THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Cement (China) Holdings Corporation 亞洲水

泥(中國)控股公司, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

Asia Cement (China) Holdings Corporation

亞洲水泥（中國）控股公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 743)

  1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

    1. AND
    2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
      1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Asia Cement (China) Holdings Corporation to be held at Conference Room, 39/F., Taipei Metro Tower, No. 207, Tun Hwa South Road, Section 2, Taipei, Taiwan on Friday, 11 June 2021 at 3:00 p.m. is set out on page 15 to 20 of this circular.

A proxy form for use at the annual general meeting is enclosed with the notice of the annual general meeting. Such proxy form is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.achc.com.cn).

Whether or not you are able to attend the annual general meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the completed and signed proxy form to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting (i.e. not later than 3:00 p.m. on Wednesday, 9 June 2021) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

References to time and dates in this circular are to Hong Kong time and dates.

The translation into Chinese language of this circular is for reference only. In case of any inconsistency, the English version shall prevail.

12 May 2021

CONTENTS

Page

Definitions . . .

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Appendix I

-

Explanatory statement on

the Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . .

7

Appendix II

-

Details of retiring directors proposed to be re-elected . . . .

11

Appendix III

- Notice of annual general meeting . . . . . . . . . . . . . . . . . . . . .

15

- i -

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have

the following meanings:

"AGM" or "2021 AGM"

an annual general meeting of the Company to be

convened and held at Conference Room, 39/F., Taipei

Metro Tower, No. 207, Tun Hwa South Road, Section

2, Taipei, Taiwan on Friday, 11 June 2021 at 3:00 p.m.

or any adjournment thereof

"Articles"

the articles of association of the Company currently in

force

"Board"

the board of Directors

"close associate(s)"

has the meaning ascribed to it under the Listing Rules

"Company"

Asia Cement (China) Holdings Corporation 亞洲水泥

（中國）控股公司, an exempted company incorporated

in the Cayman Islands with limited liability, the

Shares of which are listed on the Main Board of the

Stock Exchange

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"General Mandates"

the Share Issue Mandate and the Share Repurchase

Mandate

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong

Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Latest Practicable Date"

7 May 2021, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange, as amended from time to time

"RMB"

Renminbi, the lawful currency of the People's

Republic of China

- 1 -

DEFINITIONS

"SFO"

the Securities and Futures Ordinance (Chapter 571 of

the Laws of Hong Kong), as amended from time to

time

"Share(s)"

ordinary share(s) of HK$0.10 each in the share capital

of the Company or if there has been a subsequent

sub-division, consolidation, reclassification or

reconstruction of the share capital of the Company,

shares forming part of the ordinary equity share

capital of the Company

"Shareholder(s)"

holder(s) of Share(s)

"Share Issue Mandate"

the proposed general and unconditional mandate to

be granted to the Directors to exercise the power of

the Company to allot, issue and deal with additional

Shares of not exceeding 20% of the total number of

issued Shares of the Company as at the date of the

passing of the relevant resolution granting such

mandate

"Share Repurchase Mandate"

the proposed general and unconditional mandate to

be granted to the Directors to exercise the power of

the Company to repurchase Shares on the Stock

Exchange of up to a maximum of 10% of the total

number of issued Shares of the Company as at the

date of the passing of the relevant resolution granting

such mandate

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Code on Takeovers and Mergers issued by the

Securities and Futures Commission of Hong Kong, as

amended from time to time

"%"

per cent

- 2 -

LETTER FROM THE BOARD

Asia Cement (China) Holdings Corporation

亞洲水泥（中國）控股公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 743)

Executive Directors:

Registered Office:

Mr. HSU, Shu-ping(Vice Chairman)

Cricket Square

Mr. CHANG, Tsai-hsiung

Hutchins Drive

Dr. WU, Chung-lih (Chief Executive Officer)

PO Box 2681

Mr. CHANG, Chen-kuen

Grand Cayman KY1-1111

Mr. LIN, Seng-chang

Cayman Islands

Ms. WU, Ling-ling

Principal Place

Non-executive Director:

of Business in the PRC:

Mr. HSU, Shu-tong(Chairman)

No. 6 Yadong Avenue

Ma-Tou Town, Ruichang City

Independent Non-executive Directors:

Jiangxi Province

Mr. TSIM, Tak-lung Dominic

People's Republic of China

Mr. WANG, Wei

Mr. LEE, Kao-chao

Principal Place

Dr. WANG, Kuo-ming

of Business in Hong Kong:

Portion of Unit B

11th Floor

Lippo Leighton Tower

103 Leighton Road

Causeway Bay

Hong Kong

To the Shareholders

Dear Sir/Madam,

  1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

    1. AND
    2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
      1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the relevant information in respect of, among other matters, (i) the Share Issue Mandate; (ii) the Share Repurchase Mandate; (iii) the re-election of the retiring Directors; and (iv) to give you notice of the AGM relating to, among other matters, these matters.

- 3 -

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Asia Cement (China) Holdings Corporation published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 13:55:18 UTC.