2083467b-21d7-4a6f-8a50-72d00e657a97.pdf

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



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)


NOTICE OF 2015 ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the 2015 annual general meeting (the "AGM") of Anhui Conch Cement Company Limited (the "Company") will be held at No. 39 Wenhua Road, Wuhu City, Anhui, the People's Republic of China ("PRC"), at 3:00 p.m. on Thursday, 2 June 2016.


The AGM is to be held for transacting the following businesses:


AS ORDINARY RESOLUTIONS


  1. To consider and approve the report of the board ("Board") of directors of the Company ("Director(s)") for the year ended 31 December 2015.


  2. To consider and approve the report of the supervisory committee of the Company ("Supervisory Committee") for the year ended 31 December 2015 (please refer to Appendix II to the circular of the Company dated 15 April 2016 ("Circular") of which this notice forms part).


  3. To consider and approve the audited financial reports prepared in accordance with the PRC Accounting Standards and the International Financial Reporting Standards respectively for the year ended 31 December 2015.


  4. To consider and approve the Company's 2015 profit appropriation proposal (details of which are set out in item no.(2) entitled "Profit Appropriation Proposal" of the "Report of the Directors" contained in the Company's annual report for the year ended 31 December 2015 and on pages 4 to 5 of the Circular).

  5. To consider and approve the resolution regarding the reappointment of KPMG Huazhen LLP and KPMG as the PRC auditors and international financial auditors of the Company respectively, the reappointment of KPMG Huazhen LLP as the internal control auditor of the Company, and authorising the Board to determine the remuneration of the auditors according to the business scale of the Company and the required audit work.


  6. To consider and vote on the resolution regarding the provision of guarantee by the Company in respect of the bank borrowings of its 14 subsidiaries.


  7. To consider and approve the re-election (where applicable) and appointment of each of the following retiring or new (as the case may be) directors of the Company for a term commencing on 2 June 2016 til the date of the expiry of the 7th session of the Board, which is expected to be

    1 June 2019 (each of which resolutions set out below in respect of the re-election or appointment of each proposed Director shall be considered and passed as a separate resolution by the Company's shareholders at the AGM):


    1. To elect and appoint Mr. Gao Dengbang as an executive Director.


    2. To elect and appoint Mr. Wang Jianchao as an executive Director.


    3. To elect and appoint Mr. Wu Bin as an executive Director.


    4. To elect and appoint Mr. Ding Feng as an executive Director.


    5. To elect and appoint Mr. Zhou Bo as an executive Director.


    6. To elect and appoint Mr. Yang Mianzhi as an independent non-executive Director.


    7. To elect and appoint Mr. Tai Kwok Leung as an independent non-executive Director.


    8. To elect and appoint Mr. Tat Kwong Simon Leung as an independent non-executive Director.


    9. Biographical details of the above proposed Directors are set out in Appendix I to the Circular.


    10. To consider and approve the re-election (where applicable) and appointment of each of the following retiring or new (as the case may be) supervisors of the Company ("Supervisor(s)") for a term commencing on 2 June 2016 til the date of the expiry of the 7th session of the Supervisory Committee, which is expected to be 1 June 2019 (each of which resolutions set out below in respect of the re-election or appointment of each proposed supervisor of the Company shall be considered and passed as a separate resolution by the Company's shareholders at the AGM):


      1. To elect and appoint Mr. Qi Shengli as a Supervisor.

      2. To elect and appoint Mr. Wang Pengfei as a Supervisor.


        Biographical details of the above proposed Supervisors are set out in Appendix I to the Circular.


        AS SPECIAL RESOLUTIONS


      3. To consider and approve, by way of passing as a special resolution, the following amendments to the articles of association of the Company ("Articles"):


        Deleting the entirety of the existing Article 98 which reads:


        Article 98 The Company shall establish a board of directors, which shall consist of 8 directors, comprising 1 chairman; the 8 directors shall include executive directors and non- executive directors (including independent non-executive directors).


        and replacing it with the following provision:


        Article 98 The Company shall establish a board of directors, which shall consist of 8 directors, comprising 1 chairman and 1 deputy chairman; the 8 directors shall include executive directors and non-executive directors (including independent non- executive directors).


      4. To consider and approve the following resolution by way of passing as a special resolution:


        1. THAT subject to the restrictions under paragraphs (c) and (d) below and in accordance with the requirements of The Rules Governing the Listing of Securities (the "HKSE Listing Rules") on The Stock Exchange of Hong Kong Limited ("HK Stock Exchange"), the Company Law of the PRC, and other applicable laws and regulations (in each case, as amended from time to time), an unconditional mandate be and is hereby granted at the AGM to the Board to exercise once or in multiple times during the "Relevant Period" (as defined below) all the powers of the Company to allot and issue overseas listed foreign shares ("New Shares") on such terms and conditions as the Board may determine and that, in the exercise of their powers to allot and issue shares, the authority of the Board shall include (without limitation):


          1. the determination of the class and number of the New Shares to be allotted;


          2. the determination of the issue price of the New Shares;


          3. the determination of the opening and closing dates of the issue of New Shares;


          4. the determination of the class and number of New Shares (if any) to be issued to the existing shareholders;

          5. to make or grant offers, agreements and options which might be required by the exercise of such powers; and


          6. in the case of an offer or issue of shares to the shareholders of the Company, excluding shareholders who are residents outside the PRC or the Hong Kong Special Administrative Region on account of prohibitions or requirements under overseas laws or regulations or for some other reasons which the Board considers expedient;


          7. the powers granted to the Board of the Company under paragraph (a) above include during the "Relevant Period" (as defined below) making or granting offers, agreements and options which might require the relevant shares being allotted and issued after the expiry of the "Relevant Period";


          8. the number of the overseas listed foreign shares to be allotted or conditionally or unconditionally agreed to be allotted (whether pursuant to the exercise of options or otherwise) by the Board of the Company pursuant to the authority granted under paragraph (a) above (excluding any shares which may be allotted upon the conversion of the capital reserve into capital in accordance with the Company Law of the PRC or the Articles) shall not exceed 20 per cent (20%) of that of the overseas listed foreign shares of the Company in issue as at the date of passing of this Resolution;


          9. the Board of the Company in exercising the powers granted under paragraph (a) above shall (i) comply with the Company Law of the PRC, other applicable laws and regulations of the PRC, and the HKSE Listing Rules (in each case, as amended from time to time) and

            (ii) be subject to the approval of China Securities Regulatory Commission ("CSRC") and relevant authorities of the PRC;


          10. for the purposes of this Resolution, the "Relevant Period" means the period from the date of the passing of this Resolution until whichever is the earlier of:


            1. the conclusion of the next annual general meeting of the Company; or


            2. the date on which the powers granted by this Resolution are revoked or varied by a special resolution of the Company in an annual general meeting; or


            3. the date falling 12 months from the date of passing of this Resolution;


            4. the Board shall, subject to the relevant approval of the relevant authorities and the exercise of the powers granted under paragraph (a) above in accordance with the Company Law of the PRC and other applicable laws and regulations of the PRC, increase the Company's registered capital to such amount as shall equal the aggregate nominal amounts of the relevant shares allotted upon the exercise of the powers granted under paragraph (a) provided that the registered capital of the Company shall not exceed 120 per cent (120%) of the amount of registered capital of the Company as at the date of passing of this Resolution;

            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=2111331242