安徽海螺水泥股份有限公司

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安徽海螺水泥股份有限公司

ANHUI CONCH CEMENT COMPANY LIMITED

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


Poll Results of 2015 Second Extraordinary General Meeting Held on 16 November 2015


The Board announced that the second EGM in 2015 was held on Monday, 16 November 2015 at the Company's office at 1011 Jiuhua South Road, Wuhu City, Anhui Province, the PRC. The resolution set out in the Notice was passed, without any amendment, by way of poll.


The board ('Board') of directors ('Directors') of Anhui Conch Cement Company Limited ('Company') announced that the second extraordinary general meeting ('EGM') of the Company in 2015 was held on Monday, 16 November 2015 at the Company's office at 1011 Jiuhua South Road, Wuhu City, Anhui Province, the People's Republic of China (the 'PRC').


As at the date of the EGM, the total number of issued shares ('Shares') of RMB1.00 each in the capital of the Company was 5,299,302,579, comprising 3,999,702,579 A Shares and 1,299,600,000 H Shares. The total number of Shares entitling the holders to be present at the EGM was 5,299,302,579, among which 286,713,246 A Shares held by Anhui Conch Venture Investment Company Limited and 12,969,100 A Shares held by Ping An Trust & Investment Co. Ltd. were subject to undertakings not to exercise any voting right attached thereto (see the Company's announcement dated 8 October 2009), while the holders of the remaining 4,999,620,233 Shares (comprising A Shares and H Shares) were entitled to be present at the EGM and vote for or against the resolution proposed at the EGM. There was no restriction on any shareholder to

cast votes on the resolution proposed at the EGM. The number of Shares entitling their holders to be present at the EGM and vote only against or abstain from voting of the resolution proposed at the EGM was zero.

1. Number of Shareholders and authorised proxies attended

the meeting


43

Of which : number of A Shareholders

42

number of H Shareholders

1

2. Total number of shares entitled to vote (share)

2,778,243,820

Of which : total number of shares held by A Shareholders

2,067,874,710

total number of shares held by H Shareholders

710,369,110

3. Percentage to the total number of shares of the Company entitled to vote (%)


55.5691

Of which : percentage of shares held by A Shareholders

41.3606

percentage of shares held by H Shareholders

14.2085

The number and percentage of shareholders of the Company ('Shareholders') and authorised proxies present at the EGM are set out as follows:


The EGM was chaired by Mr. Guo Wensan, the chairman of the Company. Certain of the Directors, supervisors, senior management members of the Company and the secretary to the Board also attended the EGM.


Mr. Fan Ruilin and Mr. Ma Hongji, being the lawyers of Beijing Jingtian & Gongcheng, the PRC legal advisors to the Company, attended and acted as witnesses of the EGM. In accordance with the legal opinions of Beijing Jingtian & Gongcheng, the procedures for convening the EGM and the qualification of the convener of the EGM complied with the relevant rules, regulations and laws of the PRC, as well as the Company's articles of association ('Articles of Association'). The participants of the EGM held legal capacity to participate in the relevant meeting, and the voting procedures and results of the EGM were legitimate and effective.


In accordance with the requirements of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, KPMG Certified Public Accountants ('KPMG') acted as the scrutineer for vote-taking at the EGM. KPMG's duty is limited to implementing certain procedures as requested by the Company, in order to

confirm whether the summary of poll results prepared by the Company corresponded with the voting forms collected and provided to KPMG by the Company. The work performed by KPMG in this respect did not constitute an audit or review conducted in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, nor did it give any assurance or advice on matters on legal interpretation or voting rights.



Ordinary Resolution

The number of votes (%)

For

Against

Abstain

The total number of votes

Passed or not

To approve the resolution for the provision of guarantee by the Company in respect of the bank borrowings of eight wholly-owned or majority-owned subsidiaries and one invested company


2,428,298,490

(87.4010%)


346,053,030

(12.4558%)


3,892,300

(0.1401%)


2,778,243,820

(100%)


Yes

The resolution as set out in the notice of the EGM dated 29 September 2015 ('Notice') was duly passed by way of poll and without any amendment. Details of the voting results are set out below:


By order of the Board

Anhui Conch Cement Company Limited Yang Kaifa

Company Secretary


Wuhu City, Anhui Province, The PRC 16 November 2015

As at the date of this announcement, 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.

distributed by