Anhui Conch Cement : Articles of Association

Microsoft Word - e Articles of Association_2016.6.2_.doc

This is a consolidated version of the Articles of Association of Anhui Conch Cement Company Limited 安徽海螺水泥股份有限公司 ( " Company " ). It presents in a

consolidated manner the amendments (which were approved by Shareholders at various general meetings) to the articles of association first adopted by the Company for listing. This consolidated version is not formally adopted by shareholders at a general meeting of the Company. The English version is for reference only, and the Chinese version shall always prevail in case of any inconsistency between the Chinese version and the English translation thereof.

ANHUI CONCH CEMENT COMPANY LIMITED ARTICLES OF ASSOCIATION

（first adopted on 1 September 1997 and updated up to 2 June 2016）

I N D E X

Chapter Heading

Chapter 1 General provisions

Chapter 2 Objects and scope of operations Chapter 3 Shares and registered capital

Chapter 4 Reduction of capital and repurchase of shares Chapter 4A Transfer of shares

Chapter 5 Financial assistance for acquisition of shares Chapter 6 Share certificates and register of shareholders Chapter 7 Rights and obligations of shareholders Chapter 8 Obligations of controlling shareholders

towards other shareholders

Chapter 9 General meetings

Chapter 10 Special voting procedures for class shareholders Chapter 11 Board of directors

Chapter11A Independent Directors

Chapter 12 Secretary to the board of directors of the Company Chapter 13 General Manager

Chapter 14 Supervisory committee

Chapter 15 Qualifications and obligations of directors, supervisors,general managers and senior management staffs of the Company

Chapter 16 Financial and accounting system Chapter 17 Distribution of profits

Chapter 18 Appointment of firm of accountants

Chapter 19 Labour management and staff and trade union Chapter 20 Merger and division of the Company

Chapter 21 Dissolution and liquidation Chapter 22 Amendments to articles Chapter 23 Notices

Chapter 24 Resolution of disputes Chapter 25 Interpretation

安徽海螺水泥股份有限公司

ANHUI CONCH CEMENT COMPANY LIMITED

(a joint stock limited company established in

the People's Republic of China with limited liability)

ARTICLES OF ASSOCIATION

(first adopted on 1 September 1997 and updated up to 6 September 2012) CHAPTER 1 GENERAL PROVISIONS

Article 1 The Company is a joint stock limited company established in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the "State Council Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies" (hereinafter referred to as the "Special Regulations") and other relevant laws and administrative regulations of the People's Republic of China ("PRC").

The establishment of the Company has been approved by the State Commission for Restructuring the Economic Systems ("State Restructuring Commission") under document number Ti Gai Sheng [1997] No.140. The Company was established by the promotion method on 1 September 1997 and was registered on 1 September 1997 with the Anhui Provincial Administration for Industry and Commerce and has obtained a business licence. The Company's business licence number is 340000000000081.

The promoter of the Company is Anhui Conch Holdings Company Limited.

Article 2 The registered Chinese name of the Company: 安徽海螺水泥股份有限公 司

The registered English name of the Company: Anhui Conch Cement Company Limited

Article 3 The legal address of the Company: 39, Wenhua Road, Wuhu City, Anhui Province, PRC, the People's Republic of China

Postal code: 241000

Telephone no.: 86 839 8927 / 839 8911

Fax: 86 553839 8931

Article 4 The legal representative of the Company is the chairman of its board of directors.

Article 5 The Company is a joint stock limited company of perpetual existence.

Article 6 These Articles became effective upon its approval by a special resolution passed the shareholders in general meeting in substitution for the Company's articles of association previously registered with the Administration for Industry and Commerce.

Article 7 The provisions of these Articles are prepared mainly on the basis of the Company Law, the Mandatory Provisions for the Articles of Association of Companies Listed Overseas (Zheng Wei Fa (1994) No. 21) ("Mandatory Provisions") issued on 27 August 1994 by the State Council Securities Commission and the State Restructuring Commission and the Opinion Letter Regarding Supplemental Amendments to the Articles of Association of Companies Listed in Hong Kong (Zheng Jian Hai Han (1995) No. 1) issued on 3 April 1995 by the Overseas Listing Division of the China Securities Regulatory Commission and the Production System Department of the State Restructuring Commission. Amendment to any Article which incorporates the Mandatory Provisions shall comply with the procedure set forth in Article 203.

Article 8

Article 9

From the effective date of these Articles of Association, these Articles shall constitute a legal document regulating the constitution and activities of the Company, the rights and obligations between the Company and its shareholders and the shareholders inter se.

These Articles are binding upon the Company and its shareholders, directors, supervisors, general manager and other senior management staff. The foregoing persons may, in accordance with the provisions of these Articles, institute claims in relation to all matters relating to the Company.

Shareholders may bring proceedings against the Company in accordance with these Articles; the Company may bring proceedings against the shareholders in accordance with these Articles; a shareholder may bring proceedings against other shareholders in accordance with these Articles; and the shareholders may bring actions against directors, supervisors, general manager and other senior management staff of the Company in accordance with these Articles.

For the purposes of the preceding paragraph, proceedings include proceedings commenced in court and arbitration proceedings commenced in arbitration tribunals.

Article 10

Article 11

The entire capital of the Company is divided into shares of equal nominal value. The liability of the shareholders to the Company is limited to the amount payable on subscription of the shares held by them. The Company shall be liable for its debts to the extent of all its assets.

Subject to compliance with applicable laws and regulations, the Company