ANHUI CONCH CEMENT COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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)
This voluntary announcement is made by Anhui Conch Cement Company Limited ("Company", together with its subsidiaries, collectively referred to as the "Group").
The board ("Board") of directors of the Company would announce that on 18 June 2015 (after trading hours), Conch International Holdings (HK) Limited ("Conch HK", a wholly subsidiary of the Company, which is incorporated in Hong Kong) entered into a share subscription agreement ("Share Subscription Agreement") with West China Cement Limited ("WCC", whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited ("Stock Exchange"), stock code: 2233). Pursuant to such agreement, Conch HK has agreed to the subscription ("Share Subscription") for (and WCC has agreed to issue), subject to certain conditions precedent being satisfied, a total of 903,467,970 shares ("WCC Shares") of GBP0.002 each in WCC at a subscription price of HK$1.69 (equivalent to about RMB1.35) per WCC Share. The total subscription price is equivalent to about HK$1,527 million (equivalent to about RMB1,222 million). Subject to its terms and provisions, the Share Subscription Agreement is expected to be completed
on or before the 30th business day after the date of the Share Subscription Agreement. The number
of WCC Shares agreed to be subscribed for ("Subscription Shares") by Conch HK pursuant to the Share Subscription Agreement represents (i) 20% of the total number of WCC Shares in issue as at the date of the Share Subscription Agreement, and (ii) 16.67% of the number of issued WCC Shares as enlarged by the issue of the Subscription Shares (assuming that no other WCC Shares are
issued or repurchased before completion of the Share Subscription Agreement).
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All of the percentage ratios (as prescribed under Chapter 14 of the Rules ("Listing Rules")
Governing the Listing of Securities on the Stock Exchange) for the Share Subscription are less than
5%. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, WCC and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).
The Board considers that the Share Subscription presents a good opportunity for a strategic investment in the Group's own industry and believes that it will bring long term value to the Company and its shareholders. The Company and WCC are currently exploring other possible further collaboration with a view to create further synergies between them, including but not limited to the formation of joint ventures, combination of assets or other types of cooperation. As at the date of this announcement, other than the Share Subscription Agreement, the Group has not entered into any other agreements with WCC or any of its subsidiaries in relation to any such possible further collaboration. In the event of materialization of such possible further collaboration, the Company will make further announcement(s) in accordance with the Listing Rules and other applicable rules and regulations as and when appropriate.
By Order of the Board
Company Secretary
Wuhu City, Anhui Province, the People's Republic of China
19 June 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.
* Unless otherwise indicated, the translation of Hong Kong dollars into Renminbi and vice versa in this announcement is made at the rate of HK$1 to RMB0.80.
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