E160212A 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.




WEST CHINA CEMENT LIMITED

國 西 水 泥

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

(Stock Code: 2233)


POLL RESULT OF THE EXTRAORDINARY GENERAL MEETING HELD ON 19 JANUARY 2016

IN RELATION TO

  1. MAJOR AND CONNECTED TRANSACTION OF THE COMPANY IN RELATION TO THE ACQUISITION OF TARGET COMPANIES

    AND

  2. PROPOSED GRANT OF SPECIFIC MANDATE OF THE COMPANY TO ALLOT AND ISSUE THE CONSIDERATION SHARES

Reference is made to the circular of West China Cement Limited (the ''Company'') dated 31 December 2015 (the ''Circular'') and the notice of extraordinary general meeting (''EGM'') of the Company dated 31 December 2015. Unless otherwise defined herein, terms defined in the Circular shall have the same meanings when used in this announcement.


The Board is pleased to announce that at the EGM held on 19 January 2016, the proposed resolution (the ''Resolution'') set out in the notice of EGM of the Company dated 31 December 2015 was duly passed by way of poll.

The voting result of the poll taken at the EGM in respect of the Resolution is set out as follows:



Ordinary Resolution

Number of Votes (%)

For

Against

THAT


2,148,200,397


47,047,650

(a) the Acquisition Agreement and the Supplemental

Agreement (each as defined in the Circular) and the

(97.86%)

(2.14%)

transactions contemplated thereunder including,

without limitation, the Transaction (as such terms are

defined in the Circular) be and are hereby approved,

confirmed and ratified;

(b) conditional upon the Stock Exchange granting the

listing of, and the permission to deal in, the

Consideration Shares, the Directors be and are hereby

generally and specifically authorised to allot and issue

the Consideration Shares; and

(c) the Directors be and are hereby authorised to perform

all such acts, deeds and things and execute all

documents as they consider necessary or expedient to

effect and implement the Acquisition Agreement, the

Supplemental Agreement and the transactions

contemplated thereunder and the amendments thereto

which are not material in the context of the entire

Transaction as a whole.


As more than half of the votes were cast in favour of the Resolution, the Resolution was duly passed as ordinary resolution of the Company at the EGM.


As at the date of the EGM, the total number of issued Shares of the Company was 5,420,807,820. As indicated in the Circular, Conch International and its associates, which owned a total of 1,147,565,970 Shares, representing approximately 21.2% of the entire issued share capital of the Company as at the EGM, have a material interest in the Transaction. Accordingly, Conch International and its associates were required to and did abstain from voting on the Resolution.


The total number of Shares entitling the holders to attend and vote for or against the Resolution at the EGM was 4,273,241,850. Save as disclosed above and so far as it is known to the Company, there were no other Shares entitling the holder to attend the EGM and abstain from voting in favour of the Resolution as set out in Rule 13.40 and/or 14A.36 of the Listing Rules, nor were there any Shares of holders that are required under the Listing Rules to abstain from voting.

Computershare Hong Kong Investor Services Limited, the share registrar of the Company, was appointed as the scrutineer for the purpose of the poll-taking at the EGM.

By order of the Board

West China Cement Limited Zhang Jimin

Chairman


Hong Kong, 19 January 2016


As at the date of this announcement, the executive Directors are Mr. Zhang Jimin and Dr. Ma Weiping, the non-executive Directors are Mr. Ma Zhaoyang, Ms. Liu Yan and Mr. Qin Hongji and the independent non-executive Directors are Mr. Lee Kong Wai, Conway, Mr. Wong Kun Kau and Mr. Tam King Ching, Kenny.

West China Cement Ltd. issued this content on 2016-01-19 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-19 11:47:03 UTC

Original Document: http://www.westchinacement.com/downloads/en/ann160119.pdf