Anhui Conch Cement : Circular

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

A notice convening the EGM of the Company is set out on pages 7 to 8 of this circular.
Any Shareholder(s) entitled to attend and vote at the EGM are entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. If you intend to appoint a proxy to attend the EGM and vote on your behalf, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's H share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre,
183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment hereof should you so wish.
A reply slip for use at the EGM is enclosed with this circular. If you intend to attend the EGM, you are requested to complete the accompanying reply slip in accordance with the in instructions printed thereon and return the same to the office of the Company or the Company's H share registrar in Hong Kong on or before Tuesday, 17 February 2015.
20 January 2015

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In this circular, unless otherwise indicated in the context, the following expressions have the following meanings:

"A Share(s)" domestic share(s) of the Company, with nominal value of RMB1.00 each
"Articles" the articles of association of the Company
"Board" the board of Directors
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Company" Anhui Conch Cement Company Limited (安徽海螺水泥股份有限 公司) (Stock Code: 00914), a joint stock limited company incorporated in the PRC and whose H Shares are listed on the HK Stock Exchange and A Shares are listed on the Shanghai Stock Exchange
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting of the Company to be held at the office of the Company at 1011 Jiuhua South Road, Wuhu City, Anhui Province, the PRC on Tuesday, 10 March 2015 at 3:00 p.m.
"Group" the Company and its subsidiaries
"H Share(s)" overseas-listed foreign shares of the Company, with a nominal value of RMB1.00 each
"HKSE Listing Rules" the Rules Governing the Listing of Securities on the HK Stock
Exchange
"HKSCC" Hong Kong Securities Clearing Company Limited
"HK Stock Exchange" The Stock Exchange of Hong Kong Limited
"Hong Kong" the Hong Kong Special Administrative Region of the PRC "INED" the independent non-executive Director
"Latest Practicable Date" 16 January 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information of this circular
"PRC" or "China" the People's Republic of China
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"RMB" Renminbi, the lawful currency of the PRC
"Share(s)" collectively, A Share(s) and H Share(s) and, where the context so requires, any or all of such A Shares and H Shares
"Shareholder(s)" the registered holder(s) of A Shares and/or H Shares
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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)

Executive Directors:

Mr. Guo Wensan (Chairman)
Mr. Wang Jianchao Ms. Zhang Mingjing Mr. Zhou Bo

Non-executive Directors:

Mr. Guo Jingbin

Independent non-executive Directors:

Mr. Wong Kun Kau
Mr. Tai Kwok Leung

Registered office:

39 Wenhua Road, Wuhu City
Anhui Province the PRC

Principal place of business: No. 1011, Jiuhua South Road Wuhu City, Anhui Province PRC

20 January 2015

To the Shareholders

Dear Sir/Madam,

Reference is made to the announcement of the Company dated 8 January 2015 in relation to, among other matters, the proposed appointment of Mr. Zhao Jianguang ("Mr. Zhao") as INED.
The purpose of this circular is to provide you with information regarding the proposed appointment of Mr. Zhao as INED and the notice of the EGM, which is set out on pages 7 to 8 of this circular at which ordinary resolution for the appointment of Mr. Zhao as INED will be proposed.
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Pursuant to the recommendation of the remuneration and nomination committee of the Board, the committee nominated Mr. Zhao as candidate for INED, whose appointment shall become effective from the day on which the resolutions regarding his appointment is passed at the EGM up to the expiry of the term of office of the sixth session of the Board (i.e. expected to be 27 May 2016). He may be subject to re-election at future annual general meetings in accordance with the relevant requirements of the Articles.
At the Board meeting held on 8 January 2015, the Board has resolved to propose that Mr. Zhao be appointed as INED. Under the Articles, the appointment of Director is subject to Shareholders' approval at the general meeting.
Ordinary Resolution will be proposed at the EGM to appoint Mr. Zhao as INED.
The biography of Mr. Zhao is set out in the Appendix to this circular for your information.

For purpose of determining the right of Shareholders to attend and vote at the EGM, the register of members of the Company for H Shares will be closed from Saturday, 7 February 2015 to Tuesday, 10 March
2015 (both days inclusive) during which period no transfer of H Shares will be effected.
In order to be qualified for attending and voting at the EGM, all transfer instruments accompanied by the relevant share certificates must be lodged by the holders of H Shares with the Company's H Share registrar and transfer office, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4:30 p.m. on Friday, 6 February 2015.

The EGM will be held at 3:00 p.m. on Tuesday, 10 March 2015 at No. 1011 Jiuhua South Road, Wuhu City, Anhui, the PRC. Resolution will be proposed to approve the proposal for the appointment of Mr. Zhao as new INED.
Reply slips and proxy forms for use in connection with the EGM are included in this circular. If you intend to attend the EGM, you are requested to complete the accompanying reply slip in accordance with the in instructions printed thereon and return the same to the office of the Company or the Company's H share registrar in Hong Kong on or before Tuesday, 17 February 2015. For holders of H Shares, the proxy form should be completed and returned to Hong Kong Registrars Limited, the Company's H Share registrar in Hong Kong at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and for holders of A Shares, the proxy form should be completed and returned to the principal place of business of the Company in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the respective meeting should you so wish.
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Under Rule 13.39(4) of the HKSE Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands where permitted by the articles of the listed issuer. The chairman of the EGM shall therefore demand voting on the resolution set out in the notice of EGM be taken by way of poll pursuant to Article 77 of the Articles.
Every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her name in the register of members in respect of the Shares. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same manner.
To the best knowledge and belief of the Company, no Shareholder is required to abstain from voting at the EGM in relation to any resolutions to be proposed in such meeting.

The Directors consider that the proposal for the appointment of Mr. Zhao as new INED is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the resolution as set out in the notice of EGM.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the HKSE Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and, there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully,
By order of the Board

Company Secretary

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Brief biographical details of Mr. Zhao as candidate of INED for appointment by Shareholders at the
EGM are set out below:
Mr. Zhao Jianguang, born in July 1965, holds a master degree in Economics from Shaanxi Institute of Finance and Economics (陝西財經學院). Mr. Zhao has 20 years of experience in the securities industry and has served as the chief executive officer of Guodu Securities Co., Ltd. (國�證券有限責任公司), vice president of Guosen Securities Co., Ltd. (國信證券股份有限公司), general manager of the investment bank division of Nanfang Securities Co., Ltd. (南方證券有限公司) and senior manager of the issuance division of Huaxia Securities Co., Ltd. (華夏證券股份有限公司). He is currently the chairman of JYTH Investment Management (Beijing) Co., Ltd. (建元天華投資管理（北京）有限公司).
Saved as disclosed above, as at the Latest Practicable Date, Mr. Zhao did not have other major appointments and professional qualifications and did not hold other major positions in Group. In the three years prior to the Latest Practicable Date, Mr. Zhao has not been a director of any other listed company.
Mr. Zhao does not have any relationships with any other Directors, substantial Shareholders, controlling Shareholders or senior management of the Company. As at the Latest Practicable Date, Mr. Zhao had no interests in any Shares or underlying Shares within the meaning of Part XV of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong).
Mr. Zhao has not entered (but will, upon his being elected as a Director, enter) into an appointment letter with the Company. The remuneration of Mr. Zhao will be determined by the remuneration and nomination committee of the Board, with reference to current salary level of independent non-executive directors of similar companies in the PRC and complexity and level of his duties.
Pursuant to the Articles, fees and remunerations payable to the Directors are subject to the approval of Shareholders in general meeting or the determination and approval by the Board (or, if so further delegated, the remuneration and nomination committee of the Board) as delegated by the general meeting.
Saved as disclosed above, there are no other matters in relation to the proposed appointment of Mr. Zhao as candidate of INED 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 subparagraphs (h) to (v) of the said Rule) of the HKSE Listing Rules.
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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)

The EGM is to be held for considering and, if thought fit, transacting the following businesses:

To consider and approve the appointment of Mr. Zhao Jianguang ("Mr. Zhao") as an independent non-executive director of the Company.
According to the recommendation of the remuneration and nomination committee of the Board, the Board nominates Mr. Zhao as an independent non-executive director of the sixth session of the Board of the Company. If approved at the EGM, his tenure shall become effective from 10 March 2015 till the date (expected to be 27 May 2016) of expiry of the term of the sixth session of the Board.
By order of the Board

Company Secretary

Wuhu City, Anhui Province, the PRC
20 January 2015

As at the date of this notice, the Board 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 and Mr Tai Kwok Leung as independent non-executive Directors.

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Notes:

Holders of H Shares whose names appear on the register of members maintained by Hong Kong Registrars Limited at

4:30 p.m., Friday, 6 February 2015 are entitled to attend the EGM after completing the registration procedures for the meeting.

(1) Holders of H shares who intend to attend the EGM have to complete (without prejudice to their right of attendance) the reply slip attached, together with the copies of the transfers, share certificates or receipts of share transfer and their identity cards, at the office of the Company (No. 1011 Jiuhua South Road, Wuhu City, Anhui, the PRC Postal code: 241070) or the Company's H share registrar - Hong Kong Registrars Limited at

17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by Tuesday, 17 February 2015.

(2) Shareholders may deliver the documents required for registration to the registered office of the Company in person, by mail or by facsimile (86-553-8398931). Upon receipt of the requisite documents for registration, the Company will complete the registration procedures for attendance at the EGM on behalf of the shareholders and send a duplicate copy of the meeting attendance card to the shareholders by mail or by facsimile. Shareholders attending the meeting must produce the duplicate copy or facsimile copy of the meeting attendance cards and exchange them for formal meeting attendance cards.

(1) Each shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies in writing, whether they are shareholders of the Company or not, to attend and vote on his/her behalf at the EGM.

(2) Proxies of the shareholders must be appointed in writing and the appointment must be signed by the shareholder or their agent who has been duly authorised in writing. If the instrument of the appointment of proxy is signed by an agent of the shareholder, the power of attorney or other authority of the agent must be notarially certified. In order to be valid, the notarially certified copy of such power of attorney or other authority, together with the instrument of the appointment of proxy, shall be deposited at the Company's H share registrar (i.e. Hong Kong Registrars Limited) at the address given in Note 2, not less than 24 hours before the time appointed for holding of the EGM.

(3) If a shareholder appoints more than one proxy, his/her proxies may only exercise his/her appointor's voting rights when the resolution concerned is to be decided by poll.

2015, both days inclusive. In order to qualify for attendance at the EGM, transfers accompanied by share certificates and other appropriate documents must be lodged with the Company's H share registrar - Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30 p.m. on Friday, 6 February 2015.

Address: No. 1011 Jiuhua South Road, Wuhu City, Anhui, the PRC Postal code: 241070

Tel: 86-553-8398911/86-553-8398912

Fax: 86-553-8398931

Tel: 852 2862 8628

Fax: 852 2529 6087

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