Anhui Conch Cement : Notice Of 2014 Annual General Meeting

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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)

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

1. To consider and approve the report of the board ("Board") of directors of the Company for the year ended 31 December 2014.
2. To consider and approve the report of the supervisory committee ("Supervisory Committee") of the Company for the year ended 31 December 2014 (please refer to the Appendix III to the circular of the Company dated 16 April 2015 of which this notice forms part).
3. To consider and receive and approve the audited financial reports prepared in accordance with the PRC Accounting Standards and the International Financial Reporting Standards respectively for the year ended 31 December 2014.
4. To consider and approve the reappointment of KPMG Huazhen Certified Public Accountants (special general partnership) and KPMG Certified Public Accountants as the PRC and international (financial) auditors of the Company respectively, the reappointment of KPMG Huazhen Certified Public Accounts (special general partnership) as the internal control auditor of the Company, and the authorization of the Board to determine the remuneration of the auditors in accordance with the volume of auditing work performed by the auditors as required by the business and scale of the Company.

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5. To consider and approve the Company's 2014 profit appropriation proposal (details of which are set out in item no.(2) entitled "Profit Appropriation Proposal" of the "Report of the Directors" contained in the Company's 2014 Annual Report and on page 4 of the Company's circular dated 16 April 2015).
6. To consider and approve the provision of guarantee by the Company in respect of the bank borrowings of two majority-owned subsidiaries and three invested companies.
7. To consider and approve the appointment of Mr. Qi Shengli ("Mr. Qi") as a supervisor of the
Company ("Supervisor") for the sixth session of the Supervisory Committee.
The Supervisory Committee nominated Mr. Qi as a Supervisor for the sixth session of the
Supervisory Committee. If approved at the AGM, his tenure shall become effective from 2 June
2015 till the end of the sixth session of the Supervisory Committee (brief biography of Mr. Qi is set out in Appendix II to the Company's circular dated 16 April 2015).
8. To consider and approve the appointment of Mr. Wang Pengfei ("Mr. Wang") as a Supervisor for the sixth session of the Supervisory Committee.
The Supervisory Committee nominated Mr. Wang as a Supervisor for the sixth session of the
Supervisory Committee. If approved at the AGM, his tenure shall become effective from 2 June
2015 till the end of the sixth session of the Supervisory Committee (brief biography of Mr. Wang is set out in Appendix II to the Company's circular dated 16 April 2015).

9. To consider and approve, by way of a special resolution, the following amendments to the articles of association of the Company:
(a) Deleting the entirety of the existing Article 16 which reads:
Article 16 The scope of the Company's operations shall be that approved by the companies registration authorities.
The scope of Company's business includes: production, sales, exports and imports of cement and supplements and cement products; machinery, instruments, spare parts and the production, sales, exports and imports of raw materials for the use of corporate productions and scientific research; the production, sales, imports and exports of electronic equipment; technical support. The wholesale and retail of coal; contracting of overseas engineering projects and dispatch of labour overseas for project implementation.

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and replacing it with the following provision:
Article 16 The scope of the Company's business shall be that as approved by the companies registration authorities.
The scope of the Company's business includes: open-pit mining of limestones for cement and sandstones for cement supplements; production, sales, import and export of cement and related supplements, and cement products; production, sales, import and export of machineries and equipment, instrument and meters, parts and components, and raw and ancillary materials for production and technology research activities of enterprises; production, sales, import and export of electronic equipment; technical support. Wholesale and retail coal; contracting for overseas engineering projects, and deployment of labour to overseas for project implementation.
10. To consider and approve the following resolution for authorizing the Board to allot and issue overseas-listed foreign shares by way of a special resolution:
"(a) THAT subject to the restrictions under (c) and (d) below and in accordance with the requirements of The Rules Governing the Listing of Securities (the "HKSE Listing Rules") on The Stock Exchange of Hong Kong Limited ("HK Stock Exchange"), the Company Law of the PRC, and other applicable laws and regulations (in each case, as amended from time to time), an unconditional general mandate be and is hereby granted to the Board to exercise once or in multiple times during the "Relevant Period" (as defined below) all the powers of the Company to allot and issue H shares ("New Shares") on such terms and conditions as the Board may determine and that, in the exercise of their powers to allot and issue shares, the authority of the Board shall include (without limitation):
(i) the determination of the class and number of the New Shares to be allotted; (ii) the determination of the issue price of the New Shares;
(iii) the determination of the opening and closing dates of the issue of New Shares;
(iv) the determination of the class and number of New Shares (if any) to be issued to the existing shareholders;
(v) to make or grant offers, agreements and options which might require the exercise of such powers; and

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(vi) in the case of an offer or issue of shares to the shareholders of the Company, excluding shareholders who are residents outside the PRC or the Hong Kong Special Administrative Region ("Hong Kong") on account of prohibitions or requirements under overseas laws or regulations or for some other reasons which the Board considers expedient;
(b) in exercising the powers granted under paragraph (a), the Board is authorized during the "Relevant Period" make or grant offers, agreements and options which might require the shares relating to the exercise of the authority thereunder being allotted and issued after the expiry of the "Relevant Period";
(c) the aggregate amount of the overseas listed foreign shares to be allotted or conditionally or unconditionally agreed to be allotted (whether pursuant to the exercise of options or otherwise) by the Board pursuant to the authority granted under paragraph (a) above (excluding any shares which may be allotted upon the conversion of the capital reserve into capital in accordance with the Company Law of the PRC or the articles of association of the Company) shall not exceed 20 per cent (20%) of the aggregate number of the overseas listed foreign shares of the Company in issue as at the date of passing of this Resolution;
(d) the Board in exercising the powers granted under paragraph (a) above shall (i) comply with the Company Law of the PRC, other applicable laws and regulations, and the HKSE Listing Rules (in each case, as amended from time to time) and (ii) be subject to the approvals of China Securities Regulatory Commission ("CSRC") and relevant authorities of the PRC;
(e) for the purposes of this Resolution, the "Relevant Period" means the period from the date of the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the date on which the powers granted by this Resolution are revoked or varied by a special resolution of the Company in general meeting; or
(iii) the date falling 12 months from the date of passing of this Resolution;
(f) the Board shall, subject to the relevant approvals of the relevant authorities and the exercise of the powers granted under paragraph (a) above in accordance with the Company Law of the PRC and other applicable laws and regulations, increase the Company's registered capital to such amount as shall equal the aggregate nominal amounts of the relevant number of shares allotted and issued upon the exercise of the powers granted under paragraph (a) of this Resolution, provided that the registered capital of the Company shall not exceed 120 percent (120%) of the amount of registered capital of the Company as at the date of passing of this Resolution;

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(g) subject to the Listing Committee of the HK Stock Exchange granting listing of, and permission to deal in, the H Shares in the Company's share capital proposed to be issued by the Company and to the approval of CSRC for the issue of shares, the Board be and it is hereby authorised to amend, as it may deem appropriate and necessary, Articles 23, 24 and 27 of the articles of association of the Company to reflect the change in the share capital structure of the Company in the event of an exercise of the powers granted under paragraph (a) to allot and issue New Shares.

(The purpose of Resolution no.10 is to grant a general mandate by shareholders of the Company at the AGM to the Board to allot and issue new shares, subject to applicable laws, regulations and rules.)

By order of the Board

Company Secretary

Wuhu City, Anhui Province, the PRC
16 April 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, Mr. Tai Kwok Leung and Mr. Zhao Jianguang as independent non-executive Directors.

Notes:

Holders of H Shares whose names appear on the register of members maintained by Hong Kong Registrars Limited at 4:30 p.m., Thursday, 30 April 2015 are entitled to attend the AGM after completing the registration procedures for the meeting.

(1) Holders of H shares who intend to attend the AGM 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 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by Tuesday, 12 May 2015.

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(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 AGM 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 AGM 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 AGM.

(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 AGM.

June 2015, both days inclusive. In order to qualify for attendance at the AGM, transfers accompanied by share certificates and other appropriate documents must be lodged with the Company's H share registrar

- Hong Kong Registrars Limited at the address given in Note 2, by 4:30 p.m. on Thursday, 30 April

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

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Address: 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong

Tel: 852 2862 8628

Fax: 852 2529 6087

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