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.

WEST CHINA CEMENT LIMITED

中 國 西 部 水 泥 有 限 公 司

(Incorporated in Jersey with limited liability, with registered number 94796)

(Stock Code: 2233)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'').
The board of directors (the ''Directors'') of West China Cement Limited (the ''Company'', together with its subsidiaries, the ''Group'') hereby announces that the Company has granted share options (the ''Share Options'') under its share option scheme adopted on 31
March 2010 to certain Directors and employees of the Group (collectively, the ''Grantees'') which, subject to the acceptance of the Share Options by the Grantees, will enable the Grantees to subscribe for an aggregate of 52,100,000 new shares of £0.002 each (the

''Shares'') in the share capital of the Company, representing approximately 1.15% of the issued share capital of the Company. A summary of such grant is set out below:

Date of grant : 24 March 2014 (the ''Date of Grant'')
Exercise price of the Share
Options granted
: HK$0.91, which represents the highest of (i) the closing price of HK$0.91 per Share as stated in the daily quotation sheets issued by The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') on the Date of grant; (ii) the average closing price of HK$0.834 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five full trading days immediately preceding the Date of Grant; and (iii) the nominal value of the Shares.
Total Number of Share
Options granted
: 52,100,000 Share Options

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Closing price of the Shares on the Date of Grant
: HK$0.91 per Share
Validity period of the Share
Options
: 10 years commencing from the Date of Grant (i.e. 24
March 2014 to 23 March 2024), both days inclusive
Vesting/Performance conditions
: Vesting of the Share Options is conditional upon the achievement of certain performance targets as set out in the respective offer letters, including among others, achievement of strategic goals and financial and operational performance targets, during the vesting period and the exercise period of the Share Options.
A total of 18,700,000 Share Options were granted to ten Directors, whereas a total of
33,400,000 Share Options were granted to certain employees of the Group, details of which are as follows:
Grantee Position held in the Group
Number of Share Options Granted
Mr. Zhang Jimin Executive Director and a substantial shareholder of the Company
3,700,000
Mr. Tian Zhenjun Executive Director 3,100,000
Mr. Wang Jianli Executive Director 2,500,000
Ms. Low Po Ling Executive Director 3,400,000
Mr. Ma Zhaoyang Non-executive Director 1,000,000
Mr. Ma Weiping Non-executive Director 1,000,000
Mr. Lee Kong Wai, Conway Independent non-executive Director 1,000,000
Mr. Wong Kun Kau Independent non-executive Director 1,000,000
Mr. Tam King Ching, Kenny Independent non-executive Director 1,000,000

Mr. Xu Delong Independent non-executive Director 1,000,000
Sub-total of Share Options granted to Directors
18,700,000
Sub-total of Share Options granted to other employees of the Group
33,400,000

Total 52,100,000
The grant of Share Options to each of the above Director has been approved by the independent non-executive Directors (excluding such relevant independent non-executive Director who is the Grantee of the Share Options).

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Save as disclosed above, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined in the Listing Rules).
Subject to the abovementioned vesting or performance conditions, the Share Options with respect to a Grantee will be exercisable in the following manner:
(i) 25% of the Share Options will be exercisable at any time on and after the end of first anniversary of the grant of the Share Options;
(ii) up to 25% of the Share Options and any Share Options that have not been exercised as referred in paragraph (i) above will be exercisable at any time commencing from the end of the second anniversary of the grant of the Share Options;
(iii) up to 25% of the Share Options and any Share Options that have not been exercised as referred in paragraphs (i) and (ii) above will be exercisable at any time commencing from the end of third anniversary of the grant of the Share Options; and
(iv) up to 25% of the Share Options and any Share Options that have not been exercised as referred in paragraphs (i) to (iii) above will be exercisable at any time commencing from the end of fourth anniversary of the grant of the Share Options.
No Share Options will be exercisable after the expiry of its term.
By Order of the Board West China Cement Limited Zhang Jimin
Chairman
Hong Kong, 24 March 2014
As at the date of this announcement, the executive Directors are Mr. Zhang Jimin, Mr. Wang Jianli, Ms. Low Po Ling and Mr. Tian Zhenjun, the non-executive Directors are Mr. Ma Zhaoyang and Mr. Ma Weiping, and the independent non-executive Directors are Mr. Lee Kong Wai, Conway, Mr. Wong Kun Kau, Mr. Tam King Ching, Kenny and Mr. Xu Delong.

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