85309ed5-72cf-45ae-8ad6-fa11b1033cb2.pdf If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.


If you have sold or transferred all your shares in ANHUI CONCH CEMENT COMPANY LIMITED (the "Company"), you should at once hand this circular together with the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).


Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.



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)


PROPOSALS FOR:
  1. PROFIT APPROPRIATION (INCLUDING PROPOSED DECLARATION OF FINAL DIVIDEND);
  2. GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES;
  3. PROVISION OF GUARANTEE BY THE COMPANY TO ITS SUBSIDIARIES;
  4. RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS OF THE COMPANY; AND
  5. AMENDMENTS TO THE ARTICLES


A notice convening the AGM of the Company is set out on pages 21 to 26 of this circular.


Any Shareholder(s) entitled to attend and vote at the AGM are entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. If you intend to appoint a proxy to attend the AGM and vote on your behalf, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's H Share registrar in Hong Kong, Hong Kong Registrars Limited, at 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment hereof should you so wish.


A reply slip for use at the AGM is enclosed with this circular. If you intend to attend the AGM, you are requested to complete the accompanying reply slip in accordance with the instructions printed thereon and return the same to the office of the Company or the Company's H Share registrar in Hong Kong on or before Thursday, 12 May 2016.


15 April 2016


Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Proposal for profit appropriation (including the proposed declaration of Final Dividend) . . 4

Proposal for grant of Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Proposal for provision of the Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Proposal for appointment of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Proposal for appointment of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Proposal for amendments to the Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Closure of books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Appendix I Biographical details of the Directors and Supervisors proposed for appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Appendix II Report of the Supervisory Committee for the year 2015 . . . . . . . . . . . . . . . 18 Appendix III Details on provision of the Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

In this circular, unless otherwise indicated in the context, the following expressions have the following meanings:


"A Share(s)" domestic share(s) of the Company, with nominal value of RMB1.00 each


"AGM" the 2015 annual general meeting of the Company to be held at the place of registration of the Company at No. 39 Wenhua Road, Wuhu City, Anhui Province, the PRC on Thursday, 2 June 2016 at 3:00 p.m.


"Articles" the articles of association of the Company


"Board" the board of Directors of the Company


"Company" Anhui Conch Cement Company Limited (安徽海螺水泥股份有限 公司) (stock code: 00914), a joint stock limited company

incorporated in the PRC and whose H Shares are listed on the HK Stock Exchange and A Shares are listed on the Shanghai Stock Exchange


"Company Law" the Company Law of the PRC


"Conch Holdings" Anhui Conch Holdings Co., Ltd., a controlling shareholder of the Company


"CSRC" China Securities Regulatory Commission


"Director(s)" the director(s) of the Company


"Final Dividend" the proposed final dividend of RMB0.43 per Share (tax inclusive) for FY2015 on the basis of a total of 5,299,302,579 Shares in issue as at the Latest Practicable Date


"FY2014" the financial year of the Company ended 31 December 2014


"FY2015" the financial year of the Company ended 31 December 2015


"Group" the Company and its subsidiaries


"Guarantee" the guarantee to be provided by the Company in respect of the bank borrowings of its 14 subsidiaries, details of which are set out in Appendix III to this circular

"H Share(s)" overseas-listed foreign shares of the Company, with a nominal value of RMB1.00 each


"HKSE Listing Rules" the Rules Governing the Listing of Securities on the HK Stock

Exchange


"HK Stock Exchange" The Stock Exchange of Hong Kong Limited


"Hong Kong" the Hong Kong Special Administrative Region of the PRC


"Issue Mandate" subject to the conditions set out in the relevant resolution, the general mandate to be given to the Board to exercise the power of the Company to allot, issue or deal with new Shares of the Company


"Latest Practicable Date" 8 April 2016, being the latest practicable date prior to the printing

of this circular for ascertaining certain information of this circular "PRC Accounting Standards" China Accounting Standards for Business Enterprises

"PRC" or "China" the People's Republic of China


"Remuneration and Nomination Committee"

the remuneration and nomination committee of the Board


"RMB" Renminbi, the lawful currency of the PRC


"SFO" Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)


"Share(s)" collectively, A Share(s) and H Share(s) and, where the context so requires, any or all of such A Shares and H Shares


"Shareholder(s)" the registered holder(s) of A Shares and/or H Shares


"Supervisor(s)" supervisor(s) of the Company "Supervisory Committee" the supervisory committee of the Company

Anhui Conch Cement Company Ltd. issued this content on 14 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 April 2016 09:22:30 UTC

Original Document: http://english.conch.cn/dt2111111236.asp?docid=2111331243