E161004A_West China Cement 1..4

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)


ANNOUNCEMENT


PROPOSED ISSUE OF SHORT-TERM NOTES IN THE PRC BY YAOBAI SPECIAL CEMENT GROUP CO., LTD.,

AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY


PROPOSED ISSUE OF SHORT-TERM NOTES BY YAOBAI


The Board is pleased to announce that, 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 (行間市場交

) the proposed issue of the Short-term Notes with an aggregate principal amount of

RMB1,200,000,000 and proposes to issue first tranche of the Short-term Notes with a principal amount of RMB800,000,000 to investors in the national inter-bank market in the PRC on or about 15 March 2016.


In connection with the proposed issue of the first tranche of the Short-term Notes, Yaobai has published, among other things, an offering circular in the PRC to provide investors with certain information concerning the terms and conditions of the Short-term Notes, credit rating reports and the financial information of Yaobai and its subsidiaries for the three years ended 31 December 2012, 2013 and 2014, and the nine months ended 30 September 2015 on the website of China Money (www.chinamoney.com.cn) on 10 March 2016.


Shareholders and prospective investors are cautioned not to unduly rely on such information and are reminded to exercise caution when dealing in the Shares.


As the proposed issue of the Short-term Notes may or may not materialize. Shareholders and investors are reminded to exercise caution when dealing in the securities of the Company.


The Board is pleased to announce that, 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 (行間市場交) the

proposed issue of the Short-term Notes with an aggregate principal amount of RMB1,200,000,000 and proposes to issue first tranche of the Short-term Notes with a principal amount of RMB800,000,000 to investors in the national inter-bank market in the PRC on or about 15 March 2016.


First tranche of the Short-term Notes are of a term of one year and form part of the Short- term Notes of Yaobai. Depending on market conditions, Yaobai may until March 2018, being the validity of the registration of the Short-term Notes, determine the time and size of each issue. After the issuance of the first tranche of the Short-term Notes, Yaobai may within the validity of the registration, determine whether or not to issue, and the terms of, further notes.

Particulars of the Short-term Notes are as follows:

Issuer: Yaobai


Aggregate maximum amount of the Short-term Notes:

RMB1,200,000,000


Principal amount of the first tranche of the Short-term Notes:

RMB800,000,000


Date of issue of the first tranche of the Short-term Notes:

On or about 15 March 2016


Maturity: Term of one year


Interest rate: To be determined according to the prevailing market conditions at the time of issue based on the results of book building and investors' interest. Interest will be payable annually


Target: Investors in the national inter-bank market in the PRC and will not be extended to the general public

Underwriter/Bookrunner: Agricultural Bank of China Limited

Credit rating: As assessed by China Lianhe Credit Rating Co., Ltd. (聯合信評估有限公司), the Short-term Notes have

been given A-1 rating and the issuer of the Short-term Notes have also been given AA rating


Use of proceeds: The proceeds from the issue of the Short-term Notes will be used for repayment of part of the bank loans and for general working capital of the Group


The Board is of the view that the issue of the Short-term Notes will enhance the Group's recognition in the PRC financial market and will provide the Group with an additional source of funding for its business development. Given that the issue of the Short-term Notes will provide the Company with more financial flexibility, the Directors (including the independent non-executive Directors) consider that the issue of the first tranche of the Short- term Notes is in the interest of the Company and its Shareholders as a whole.


Shareholders and prospective investors are cautioned not to unduly rely on such information and are reminded to exercise caution when dealing in the Shares.


As the proposed issue of the Short-term Notes may or may not materialize. Shareholders and investors are reminded to exercise caution when dealing in the securities of the Company.

GENERAL

The Group is principally engaged in the production and sale of cement in the PRC.

DEFINITIONS


In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:

''Board'' the board of directors of the Company;

''Company'' West China Cement Limited, a company incorporated in Jersey with limited liability, the shares of which are listed on the main board of the Stock Exchange;

''Director(s)'' the director(s) of the Company;

''Group'' the Company and its subsidiaries;

''Hong Kong'' Hong Kong Special Administrative Region of the PRC;

''Listing Rules'' Rules Governing the Listing of Securities on the Stock

Exchange;


''PRC'' the People's Republic of China and, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

''RMB'' Renminbi, the lawful currency of the PRC;

''Shareholder(s)'' shareholder(s) of the Company;

''Short-term Notes'' one year short-term notes of RMB1,200,000,000 in principal

amount proposed to be issued by Yaobai;

''Stock Exchange'' The Stock Exchange of Hong Kong Limited; and

''Yaobai''水泥集限公司 (Yaobai Special Cement Group Co, Ltd.*), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company.


By Order of the Board

West China Cement Limited Zhang Jimin

Chairman


Hong Kong, 10 March 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.

* For identification purpose only.

West China Cement Ltd. issued this content on 10 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 11 March 2016 05:48:11 UTC

Original Document: http://www.westchinacement.com/downloads/en/ann160310.pdf