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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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of West China Cement Limited (the ''Company'') will be held at Conrad Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Friday, 12 May 2017 at 10: 00 a.m. for the following purposes:

ORDINARY BUSINESS

To consider and, if thought fit, pass the resolutions (with or without modifications) as ordinary resolutions of the Company.

  1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the ''Directors'') and the auditors of the Company for the year ended 31 December 2016;

  2. To re-elect the following Directors:

    1. Mr. Ma Zhaoyang as a non-executive Director;

    2. Mr. Lee Kong Wai Conway as an independent non-executive Director; and

    3. Mr. Wong Kun Kau as an independent non-executive Director.

    4. To authorise the board of Directors to fix the Directors' remuneration;

    5. To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and authorise the board of Directors to fix their remuneration;

      SPECIAL BUSINESS

    6. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

      ''THAT:

      1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

      2. the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

      3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''); or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

      4. for the purposes of this resolution:

        ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:

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

        2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

        3. the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting; and

          ''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of ordinary shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory outside Hong Kong).'';

        4. To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

          ''THAT:

          1. subject to paragraphs (c)-(e) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to make market purchases of issued shares in the capital of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

          2. the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;

          3. the aggregate nominal amount of shares of the Company which are authorised to be purchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly;

          4. the minimum price, exclusive of any expenses, which may be paid for a share in the share capital of the Company pursuant to the approval in paragraph (a) above is

            £0.002 each, being the nominal value of the shares;

          5. the maximum price, exclusive of any expenses, which may be paid for an ordinary share of the Company pursuant to the approval in paragraph (a) above shall be the higher of:

            1. an amount equal to 110% of the average middle market quotation for ordinary shares of the Company taken from the Hong Kong Stock Exchange Daily Official List for five business days immediately preceding the day on which such shares are to be contracted to be purchased; and

            2. the higher of the price of the last independent trade and the highest current independent bid on the Hong Kong Stock Exchange Daily Official List at the time the purchase is carried out; and

            3. for the purposes of this resolution:

              ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:

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

              2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

              3. the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.'';

              4. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

                5. ''THAT conditional upon the passing of resolutions nos. 5 above and 6 above, the general mandate to the Directors pursuant to resolution no. 5 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company purchased by the Company under the authority granted pursuant to the resolution no. 6, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.''

                Yours faithfully

                By Order of the Board Mr. ZHANG Jimin Chairman

                Hong Kong, 18 April 2017

                Notes:

                1. A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

                2. In the case of joint holders of any Shares such persons shall not have the right of voting individually in respect of such shares but shall elect one of their number to represent them and to vote whether personally or by proxy in their name. In default of such election the person whose name appears first in order in the register of members of the Company in respect of such share shall be the only person entitled to vote in respect thereof.

                3. In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. The proxy form will be published on the website of the Stock Exchange.

              West China Cement Ltd. published this content on 13 April 2017 and is solely responsible for the information contained herein.
              Distributed by Public, unedited and unaltered, on 18 April 2017 07:18:25 UTC.

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