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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)

Results of 2013 Annual General Meeting Held on 28 May 2014

The Board of the Company is pleased to announce that the AGM for the year 2013 was held on Wednesday, 28 May 2014 at the Company's office at 1011 Jiuhua South Road, Wuhu City, Anhui Province, the PRC. All of the resolutions set out in
the Notice were passed without any amendment by way of poll.

The board ("Board") of directors ("Directors") of Anhui Conch Cement Company Limited ("Company") is pleased to announce that the annual general meeting ("AGM") of the Company for the year 2013 was held on Wednesday, 28 May 2014 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 AGM, 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 AGM was 5,299,302,579, among which 286,713,246 A Shares held by Anhui Conch Venture Investment Company Limited and 37,700,199 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 4,974,889,134 Shares (comprising
A Shares and H Shares) were entitled to be present at the AGM and vote for or against

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any of the resolutions proposed at the AGM. There was no restriction on any shareholder to cast votes on any of the resolutions proposed at the AGM. The number of Shares entitling their holders to be present at and vote only against any or all of the resolutions proposed at the AGM was zero.
A total of 29 shareholders of the Company and/or authorized proxies holding
2,644,628,908 Shares in aggregate were present at the AGM, representing approximately 49.9052% of the total number of issued Shares and approximately
53.1596% of the total number of issued Shares entitling the holders to be present at and vote for or against the resolutions proposed at the AGM. Among such Shares,
2,004,267,935 Shares were domestically-listed Renminbi ("RMB") denominated ordinary Shares (A Shares), representing approximately 50.1104% of the total number of A Shares; the remaining 640,360,973 Shares were overseas-listed foreign Shares (H Shares), representing approximately 49.2737% of the total number of H Shares.
The AGM was chaired by Mr Guo Wensan, the chairman of the Company. Some of the Directors, supervisors, senior management members and the secretary to the Board also attended the AGM.
Mr Ma Hongji and Mr Fan Ruilin, being the lawyers of Beijing Jingtian & Gongcheng and the PRC legal advisors to the Company, attended and acted as witnesses of the AGM. In accordance with the legal opinions of Beijing Jingtian & Gongcheng, the procedures for convening the AGM and the capacity of the convener of the AGM comply 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 AGM held relevant legal capacity and the voting procedures and results of the AGM were legal and effective.
In accordance with the requirements of the Listing Rulesd, KPMG Certified Public Accountants ("KPMG") acted as the scrutineer for vote-taking at the AGM. 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

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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.
The resolutions as set out in the notice of the AGM ("Notice") were duly passed as ordinary resolutions or special resolution (as the case may be) without any amendment by the attending shareholders and authorized proxies with voting right by way of poll. Details of the voting results are set out below:

1. The report of the Board for the year ended 31 December 2013 was approved as an ordinary resolution.

The total number of Shares with valid voting right on the aforementioned resolution was 2,644,228,333Shares (among which 639,960,398 Shares were H Shares, representing 24.2022% of the total number of Shares with valid voting right). The aforementioned resolution was passed with 2,644,097,033 Shares voted in favour, representing 99.9950% of the total number of Shares with valid voting right (among which 639,835,398 Shares were H Shares, representing 99.9805% of the total number of H Shares counted in the valid voting strength). There were 130,300 Shares voted against the resolution, representing 0.0049% of the total number of Shares with valid voting right (among which 125,000 Shares were H Shares, representing 0.0195% of the total number of H Shares counted in the valid voting strength); and 1,000 Shares were abstained from voting, representing 0.00004% of the total shares counted in the valid voting strength . Of the holders or authorised proxies of H Shares who were present at the AGM, voting rights attached to 400,575 H Shares were not exercised in respect of this resolution.

2. The report of the supervisory committee of the Company for the year ended 31 December 2013 was approved as an ordinary resolution.

The total number of Shares with valid voting right on the aforementioned resolution was 2,644,228,333 Shares (among which 639,960,398 Shares were H Shares, representing 24.2022% of the total number of Shares with valid voting right). The aforementioned resolution was passed with 2,644,222,033 Shares voted in favour,

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representing 99.9998% of the total number of Shares with valid voting right (among which 639,960,398 Shares were H Shares, representing 100% of the total number of H Shares counted in the valid voting strength). There were 0 Shares voted against the resolution; and 6,300 Shares were abstained from voting, representing 0.0002% of the total shares counted in the valid voting strength. Of the holders or authorised proxies of H Shares who were present at the AGM, voting rights attached to 400,575 H Shares were not exercised in respect of this resolution.

3. The audited financial reports prepared in accordance with the accounting standards generally accepted in the PRC and International Financial Reporting Standards respectively for the year ended 31 December 2013 was approved as an ordinary resolution.

The total number of Shares with valid voting right on the aforementioned resolution was 2,644,228,333 Shares (among which 639,960,398 Shares were H Shares, representing 24.2022% of the total number of Shares with valid voting right). The aforementioned resolution was passed with 2,644,222,033 Shares voted in favour, representing 99.9998% of the total number of Shares with valid voting right (among which 639,960,398 Shares were H Shares, representing 100% of the total number of H Shares counted in the valid voting strength). There were 0 Shares voted against the resolution; and 6,300 Shares were abstained from voting, representing 0.0002% of the total shares counted in the valid voting strength. Of the holders or authorised proxies of H Shares who were present at the AGM, voting rights attached to 400,575 H Shares were not exercised in respect of this resolution.
4. The resolution regarding the election of Mr Wang Jianchao as an executive Director of the sixth session of the Board was approved as an ordinary resolution.
The total number of Shares with valid voting right on the aforementioned resolution was 2,644,628,908 Shares (among which 640,360,973 Shares were H Shares, representing 24.2136% of the total number of Shares with valid voting right). The aforementioned resolution was passed with 2,613,945,185 Shares
voted in favour, representing 98.8398% of the total number of Shares with valid

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voting right (among which 609,683,550 Shares were H Shares, representing
95.2094% of the total number of H Shares counted in the valid voting strength). There were 30,677,423 Shares voted against the resolution, representing 1.1600% of the total number of Shares with valid voting right (among which 30,677,423
Shares were H Shares, representing 4.7906% of the total number of H Shares counted in the valid voting strength); and 6,300 Shares were abstained from voting, representing 0.0002% of the total shares counted in the valid voting strength.

5. The reappointment of KPMG Huazhen Certified Public Accountants (Special General Partnership) and KPMG Certified Public Accountants as the PRC auditors and international auditors of the Company respectively, the reappointment of KPMG Huazhen Certified Public Accountants (Special General Partnership) as the Company's internal control auditor, and the authorisation of the Board to determine the remuneration of the auditors based on the amount of auditing work as required by the Company's scale of operation was approved as an ordinary resolution.

The total number of Shares with valid voting right on the aforementioned resolution was 2,644,628,908 Shares (among which 640,360,973 Shares were H Shares, representing 24.2136% of the total number of Shares with valid voting right). The aforementioned resolution was passed with 2,644,622,608 Shares voted in favour, representing 99.9998% of the total number of Shares with valid voting right (among which 640,360,973 Shares were H Shares, representing 100% of the total number of H Shares counted in the valid voting strength). There were
0 Shares voted against the resolution; and 6,300 Shares were abstained from voting, representing 0.0002% of the total number of Shares with valid voting right.

6. The profit appropriation proposal for the year 2013 was approved as an ordinary resolution.

The total number of Shares with valid voting right on the aforementioned resolution was 2,644,628,908 Shares (among which 640,360,973 Shares were H Shares, representing 24.2136% of the total number of Shares with valid voting
right). The aforementioned resolution was passed with 2,644,622,608 Shares

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voted in favour, representing 99.9998% of the total number of Shares with valid voting right (among which 640,360,973 Shares were H Shares, representing 100% of the total number of H Shares counted in the valid voting strength). There were
0 Shares voted against the resolution; and 6,300 Shares were abstained from voting, representing 0.0002% of the total number of Shares with valid voting right.

7. The resolution regarding amendments to the Articles of Association was approved as a special resolution.

The total number of Shares with valid voting right on the aforementioned resolution was 2,644,628,908 Shares (among which 640,360,973 Shares were H Shares, representing 24.2136% of the total number of Shares with valid voting right). The aforementioned resolution was passed with 2,644,622,575 Shares voted in favour, representing 99.9998% of the total number of Shares with valid voting right (among which 640,360,940 Shares were H Shares, representing
99.999995% of the total number of H Shares counted in the valid voting strength). There were 33 Shares voted against the resolution, representing 0.000001% of the total number of Shares with valid voting right (among which 33 Shares were H Shares, representing 0.000005 % of the total number of H Shares counted in the valid voting strength); and 6,300 Shares were abstained from voting, representing
0.0002% of the total number of Shares with valid voting right.
Given that the said special resolution was approved by the Company's shareholders, the Board hereby announces that the amendments to the Articles of Association has become effective. For details on the amendments, please refer to the notice of 2013 annual general meeting of the Company dated 10 April 2014.
8. The resolution regarding the granting of a general mandate to the Board to determine allotment of overseas-listed foreign shares was approved as a special resolution.
The total number of Shares with valid voting right on the aforementioned
resolution was 2,576,780,708 Shares (among which 572,512,773 Shares were H Shares, representing 22.2181% of the total number of Shares with valid voting right). The aforementioned resolution was passed with 1,997,005,159 Shares voted in favour, representing 77.5000% of the total number of Shares with valid

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voting right (among which 64,570,048 Shares were H Shares, representing
11.2784% of the total number of H Shares counted in the valid voting strength). There were 549,977,599 Shares voted against the resolution, representing
21.3436% of the total number of Shares with valid voting right (among which
507,942,725 Shares were H Shares, representing 88.7216% of the total number of H Shares counted in the valid voting strength); and 29,797,950 Shares were abstained from voting, representing 1.1564% of the total number of Shares with valid voting right. Of the holders or authorised proxies of H Shares who were present at the AGM, voting rights attached to 67,848,200 H Shares were not exercised in respect of this resolution.
By order of the Board

Anhui Conch Cement Company Limited Yang Kaifa

Company Secretary

Wuhu City, Anhui Province, The PRC
28 May 2014

As at the date of this announcement, the Board of Directors of the Company comprises (i) Mr Guo Wensan, Mr Guo Jingbin, Mr Wang Jianchao, 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.

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