Anhui Conch Cement : Appointment of joint Company Secretary and Waiver From Strict Compliance With R...

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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)

Reference is made to the announcement of Anhui Conch Cement Company Limited (the "Company") in relation to the resignation of Mr. Yang Kaifa ("Mr. Yang") as the company secretary of the Company with effect from 28 June 2017. Since then, Mr. Zhou Bo ("Mr. Zhou"), an executive director and the chief accountant of the Company, has been assisting in the taking up of company secretarial duties.

The board of directors (the "Board") of the Company is pleased to announce that Mr. Zhou has been appointed as a joint company secretary of the Company with effect from 8 August 2017 to fill up the vacancy after Mr. Yang's resignation. Mr. Zhou will act together with Mr. Chiu Pak Yue Leo ("Mr. Chiu"), the current company secretary of the Company, as the joint company secretaries of the Company. Mr. Zhou has also been appointed as a secretary to the Board with effect from 8 August 2017.

Mr. Zhou is a senior economist and an executive director and chief accountant of the Company. He graduated from Shanghai University and joined the Company in 2000. During his 17 years in the Company, Mr. Zhou has held various positions including the director of finance department of an operating subsidiary of the Company, assistant to the head of finance department, the deputy head and the head of finance department of the Company, the deputy officer-in-charge of the Regional Committee in Hunan and deputy chief accountant of the Company. Mr. Zhou has extensive management experience in financial management and internal risk control.

Under Rule 8.17 of the Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange"), a listed issuer must appoint a company secretary who meets the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides that a listed issuer must appoint as its company secretary an individual who, in the opinion of the Stock Exchange, is capable of discharging the functions of company secretary of the listed issuer by virtue of his/her academic or professional qualifications or relevant experience.

Mr. Zhou currently does not possess the qualifications as stated in Note 1 to Rule 3.28 of the Listing Rules. In this regard, the Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver ("Waiver") from strict compliance with Rules 3.28 and 8.17 of the Listing Rules with respect to the appointment of Mr. Zhou as the joint company secretary of the Company for a period of three years from the date of his appointment ("Waiver Period") on the conditions that: (a) Mr. Zhou will be assisted by Mr. Chiu during the Waiver Period; (b) the Company will notify the Stock Exchange at the end of the Waiver Period for the Stock Exchange to re-visit the situation in the expectation that the Company will be able to demonstrate that Mr. Zhou, after having the benefit of Mr. Chiu's assistance for three years, can satisfy Rule 3.28 of the Listing Rules such that a further waiver will not be necessary; and (c) the Company will disclose details of the Waiver, including reasons for and conditions of the Waiver, by way of an announcement. The Waiver will be revoked immediately if and when Mr. Chiu ceases to provide assistance to Mr. Zhou.

By order of the Board

Executive Director

Wuhu City, Anhui Province, the PRC 8 August 2017

As at the date of this announcement, the Board comprises (i) Mr Gao Dengbang, Mr Wang Jianchao, Mr Wu Bin, Mr Ding Feng, and Mr Zhou Bo as executive Directors; (ii) Mr Yang Mian Zhi, Mr Tai Kwok Leung and Mr Leung Tat Kwong Simon as independent non-executive Directors.