E155152A_West China Cement 1..3

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.


This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of West China Cement nor shall there be any sale, purchase or subscription for securities of West China Cement in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.


CONCH INTERNATIONAL HOLDINGS (HK) LIMITED

股 ( 香) 公 司

(Incorporated in Hong Kong with limited liability)

ANHUI CONCH CEMENT COMPANY LIMITED

水 泥 股 份 有 公 司

(A joint stock limited company incorporated in the People's Republic of China)

WEST CHINA CEMENT LIMITED

國 西 水 泥 公 司

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

(Stock Code: 914) (Stock Code: 2233)

West China Cement Limited US$400 MILLION 6.50% SENIOR NOTES DUE 2019

(Stock Code: 5800)


JOINT ANNOUNCEMENT


DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT IN RELATION TO THE

POSSIBLE MANDATORY UNCONDITIONAL CASH OFFERS BY OPTIMA CAPITAL LIMITED FOR AND ON BEHALF OF THE OFFEROR FOR ALL THE ISSUED SECURITIES IN WEST CHINA CEMENT (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 LETTERS OF UNDERTAKING)


Reference is made to the joint announcement issued by West China Cement Limited (''West China Cement''), Anhui Conch Cement Company Limited (''Conch Cement'') and Conch International Holdings (HK) Limited (''Conch International'' or the ''Offeror'') dated 27 November 2015 (the ''Joint Announcement'') in relation to, among other matters, the Offers and the acquisition of the Target Companies by West China Cement pursuant to the Acquisition Agreement. Capitalised terms used herein have the same meanings as those defined in the Joint Announcement unless the context requires otherwise.


Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, among other things, details of the Offers, together with the relevant form(s) of acceptance and transfer for the Share Offer and the relevant form(s) of acceptance and cancellation for the Option Offer, should be despatched to the Shareholders and Optionholders within 21 days of the date of the Joint Announcement.

As the making of the Offers is subject to the Acquisition Completion, which is in turn subject to certain pre-conditions being satisfied or waived as disclosed in the conditions precedent section in the Joint Announcement. It is expected that at least some of the pre- conditions to the Acquisition Completion, which cannot be waived, cannot be fulfilled within the time period required by Rule 8.2 of the Takeovers Code. An application for consent has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code to extend the latest time for the despatch of the Composite Document to a date within 7 days after the Acquisition Completion or 13 July 2016, whichever is the earlier, and the Executive has granted its consent to such application.


Further announcement will be jointly made by West China Cement, Conch Cement and the Offeror on the timing of the despatch of the Composite Document.


WARNING: SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF WEST CHINA CEMENT AND IF THEY ARE IN ANY DOUBT ABOUT THEIR POSITION, THEY SHOULD CONSULT THEIR PROFESSIONAL ADVISERS.


By order of the board of directors of

Conch International Holdings (HK) Limited

By order of the board of directors of

Anhui Conch Cement Company Limited

By order of the board of directors of

West China Cement Limited

Zhang Mingjing Wang Jianchao Zhang Jimin

Director Vice-chairman Chairman


Hong Kong, 24 December 2015

As at the date of this joint announcement, the Conch Cement Board comprises:


Executive directors Mr. Wang Jianchao Ms. Zhang Mingjing Mr. Zhou Bo

Non-executive director

Mr. Guo Jingbin

Independent non-executive directors

Mr. Wong Kun Kau Mr. Tai Kwok Leung Mr. Zhao Jianguang

As at the date of this joint announcement, the board of directors of the Offeror comprises:


Ms. Zhang Mingjing Mr. Zhou Bo

Mr. Yang Kaifa

As at the date of this joint announcement, the West China Cement Board comprises:

Executive directors

Mr. Zhang Jimin (Chairman)

Dr. Ma Weiping (Chief Executive Officer)

Non-executive directors

Mr. Ma Zhaoyang Mr. Qin Hongji Ms. Liu Yan

Independent non-executive directors

Mr. Lee Kong Wai, Conway Mr. Wong Kun Kau

Mr. Tam King Ching, Kenny


The directors of West China Cement jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror or any of its associates and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Offeror or any of its associates and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.


The directors of the Offeror and the directors of Conch Cement jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the West China Cement Group, Mr. Zhang and parties acting in concert with him), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the West China Cement Group, Mr. Zhang and the parties acting in concert with him) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.

West China Cement Ltd. issued this content on 2015-12-24 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-24 10:59:27 UTC

Original Document: http://www.westchinacement.com/downloads/en/ann151224a.pdf