West China Cement : SUPPLEMENTAL JOINT ANNOUNCEMENT-THE SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT AND THE NEW LETTER OF UNDERTAKING IN RELATION TO (1) MAJOR AND CONNECTED TRANSACTION OF WEST CHINA CEMENT IN RELATION TO THE ACQUISITION OF TARGET COMPANIES (2) DISCLOSEABLE TRANSACTION OF CONCH CEMENT IN RELATION TO THE DISPOSAL OF TARGET COMPANIES AND ACQUISITION OF SHARES IN WEST CHINA CEMENT (3) POSSIBLE MANDATORY UNCONDITIONAL CASH OFFERS BY OPTIMA CAPITAL LIMITED FOR AND ON BEHALF OF THE OFFEROR

E155170A_West China Cement 1..8

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint 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

海 螺 國 際 控 股 ( 香 港 ) 有 限 公 司

(Incorporated in Hong Kong with limited liability)

ANHUI CONCH CEMENT COMPANY LIMITED

安 徽 海 螺 水 泥 股 份 有 限 公 司

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

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: 914) (Stock Code: 2233)

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

(Stock Code: 5800)

SUPPLEMENTAL JOINT ANNOUNCEMENT

THE SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT AND THE NEW LETTER OF UNDERTAKING

IN RELATION TO

1. MAJOR AND CONNECTED TRANSACTION OF WEST CHINA CEMENT IN RELATION TO THE ACQUISITION OF TARGET COMPANIES

2. DISCLOSEABLE TRANSACTION OF CONCH CEMENT IN RELATION TO THE DISPOSAL OF TARGET COMPANIES AND

   ACQUISITION OF SHARES IN WEST CHINA CEMENT

3. 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)

4. PROPOSED GRANT OF SPECIFIC MANDATE OF WEST CHINA CEMENT TO ALLOT AND ISSUE THE CONSIDERATION SHARES AND

5. RESUMPTION OF TRADING IN THE SHARES AND SENIOR NOTES OF WEST CHINA CEMENT

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 (the ''Offeror'' or ''Conch International'') 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 shall have the same meanings as those defined in the Joint Announcement unless the context requires otherwise.

It is noted that:

1. following the issuance of the Consideration Shares and assuming that no further Shares are issued or repurchased before the Acquisition Completion and taking into account the possibility of Share Options held by core connected persons as defined under the Listing Rules (''core connected persons'') of West China Cement being exercised, the public float of West China Cement will fall below 25% upon the Acquisition Completion and the number of Shares held by the public (as defined under the Listing Rules) upon the Acquisition Completion may be lower than what is required under Rule 8.08(1)(a) of the Listing Rules by up to a maximum of 159,762,080 Shares; and

   
   

2. in order to avoid the uncertainty regarding whether Mr. Zhang and Asia Gain would be regarded by the Stock Exchange as being required to abstain from voting as a Shareholder of West China Cement at the EGM in respect of the transactions contemplated under the Acquisition Agreement if they were to execute the letters of guarantee (the ''Letters of Guarantee'') as disclosed in paragraph (iv) of the section headed ''II. The Acquisition Agreement - Letters of Undertaking'' in the Joint Announcement to guarantee, among other things, the timely and continued performance of West China Cement's and Grand Winner's obligations and undertakings under the Acquisition Agreement, as well as the additional time which may be required to resolve such uncertainty, the parties to the Acquisition Agreement considered it desirable to remove the relevant condition precedent to the Acquisition Completion and the relevant obligation on West China Cement which requires the delivery of the Letters of Guarantee (as detailed below).

The Supplemental Agreement

In the light of the above, on 28 December 2015, Grand Winner, West China Cement and Conch Cement entered into a supplemental agreement (the ''Supplemental Agreement'') to amend and supplement certain terms and conditions in the Acquisition Agreement. The material terms of the Supplemental Agreement are as follows.

Pursuant to the Supplemental Agreement,

1. the condition precedent to the Acquisition Completion that ''on the basis that Mr. Zhang and Asia Gain will not be regarded by the Stock Exchange and the SFC as being required to abstain from voting as shareholder of West China Cement at the EGM in respect of the transactions contemplated under the Acquisition Agreement as a result of having signed a letter of guarantee, West China Cement to obtain and deliver to Conch Cement the letters of guarantee from Mr. Zhang and Asia Gain three (3) Business Days prior to the Completion Date'' as disclosed in paragraph (xx) of the section headed ''II. The Acquisition Agreement - Conditions precedent'' in the Joint Announcement is

   deleted from the Acquisition Agreement;

   
   

2. West China Cement shall no longer be required to deliver the Letters of Guarantee, and Conch Cement no longer has the right to obtain the Letters of Guarantee;

3. the form of the Letter of Undertaking to be executed by Mr. Zhang and Asia Gain as disclosed in paragraph (i) of the section headed ''II. The Acquisition Agreement - Letters of Undertaking'' in the Joint Announcement has been amended to the effect that, commencing on the date of execution of such Letter of Undertaking and ending on the earlier of (x) the lapse of the Offers; and (y) closing date of the Offers (the ''Restricted Period''), it/he will not, and will procure the companies controlled by each of it/him respectively not to, (a) purchase any Shares, unless having obtained prior written consent of Conch Cement and West China Cement; (b) sell or agree to sell any Shares held by such person or entity nor, for the avoidance of doubt, accept the Share Offer on any Shares held by such person or entity on the date of execution of the Letter of Undertaking or otherwise make any such Shares available for acceptance of the Share Offer; (c) accept the Option Offer on any Share Options held by such person or entity on the date of execution of the Letter of Undertaking which are not exercised during the Restricted Period or otherwise make any such Share Options available for acceptance of the Option Offer; and (d) accept the Share Offer on any Shares which have been issued to such person or entity during the Restricted Period following the exercise of any Share Options or otherwise make any such Shares available for acceptance of the Share Offer, except that: Asia Gain (and Mr. Zhang will procure Asia Gain to do so) will be allowed and has undertaken to dispose of a total of 159,762,080 Shares after the EGM and no later than five (5) business days before the Acquisition Completion to independent third party(ies) who are not core connected persons of West China Cement (the ''Public Float Placement'') for the purpose of maintaining the public float of West China Cement upon the Acquisition Completion pursuant to the requirements of the Listing Rules;

   
   

4. upon receipt by Conch Cement of the new Letter of Undertaking executed by Mr. Zhang and Asia Gain in the form as described in paragraph (iii) above (the ''New Letter of Undertaking'') pursuant to the Supplemental Agreement, (a) Conch Cement shall return the Letters of Undertaking previously executed by Mr. Zhang and Asia Gain and received by Conch Cement (the ''Old Letters of Undertaking'') to West China Cement, and (b) Conch Cement, West China Cement and Grand Winner agree that the Old Letters of Undertaking shall no longer be valid; and

   
   

5. West China Cement undertook to deliver to Conch Cement the New Letter of Undertaking no later than the day on which bulk printing of the Circular commences.

   
   

   As at the date of this joint announcement, Mr. Zhang and Asia Gain have already executed the New Letter of Undertaking which has been received by Conch Cement already.

   
   

   Save as disclosed in this joint announcement, all terms and conditions of the Acquisition Agreement as set out in the Joint Announcement remain unchanged.

   
   

   Separate announcement(s) will be published by West China Cement in relation to the arrangement and status of the Public Float Placement.

   Taking into account the Public Float Placement, the shareholding structure of West China Cement as at the date of this joint announcement and immediately after the Acquisition Completion is summarised as follows:

   
   

   
   

   Shareholders

   
   

   As at the date of this joint announcement

   
   

   Immediately after the Acquisition Completion (assuming that no Shares are issued or repurchased before the Acquisition Completion other than the issue of the Consideration Shares)

   Immediately after the Acquisition Completion (assuming that all the Share Options held by core connected persons of West China Cement are exercised, no other Share Options are exercised, and no Shares are issued or repurchased before the Acquisition Completion other than issue of the Consideration Shares and the Option Shares)

   No. of Shares Approximate % No. of Shares Approximate % No. of Shares Approximate %

   
   

   The Offeror and parties acting concert with it

   Sub-total	1,147,565,970	21.2	4,550,441,970	51.6	4,550,441,970	51.1
   Asia Gain and Mr. Zhang (Note 2) Central Glory Holdings Limited (Note 3)	1,756,469,900 229,072,000	32.4 4.2	1,596,707,820 229,072,000	18.1 2.6	1,606,807,820 229,072,000	18.0 2.6

   - Conch International (Note 1) 1,147,565,970 21.2 4,550,441,970 51.6 4,550,441,970 51.1

   
   

   Techno Faith Investments Limited

   
   

   and Mr. Ma (Note 4)	213,679,950	3.9	213,679,950	2.4	215,942,450	2.4
   Red Day Limited (Note 4)	7,908,000	0.2	7,908,000	0.1	7,908,000	0.1

   Other core connected persons of

   West China Cement	-	-	-	-	67,450,000	0.8
   Alliance Bernstein, L.P.	271,122,000	5.0	271,122,000	3.1	271,122,000	3.0
   Other public Shareholders	1,794,990,000	33.1	1,954,752,080	22.1	1,954,752,080	22.0

   
   

   Total 5,420,807,820 100.0 8,823,683,820 100.0 8,903,496,320 100.0

   
   

   Notes:

   
   

6. Conch International is a wholly-owned subsidiary of Conch Cement.

   
   

7. Asia Gain is beneficially and wholly-owned by Mr. Zhang, an executive director and therefore a core connected person of West China Cement. Asia Gain has undertaken to dispose of a total of 159,762,080 Shares after the EGM and no later than five (5) business days before the Acquisition Completion pursuant to the Public Float Placement. Mr. Zhang currently held Share Options which entitle him to subscribe for 10,100,000 Option Shares.

   
   

8. Central Glory Holdings Limited is beneficially and wholly-owned by Ms. Zhang Lili, the daughter of Mr. Zhang.

   
   

9. Techno Faith Investments Limited and Red Day Limited are beneficially and wholly-owned by Mr. Ma, a non-executive director and therefore a core connected person of West China Cement. Mr. Ma currently held Share Options which entitle him to subscribe for 2,262,500 Option Shares.