West China Cement : FIRST QUARTERLY RESULTS OF 2016 OFYAOBAI AND ITS SUBSIDIARIES

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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) FIRST QUARTERLY RESULTS OF 2016 OF YAOBAI AND ITS SUBSIDIARIES

Reference is made to the announcements of West China Cement Limited (the "Company", together with its subsidiaries, the "Group") dated 10 March 2016 and 15 March 2016 in relation to the issuance of the Short-term Notes by Yaobai (collectively, the "Announcements"). This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance. This announcement is also made by the Company pursuant to Rule 10 of the Hong Kong Code on Takeovers and Mergers ("Takeovers Code"). Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Announcements.

Yaobai, an indirectly wholly-owned subsidiary of the Company incorporated in the PRC, has successfully registered with the National Association of Financial Market Institutional Investors of the PRC (中國銀行間市場交易商協會) the issue approval of the Short-term Notes with an aggregate principal amount of RMB1,200,000,000. On 15 March 2016, Yaobai completed the issuance of the first tranche of the Short-term Notes. The first tranche of the Short-term Notes was issued in the principal amount of RMB800 million, at the interest rate of 5.5% per annum, and with a term of one year. Relevant documents containing the details of the issue of the Short- term Notes are available on the websites of China Money (http://www.chinamoney.com.cn).

According to the Rules for Information Disclosure on Debt Financing Instruments of Non-

financial Enterprises in the Inter-bank Bond Market 《(

銀 行 間 債 券 市 場 非 金 融 企 業 債 務

融 資 工 具 信 息 披 露 規 則 》) (the "PRC Regulations") and the terms of the Short-term Notes, Yaobai and its subsidiaries ("Yaobai Group") is required to publish its quarterly results for the three months ended 31 March 2016 (the "Quarterly Results") on the website of China Money during the one-year term of the Short-term Notes.

Shareholders of the Company ("Shareholders") and potential investors are advised that the Quarterly Results are unaudited and prepared in accordance with the PRC GAAP. There are thus a number of accounting treatments and other differences between the quarterly results of Yaobai Group ("Yaobai Group Results"), and the interim and final results of the Company which are prepared in accordance with IFRS. These differences include, amongst others:

1. the exclusion of the results of the Shaanxi Fuping Cement Company Ltd ("Fuping Cement Ltd") from the Yaobai Group Results, as Fuping Cement Ltd is an indirect subsidiary of the Company;

2. only part of the interests payable under the Senior Notes are included in the Yaobai Group Results, with the balance being accounted for under the Company's accounts, and there is no foreign exchange translation differences of these Senior Notes in the Yaobai Group Results; and

3. none of the expenses of the Company's offshore entities are included in the Yaobai Group Results.

To ensure that all shareholders and potential investors of the Company have equal and timely access to the information pertaining to the Company, set forth below are the Quarterly Results prepared in accordance with the PRC GAAP, which is also published simultaneously on the website of China Money.

Reference is also made to the joint announcements issued by the Company, Anhui Conch Cement Company Limited ("Conch Cement") and Conch International Holdings (HK) Limited (the "Offeror") dated 27 November 2015, 29 December 2015 and 29 February 2016 (the "Joint Announcements") and the circular issued by the Company dated 31 December 2015 (the "Circular") in relation to, among other matters, the proposed acquisition of four target companies by the Group from Conch Cement and the possible mandatory unconditional cash offers (the "Offers") by Optima Capital Limited for and on behalf of the Offeror for all the issued securities in the Company (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it and those held by persons who agreed to execute the letters of undertaking).

Pursuant to Rule 10 of the Takeovers Code, the Quarterly Results constitutes a profit forecast and must be reported on by the Company's financial advisers and its accountants or auditors in accordance with note 1(c) to Rules 10.1 and 10.2 under the Takeovers Code, and their reports (the "Profit Estimate Reports") must be lodged with the Executive Director of the Corporate Finance Division of the Securities and Futures Commission ("Executive") as required under Rule 10.4 of the Takeovers Code.

Taking into account (i) the practical difficulties in terms of the additional time required for the preparation of the Profit Estimate Reports by the Company's financial adviser and auditor; and (ii) the requirements of timely disclosures of the inside information under Rule 13.09(2) of the Listing Rules, Part XIVA of the Securities and Futures Ordinance and the PRC Regulations, the Company has encountered genuine practical difficulties in meeting the reporting requirements set out in Rule 10.4 of the Takeovers Code and hence the Profit Estimate Reports have not been prepared as required under Rule 10 of the Takeovers Code as at the date of this announcement. However, the Quarterly Results will be repeated in full and reported on and the Profit Estimate Reports will be included in next document to be sent to Shareholders in compliance with the requirements of the Takeovers Code, which is expected to be the composite document in relation to the Offers.

WARNING: Shareholders and potential investors in the Company should note that the Quarterly Results do not meet the standard required by Rule 10 of the Takeovers Code. Shareholders of the Company and potential investors should exercise caution in placing reliance on the Quarterly Results in assessing the merits and demerits of the possible transactions described in the Joint Announcements and the Offers when dealing in the securities of the Company.

1. Balance Sheet

Prepared by: Yaobai Special Cement Group Co., Ltd Unit: RMB

Items	As at 31 March 2016 Consolidated	As at 31 December 2015 Consolidated	As at 31 March 2016 Yaobai	As at 31 December 2015 Yaobai
Current Assets:
Monetary capital	476,703,762	420,627,028	403,281,278	312,818,278
Balances with clearing companies	-	-	-	-
Lending to banks and other financial institutions	-	-	-	-
Financial assets at fair value through profit or loss for the current period	-	-	-	-
Derivative financial assets	-	-	-	-
Notes receivable	27,003,298	79,894,375	10,842,210	30,130,000
Accounts receivable	328,331,415	329,850,354	16,163,156	17,265,086
Advance payments	41,507,140	47,975,381	2,776,895	1,821,897
Premiums receivable	-	-	-	-
Reinsurance accounts receivable	-	-	-	-
Reinsurance contract reserve receivables	-	-	-	-
Interests receivable	-	-	-	-
Dividends receivable	-	-	-	-
Other receivables	294,742,042	288,280,647	4,288,976,942	4,212,046,010
Financial assets purchased under agreements to resell	-	-	-	-
Inventories	477,205,300	519,865,467	34,532,978	45,860,984
Assets classified as held-for-sale	-	-	-	-
Non-current assets due within one year	-	-	-	-
Other current assets	378,048,124	309,337,676	268,362,257	250,475,599
Total current assets	2,023,541,081	1,995,830,928	5,024,935,716	4,870,417,855