the date of this announcement.
IV. General Information
In accordance with Article No. 147 of the Articles of Association, the remuneration payable to the supervisors must be approved by the annual general meeting of the Company. Save as the aforesaid, there are no other matters in relation to the proposed re-election or appointment of

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the above-mentioned supervisor candidates needed to be brought to shareholders' attention, nor is there any other information on relevant matters required to be disclosed pursuant to Rule 13.51(2) (especially the sub-paragraphs (h) to (v) of the said Rule) of the Listing Rules.

V. Biographies of the Proposed Supervisors of the sixth session of the Supervisory Committee and Mr. Wang Chunjian (details of the biographies of these candidates as required under Rule

13.51(2) of the Listing Rules will be included in a circular to be despatched (together with the annual report 2014 of the Company) to the Shareholders of the Company in accordance with the Listing Rules):

National Building Materials Technical School and joined the former Ningguo Cement Plant in
1984. He held various positions such as deputy plant director of the former Ningguo Cement Plant, chairman of Anhui Zongyang Conch Cement Co., Ltd., chairman of Anhui Huaining Conch Cement Co., Ltd. and the deputy general manager of the Company. He currently serves as deputy general manager of Conch Holdings and the director of Wuhu Conch Profiles and Science Co., Ltd.

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