安徽海螺水泥股份有限公司 ANHUI CONCH CEMENT COMPANY LIMITED (a joint stock limited company incorporated in the People s Republic of China) (Stock Code: 00914)

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1 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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in ANHUI CONCH CEMENT COMPANY LIMITED (the Company ), you should at once hand this circular together with the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). 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. 安徽海螺水泥股份有限公司 ANHUI CONCH CEMENT COMPANY LIMITED (a joint stock limited company incorporated in the People s Republic of China) (Stock Code: 00914) PROPOSALS FOR: 1. PROFIT APPROPRIATION (INCLUDING PROPOSED DECLARATION OF FINAL DIVIDEND); 2. GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES; 3. PROVISION OF GUARANTEE BY THE COMPANY TO ITS SUBSIDIARIES AND JOINT VENTURE ENTITIES; AND 4. AMENDMENTS TO THE ARTICLES A notice convening the AGM of the Company is set out on pages 20 to 24 of this circular. Any Shareholder(s) entitled to attend and vote at the AGM are entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. If you intend to appoint a proxy to attend the AGM and vote on your behalf, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company s H share registrar in Hong Kong, Hong Kong Registrars Limited, at 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment hereof should you so wish. A reply slip for use at the AGM is enclosed with this circular. If you intend to attend the AGM, you are requested to complete the accompanying reply slip in accordance with the instructions printed thereon and return the same to the office of the Company or the Company s H share registrar in Hong Kong on or before Thursday, 10 May April 2018

2 CONTENTS Page Definitions Letter from the Board Introduction Proposal for profit appropriation (including the proposed declaration of Final Dividend).. 4 Proposal for grant of Issue Mandate Proposal for provision of Guarantee by the Company Proposal for amendments to the Articles Closure of books AGM Voting by poll Recommendations Responsibility statement Appendix I Report of the Supervisory Committee for year Appendix II Details on the provision of the Guarantee Appendix III Details on the amendments to the Articles Notice of AGM i -

3 DEFINITIONS In this circular, unless otherwise indicated in the context, the following expressions have the following meanings: A Share(s) domestic share(s) of the Company, with nominal value of RMB1.00 each AGM Annual Report Articles Board Company Company Law CSRC Director(s) Final Dividend the 2017 annual general meeting of the Company to be held at the place of registration of the Company at No. 39 Wenhua Road, Wuhu City, Anhui Province, the PRC on Wednesday, 30 May 2018 at 2:30 p.m. the annual report of the Company for FY2017 the articles of association of the Company the board of Directors Anhui Conch Cement Company Limited ( 安徽海螺水泥股份有限公司 ) (stock code: 00914), a joint stock limited company incorporated in the PRC and whose H Shares are listed on the HK Stock Exchange and A Shares are listed on the Shanghai Stock Exchange the Company Law of the PRC China Securities Regulatory Commission the director(s) of the Company proposed final dividend of RMB1.2 per Share (tax inclusive) for FY2017 on the basis of a total of 5,299,302,579 Shares in issue as at the Latest Practicable Date FY2017 the financial year of the Company ended 31 December 2017 Group Guarantee the Company and its subsidiaries the guarantee to be provided by the Company in respect of the bank borrowings of eleven subsidiaries and joint venture entities, details of which are set out in Appendix II to this circular H Share(s) overseas-listed foreign shares of the Company, with a nominal value of RMB1.00 each HKSE Listing Rules the Rules Governing the Listing of Securities on the HK Stock Exchange - 1 -

4 DEFINITIONS HK Stock Exchange Hong Kong Issue Mandate Latest Practicable Date PRC Accounting Standards PRC or China RMB Share(s) Shareholder(s) Supervisor(s) Supervisory Committee The Stock Exchange of Hong Kong Limited the Hong Kong Special Administrative Region of the PRC subject to the conditions set out in the relevant resolution, the general mandate to be given to the Board to exercise the power of the Company to allot, issue or deal with new Shares of the Company 6 April 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information of this circular China Accounting Standards for Business Enterprises the People s Republic of China Renminbi, the lawful currency of the PRC collectively, A Share(s) and H Share(s) and, where the context so requires, any or all of such A Shares and H Shares the registered holder(s) of A Shares and/or H Shares supervisor(s) of the Company the supervisory committee of the Company - 2 -

5 LETTER FROM THE BOARD 安徽海螺水泥股份有限公司 ANHUI CONCH CEMENT COMPANY LIMITED (a joint stock limited company incorporated in the People s Republic of China) (Stock Code: 00914) Executive Directors: Mr. Gao Dengbang (Chairman) Mr. Wang Jianchao Mr. Wu Bin Mr. Ding Feng Mr. Zhou Bo Independent non-executive Directors: Mr. Yang Mian Zhi Mr. Tai Kwok Leung Mr. Leung Tat Kwong Simon Registered office: 39 Wenhua Road, Wuhu City Anhui Province the PRC Principal place of business: 39 Wenhua Road Wuhu City, Anhui Province PRC 12 April 2018 To the Shareholders Dear Sir/Madam, PROPOSALS FOR: 1. PROFIT APPROPRIATION (INCLUDING PROPOSED DECLARATION OF FINAL DIVIDEND); 2. GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES; 3. PROVISION OF GUARANTEE BY THE COMPANY TO ITS SUBSIDIARIES AND JOINT VENTURE ENTITIES; AND 4. AMENDMENTS TO THE ARTICLES INTRODUCTION The purpose of this circular is to provide you with information regarding the notice of the AGM and the resolutions to be proposed at the AGM relating to the following proposals for: (i) (ii) profit appropriation (including proposed declaration of Final Dividend); grant of the Issue Mandate; (iii) provision of Guarantee by the Company to eleven subsidiaries and joint venture entities; and - 3 -

6 LETTER FROM THE BOARD (iv) amendments to the Articles. PROPOSAL FOR PROFIT APPROPRIATION (INCLUDING THE PROPOSED DECLARATION OF FINAL DIVIDEND) In connection with the profit appropriation proposal for FY2017, the Board proposed payment of the Final Dividend for FY2017 of RMB1.2 (tax inclusive) per Share to Shareholders whose names appear on the register of members of the Company on Monday, 11 June According to the financial data prepared in accordance with the PRC Accounting Standards and International Financial Reporting Standards respectively, the profit after tax and minority interest for FY2017 amounted to RMB15, million and RMB15, million respectively. The Board proposed the appropriation of the profit for FY2017 as follows: (1) pursuant to the requirements of the Articles, the Company shall appropriate 10% of the realized net profit after tax to the statutory surplus reserve, further appropriation to the statutory surplus reserve will become optional when the cumulative appropriated amount for such reserve reaches above 50% of the registered capital of the Company. Since the amount of the Company s statutory surplus reserve has reached 50% of the registered capital of the Company, no appropriation will be made for FY2017; (2) based on the Company s total share capital of 5,299,302,579 shares as at 31 December 2017, the payment of a final dividend of RMB1.2 per Share (tax inclusive) is recommended. The total amount is RMB6, million. For details of the profit appropriation proposal, please refer to the section headed Report of the Directors in the Company s Annual Report. The proposed payment of Final Dividend for FY2017 is subject to the approval by Shareholders at the AGM by way of an ordinary resolution. As far as the Company is aware, as at the Latest Practicable Date, there was no arrangement under which any Shareholder has waived or agreed to waive any dividend proposed to be distributed for FY2017. For non-resident individual shareholders (who are non-hong Kong or Macau residents) whose names appear on the register of members of H shares, the Company is required to follow the applicable tax laws and regulations as well as the guidance given by the PRC tax authorities and to withhold and pay (on behalf of such individual shareholders) individual income tax at the rate of up to 20%, depending on factors such as the country of domicile of such individual shareholders, whether any tax treaty is made between such country of domicile and the PRC, and whether any dividend tax is imposed on the relevant individual shareholders. Shareholders and investors are advised to peruse the above contents carefully. If your name appear on the register of holders of H shares, please make enquiries with your nominees or trust organization for details of the relevant arrangements

7 LETTER FROM THE BOARD The Company is not obliged to confirm the identities of Shareholders and will not be liable for such arrangement. The Company will strictly comply with the law, and withhold and pay the individual income tax on behalf of the relevant shareholders based on the register of holders of H Shares of the Company as of the date of closure of such register for the AGM (please refer to the notice of AGM as contained in this circular for details). The Company will not accept any liability relating to any delay in confirming the identity of the Shareholders or any errors in confirming the identity of the Shareholders. PROPOSAL FOR GRANT OF ISSUE MANDATE A resolution is proposed under the notice of AGM to seek the Shareholders grant of a general mandate to the Directors to allot, issue and deal with New Shares (as defined below), that, (a) subject to the limitations under paragraphs (c) and (d) below and in accordance with the requirements of the HKSE Listing Rules, the Company Law, and other applicable laws and regulations (in each case, as amended from time to time), an unconditional general mandate will be sought at the AGM to grant to the Board to exercise once or in multiple times during the Relevant Period (as defined below) all the powers of the Company to allot and issue H shares ( New Shares ) on such terms and conditions as the Board may determine and that, in the exercise of their powers to allot and issue shares, the authority of the Board shall include (without limitation): (i) (ii) the determination of the class and number of New Shares to be allotted; the determination of the issue price of the New Shares; (iii) the determination of the opening and closing dates of the issue of New Shares; (iv) the determination of the class and number of New Shares (if any) to be issued to the existing shareholders; (v) to make or grant offers, agreements and options which might require the exercise of such powers; and (vi) in the case of an offer or issue of shares to the Shareholders, excluding Shareholders who are residents outside the PRC or Hong Kong on account of prohibitions or requirements under overseas laws or regulations or for some other reasons which the Board considers expedient; (b) (c) in exercising the powers granted under paragraph (a) above, the Board is authorized during the Relevant Period to make or grant offers, agreements and options which might require the shares relating to the exercise of the authority thereunder being allotted and issued after the expiry of the Relevant Period ; the aggregate amount of the H Shares to be allotted or conditionally or unconditionally agreed to be allotted (whether pursuant to the exercise of options or otherwise) by the Board pursuant to the authority granted under paragraph (a) above (excluding any H Shares which may be - 5 -

8 LETTER FROM THE BOARD allotted upon the conversion of the capital reserve into capital in accordance with the Company Law or the Articles) shall not exceed 20% of the aggregate number of H Shares in issue as at the date of passing of the resolution at the AGM; (d) (e) the Board in exercising the powers granted under paragraph (a) above shall (i) comply with the Company Law, other applicable laws and regulations, and the HKSE Listing Rules (in each case, as amended from time to time) and (ii) be subject to the approvals of CSRC and relevant authorities of the PRC; for the purposes of the resolution in relation to the Issue Mandate, Relevant Period means the period from the date of the passing of the resolution until whichever is the earliest of: (i) (ii) the conclusion of the next annual general meeting of the Company; or the date on which the powers granted by the resolution are revoked or varied by a special resolution of the Company in general meeting; or (iii) the date falling 12 months from the date of passing of the resolution at the AGM; (f) (g) the Board shall, subject to the relevant approvals of the relevant authorities and the exercise of the powers granted under paragraph (a) above in accordance with the Company Law and other applicable laws and regulations, increase the Company s registered capital to such amount as shall equal the aggregate nominal amounts of the relevant number of shares allotted and issued upon the exercise of the powers granted under paragraph (a) above, provided that the registered capital of the Company shall not exceed 120% of the amount of registered capital of the Company as at the date of passing of the resolution at the AGM; and subject to the Listing Committee of the HK Stock Exchange granting listing of, and permission to deal in, the H Shares in the Company s share capital proposed to be issued by the Company and to the approval of CSRC for the issue of shares, authority will be sought at the AGM that the Board will amend the Articles to reflect the change in the share capital structure of the Company in the event of an exercise of the powers granted under paragraph (a) above to allot and issue New Shares. As at the Latest Practicable Date, the Company had a total issued capital of 5,299,302,579 Shares (comprising 3,999,702,579 A Shares and 1,299,600,000 H Shares). Subject to the passing of the proposed resolution to grant the Issue Mandate to the Board and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 259,920,000 H Shares. PROPOSAL FOR PROVISION OF THE GUARANTEE BY THE COMPANY The Board proposed that Guarantee be provided by the Company in respect of the bank borrowings of eleven subsidiaries and joint venture entities (the Guaranteed Companies ). Brief details of the guaranteed amounts, gearing ratios and period of the guaranteed companies are set out in Appendix II to this circular

9 LETTER FROM THE BOARD PROPOSAL FOR AMENDMENTS TO THE ARTICLES Subject to registration with the competent authorities in the PRC, for PRC legal and regulatory compliance purpose, enhancing the organisation and composition of the management structure of the Group, as well as regulating the voting arrangements at general meetings concerning election of Directors and Supervisors and interest of investors (in particular, medium and minority investors), a special resolution to amend the Articles will be proposed at the AGM. Details of the proposed amendments to the Articles are set out in Appendix III to this circular. The following information is provided in order to facilitate Shareholders and investors understanding of the proposed amendment to Article 76 of the Articles. The proposed amendments to Article 76 of the Articles is made pursuant to the relevant requirements including the Company Law, and the Guidelines for the Articles of Association of Listed Companies (amended in 2016) ( 上市公司章程指引 (2016 年修訂 )) and the Rules for General Meetings of Listed Companies (amended in 2016) ( 上市公司股東大會規則 (2016 年修訂 )) promulgated by CSRC, and to better protect the interests of investors including particularly medium and minority investors. As advised by the PRC legal advisers of the Company, the proposed amendment to the Articles including the proposed amendment to Article 76 is in compliance with the applicable PRC laws and regulations. To the best knowledge and understanding of the Directors after consulting the PRC legal advisers of the Company: (i) (ii) according to Implementation Rules of Online Voting in General Meetings of Listed Companies on Shanghai Stock Exchange (amended in 2015) ( 上海證券交易所上市公司股東大會網絡投票實施細則 (2015 年修訂 )) and Reminder Concerning Separate Vote Counting and Disclosure of Medium and Minority Investors ( 關於對中小投資者表决單獨計票並披露的業務提醒 ), both promulgated by Shanghai Stock Exchange, medium and minority investors refer to holders of Shares other than Directors, Supervisors, senior management members of the Company and those individually or collectively holding not less than 5% of the total number of issued Shares; major matters that would affect the interests of medium and minority investors include, nomination or removal of Directors, major connected transactions between the Company and substantial shareholders and other matters considered by the independent non-executive Directors as may prejudice the interests of medium and minority investors; and (iii) the separate vote counting mechanism for medium and minority investors is applicable to the holders of A Shares only The poll results of the relevant resolutions at the general meetings would be determined in accordance with the final aggregate voting results of all Shareholders entitled to vote at the relevant general meetings. Regarding the proposed amendments to Article 76 of the Articles, the Board is of the view that: 1. the functions of the general meetings would not be impaired under the operation of the Articles as and if so amended; - 7 -

10 LETTER FROM THE BOARD 2. the decisions of the general meetings could not be overridden under the operation of the Articles as and if so amended; 3. the proposed amendment to Article 76 is in the best interest of the Company and shareholders. CLOSURE OF BOOKS For the purpose of determining the right of Shareholders to attend and vote at the AGM, the register of members of the Company for H Shares will be closed from Monday, 30 April 2018 to Wednesday, 30 May 2018 (both days inclusive) during which period no transfer of H Shares will be effected. In order to be qualified for attending and voting at the AGM, all transfer instruments accompanied by the relevant share certificates and other appropriate documents must be lodged by the holders of H Shares with the Company s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong by 4:30 p.m. on Friday, 27 April Upon obtaining approval of Shareholders at the AGM, the Final Dividend will be payable to holders of H Shares whose names appear on the register of holders of H Shares as at the close of business on Monday, 11 June The payment date of the Final Dividend is expected to be around Wednesday, 27 June 2018 and will be further announced. The H Share register of members of the Company will be closed from Wednesday, 6 June 2018 to Monday, 11 June 2018, both days inclusive, during which period no transfer of H shares will be registered. In order for H shareholders to qualify for the proposed Final Dividends, all transfer documents accompanied by the relevant share certificates and other appropriate documents must be lodged by the holders of H Shares with the Company s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, no later than 4:30p.m. on Tuesday, 5 June AGM The AGM will be held at 2:30 p.m. on Wednesday, 30 May 2018 at No. 39 Wenhua Road, Wuhu City, Anhui Province, the PRC. Resolutions will be proposed to approve the proposals for, among other matters, (i) the profit appropriation (including the proposed declaration of the Final Dividend); (ii) the granting of the Issue Mandate; (iii) the provision of the Guarantee; and (iv) the amendments to the Articles. Reply slips and proxy forms for use in connection with the AGM are included in this circular. If you intend to attend the AGM, you are requested to complete the accompanying reply slip in accordance with the instructions printed thereon and return the same to the office of the Company or the Company s H share registrar in Hong Kong on or before Thursday, 10 May For holders of H Shares, the proxy form should be completed and returned to Hong Kong Registrars Limited, the Company s H Share registrar in Hong Kong at 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, and for holders of A Shares, the proxy form should be completed and returned to the principal place of business of the Company in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the respective meeting should you so wish

11 LETTER FROM THE BOARD VOTING BY POLL Under Rule 13.39(4) of the HKSE Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands where permitted by the articles of the listed issuer. The chairman of the AGM shall therefore demand voting on all resolutions set out in the notice of AGM be taken by way of poll pursuant to Article 77 of the Articles. Every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her/its name in the register of members in respect of the Shares. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same manner. To the best knowledge and belief of the Company, no Shareholder is required to abstain from voting at the AGM in relation to any resolutions to be proposed in such meeting. RECOMMENDATIONS The Directors consider that the proposals for (i) the profit appropriation (including the proposed declaration of the Final Dividend); (ii) the granting of the Issue Mandate; (iii) the provision of the Guarantee; and (iv) the amendments to the Articles are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of all the resolutions as set out in the notice of AGM. RESPONSIBILITY STATEMENT This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the HKSE Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and, there are no other matters the omission of which would make any statement herein or this circular misleading. Yours faithfully, By order of the Board ANHUI CONCH CEMENT COMPANY LIMITED Zhou Bo Joint Company Secretary - 9 -

12 APPENDIX I REPORT OF THE SUPERVISORY COMMITTEE FOR YEAR 2017 REPORT OF THE SUPERVISORY COMMITTEE FOR YEAR 2017 (I) REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE IN 2017 For FY2017, the Supervisory Committee of Company held a total of three physical meetings and voted on the relevant matters by means of telecommunication at four other meetings, with details and resolutions as follows: 1. On 10 March 2017, the Supervisory Committee considered and approved the resolution regarding the provision of impairment loss on some fixed assets of four subsidiaries in 2016 (details on the provision of impairment loss have been disclosed in the financial statements for the year ended 31 December 2016 ( FY2016 )) by means of telecommunication. 2. On 23 March 2017, the 3rd meeting of the 7th session of the Supervisory Committee was held in the conference room of the Company. The meeting considered and approved, the financial reports prepared in accordance with the PRC Accounting Standards and the International Financial Reporting Standards respectively for FY2016, the annual report for 2016 as well as its summary and results announcement, the assessment report of internal control for FY2016 and resolutions in relation to the report of the Supervisory Committee for FY On 25 April 2017, the Supervisory Committee considered and approved the 1st quarterly report for 2017 of the Company by means of telecommunication. 4. On 10 August 2017, the Supervisory Committee considered and passed the resolution regarding the nomination of Mr. Wu Xiaoming by Anhui Conch Holdings Co., Ltd., the controlling shareholder of the Company, as a candidate for supervisor of the Company by measure of telecommunication. 5. On 21 August 2017, the 4th meeting of the 7th session of the Supervisory Committee was held in the conference room of the Company. The meeting considered and approved the unaudited financial reports prepared in accordance with the PRC Accounting Standards and the International Financial Reporting Standards respectively for the six months ended 30 June 2017, the interim report for 2017 as well as its summary and the interim results announcement, and the resolution regarding changes in the accounting policies of the Company. 6. On 10 October 2017, the 5th meeting of the 7th session of the Supervisory Committee was held in the conference room of the Company, at which Mr. Wu Xiaoming was unanimously elected to be the chairman of the 7th session of the Supervisory Committee. 7. On 27 October 2017, the Supervisory Committee considered and approved the 3rd quarterly report for 2017 of the Company by means of telecommunication

13 APPENDIX I REPORT OF THE SUPERVISORY COMMITTEE FOR YEAR 2017 (II) INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON CERTAIN ISSUES CONCERNING THE COMPANY IN Operations compliance In 2017, all the supervisors attended the Board meetings and general meetings of the Company. In accordance with the relevant laws and regulations of the PRC, the Supervisory Committee is responsible for supervising the proceedings of general meetings of the Company and Board meetings, resolutions passed therein, the process of decision making, the implementation by the Board of resolutions approved at general meetings and the performance of the duties by Directors and managers of the Company. The Supervisory Committee considers that the Board has regulated operation in accordance with the Company Law and the Securities Law of the PRC, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations as well as the Articles, and has strictly implemented the resolutions of general meetings and made decisions related to the operation and development of the Company in a scientifical and reasonable manner. The Board has also established a sound system for internal management and control. None of the Directors, managers and other members of senior management committed any act which would violate any laws, regulations or the Articles or is prejudicial to the interests of the Company in the course of performing their duties. 2. Annual financial report The financial report of the Company for FY2017 gives a true and objective view on the financial position and operating results of the Company. 3. Acquisition of assets For FY2017, the Company acquired assets at reasonable prices. No insider dealings were conducted by the senior management or parties who possess inside information of the Company, nor was there any act which prejudiced the interests of Shareholders or caused loss to the Company s assets. 4. Connected transactions For FY2017, the connected transactions of the Company were conducted in accordance with the law. The relevant considerations were determined with sufficient reference to market prices and were fair and reasonable and without prejudice to the interests of the Company. 5. Assessment report of internal control The Supervisory Committee conscientiously reviewed the assessment report of internal control of the Company for FY2017 and considered that the Company has established a relatively comprehensive internal control system that is in compliance with the relevant laws and regulations of the PRC and that can cope with the actual needs of the Company in its production, operation and management, and such system has been effectively implemented. The establishment of such system allows better risk avoidance and risk control in various segments in the operation and management of the Company. The self-assessment report of internal control of the Company truly and objectively reflects the development and operation of the internal control system of the Company

14 APPENDIX II DETAILS ON THE PROVISION OF THE GUARANTEE The Board of the Company approved the resolution regarding the provision of guarantee by the Company in respect of the bank borrowings of its 18 subsidiaries and joint venture entities on 22 March 2018, where the guarantee provided by the Company to the 11 subsidiaries and joint venture entities as set out in the below table is subject to approval by the Shareholders at the AGM. No. Name of Guaranteed Companies Place of registration Shareholding proportion by the Group Gearing ratio Amount to be guaranteed (RMB 000) Guarantee period I. Subsidiaries fully guaranteed by the Company 1 Shanghai Conch Construction Material Shanghai 100% 73.44% 447,400 2 years International Trading Co., Ltd. 2 PT Conch North Sulawesi Cement Indonesia 100% 82.36% 649,210 1 year 3 Conch International Holdings (HK) Limited Hong Kong 100% 88.61% 1,000,000 3 years 4 Jiangxi Ganzhou Conch Cement Co., Ltd. Jiangxi 55% 70.31% 500,000 3 years 5 PT Conch Cement Indonesia Indonesia 75% 89.14% 536,000 3 years 6 Battambang Conch Cement Co., Ltd Cambodia 60% 70.35% 100,500 3 years 7 Vientiane Conch Cement Co., Ltd. Laos 75% 90.93% 134,000 3 years 8 Conch Cement Volga Co., Ltd Russia 75% 80.95% 50,000 1 year Subtotal 3,417,110 II. Joint venture entities guaranteed by the Company on a pro-rata shareholding basis 9 Huaibei Mining Xiangshan Cement Co., Anhui 40% 35.21% 120,000 1 year Ltd. 10 Myanmar Conch Cement Co., Ltd Myanmar 45% 85.94% 60,300 1 year 11 PT SDIC Papua Cement Indonesia Indonesia 49% 90.04% 426,790 1 year Subtotal 607,090 Total 4,024,200 Notes: 1. The gearing ratios and shareholdings as shown in the above table are based on the financial statements of the respective companies as at 31 December 2017; 2. If there is any change in the shareholdings of these non wholly-owned subsidiaries fully guaranteed by the Company during the period of guarantee, other shareholders shall provide counter-guarantee on a pro-rata basis in proportion to their respective adjusted shareholdings, and the provision of guarantees by the Company shall be subject to the completion of the legally-binding procedures for counter-guarantee by other shareholders; 3. The above guarantees shall be valid only if they are provided within 12 months from the date of approval by the Shareholders at the general meeting of the Company

15 APPENDIX III DETAILS ON THE AMENDMENTS TO THE ARTICLES The proposed amendments to the Articles by the Board are set out as follows: Serial No. Original Articles 1. Article 1 The Company is a joint stock limited company established in accordance with the Company Law of the People s Republic of China (hereinafter referred to as the Company Law ) and the State Council Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the Special Regulations ) and other relevant laws and administrative regulations of the People s Republic of China ( PRC ). The establishment of the Company has been approved by the State Commission for Restructuring the Economic Systems ( State Restructuring Commission ) under document number Ti Gai Sheng [1997] No.140. The Company was established by the promotion method on 1 September 1997 and was registered on 1 September 1997 with the Anhui Provincial Administration for Industry and Commerce and has obtained a business licence. The Company s business licence number is The promoter of the Company is Anhui Conch Holdings Company Limited. Proposed Amendments Article 1 Article 1 The Company is a joint stock limited company established in accordance with the Company Law of the People s Republic of China (hereinafter referred to as the Company Law ) and the State Council Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the Special Regulations ) and other relevant laws and administrative regulations of the People s Republic of China ( PRC ). The establishment of the Company has been approved by the State Commission for Restructuring the Economic Systems ( State Restructuring Commission ) under document number Ti Gai Sheng [1997] No.140. The Company was established by the promotion method on 1 September 1997 and was registered on 1 September 1997 with the Anhui Provincial Administration for Industry and Commerce and has obtained a business licence. The Company s unified social credibility code is XY. The promoter of the Company is Anhui Conch Holdings Company Limited

16 APPENDIX III DETAILS ON THE AMENDMENTS TO THE ARTICLES Serial No. Original Articles 2. Article 7 The provisions of these Articles are prepared mainly on the basis of the Company Law, the Mandatory Provisions for the Articles of Association of Companies Listed Overseas (Zheng Wei Fa (1994) No. 21) ( Mandatory Provisions ) issued on 27 August 1994 by the State Council Securities Commission and the State Restructuring Commission and the Opinion Letter Regarding Supplemental Amendments to the Articles of Association of Companies Listed in Hong Kong (Zheng Jian Hai Han (1995) No. 1) issued on 3 April 1995 by the Overseas Listing Division of the China Securities Regulatory Commission and the Production System Department of the State Restructuring Commission. Amendment to any Article which incorporates the Mandatory Provisions shall comply with the procedure set forth in Article Article 13 The Company may invest in other limited liability companies and joint stock limited companies and shall be liable to the investee companies to the extent of its investment in such companies. Proposed Amendments Article 7 The provisions of these Articles are prepared mainly on the basis of the Company Law, the Mandatory Provisions for the Articles of Association of Companies Listed Overseas (Zheng Wei Fa (1994) No. 21) ( Mandatory Provisions ) issued on 27 August 1994 by the State Council Securities Commission and the State Restructuring Commission, the Opinion Letter Regarding Supplemental Amendments to the Articles of Association of Companies Listed in Hong Kong (Zheng Jian Hai Han (1995) No. 1) issued on 3 April 1995 by the Overseas Listing Division of the China Securities Regulatory Commission ( CSRC ) and the Production System Department of the State Restructuring Commission, the Guidelines for Articles of Association of Listed Companies (Amended in 2016) (CSRC Announcement (2016) No. 23) issued on 30 September 2016 by CSRC and the Constitution of the Communist Party of China. Amendment to any Article which incorporates the Mandatory Provisions shall comply with the procedure set forth in the relevant laws and regulations and Articles of Association. Article 13 The Company may invest in other limited liability companies and joint stock limited companies and shall be liable to the investee companies to the extent of its investment in such companies. Subject to the approval of the companies supervisory department authorised by the State Council, the Company may in accordance with its business and operational requirements operate as a holding company as provided under paragraph 2 of Article 12 of the Company Law

17 APPENDIX III DETAILS ON THE AMENDMENTS TO THE ARTICLES Serial No. Original Articles 4. Article 51 Any shareholder who is registered on the register of shareholders or any person who requests his name to be entered in the register of shareholders may, if he has lost his share certificate (the original certificate ), apply to the Company for a new certificate in respect of the shares (the relevant shares ) represented by the original certificate. A holder of domestic shares who has lost his share certificate and applies for a replacement certificate to be issued shall comply with the provisions of Article 150 of the Company Law. Proposed Amendments Article 51 Any shareholder who is registered on the register of shareholders or any person who requests his name to be entered in the register of shareholders may, if he has lost his share certificate (the original certificate ), apply to the Company for a new certificate in respect of the shares (the relevant shares ) represented by the original certificate. A holder of domestic shares who has lost his share certificate and applies for a replacement certificate to be issued shall comply with relevant provisions of the Company Law. 5. Article 59 of Chapter 8 Change the number of the provision to Article 58C. 6. None Proposed to add a new chapter after Chapter 8 of the original Articles of Association as Chapter 8A in the Articles of Association after amendments: Chapter 8A Party Organizations of the Company Article 59A According to the requirements of the Constitution of the Communist Party of China, the Company set up Anhui Conch Cement Company Limited Committee of the Communist Party of China ( Party Committee ) as well as Commission for Discipline Inspection ( Commission for Discipline Inspection ), with each branch company or subsidiary of the Company correspondingly setting up party organization under the Party Committee of the Company

18 APPENDIX III DETAILS ON THE AMENDMENTS TO THE ARTICLES Serial No. Original Articles Proposed Amendments Article 59B The Party Committee shall play a core leading role and supervise the implementation of the directional policies of the Party and the State throughout the Company, consider and discuss on major operational and management matters of the Company. The Party Committee shall comply with the laws of the State, support the shareholders general meeting, the Board, supervisory committee and general manager in exercising their power in accordance with the laws. The Company shall adapt to the needs of modern corporate system and market competition, follow the principles of management of officers and talent by the Party to establish a team of high-calibre talent. To strengthen the self-construction of the Party Committee, play a leading role in the ideological and political work, the spiritual civilization construction and the mass organisations such as the labour union and the Communist Youth League

19 APPENDIX III DETAILS ON THE AMENDMENTS TO THE ARTICLES Serial No. Original Articles Proposed Amendments 7. None Proposed to add a new article after Article 67A of Chapter 9 of the original Articles of Association as Article 67B in the Articles of Association after amendments: Article 67B Resolutions in respect of the election of directors or supervisors may be passed by way of cumulative voting pursuant to the requirements of the relevant laws and regulations and this Articles of Association or resolutions of the general meeting. Cumulative voting system referred to in the preceding paragraph means a system of voting for the election of directors or supervisors at the general meeting under which voting rights of each share is equal to the number of directors or supervisors to be elected and the shareholder can cast all his votes in the same manner or cast for different candidates. According to the voting results, the required positions of directors and supervisors will be filled out by candidates for directors and supervisors with the highest votes; however, the elected directors and supervisors must muster more than half of the total number of shares with valid voting rights cast by the shareholders (including proxy of shareholders) attending the general meetings. If the number of director and supervisor candidates with more than half of the total number of shares with valid voting rights cast by the shareholders attending the general meetings is insufficient to fill out all the required positions, there shall be a second round of election for the remaining director and supervisor candidates. Independent directors shall be elected through a separate system from other members of the board of directors

20 APPENDIX III DETAILS ON THE AMENDMENTS TO THE ARTICLES Serial No. Original Articles 8. Article 76 At a general meeting at which a vote is to be taken, shareholders (including proxies) may exercise their voting rights in respect of the number of shares held by them which carry the right to vote. Each share shall carry one vote. Provided that the passing of any resolution shall be subject to any special rights or restrictions as to voting rights for the time being attached to any class of shares. Shares held by the Company do not carry any voting rights, and such shares shall not be counted in the shares carrying voting rights of shareholders who are entitled to attend such meeting. The board of directors, independent directors and shareholders who meet the relevant conditions may solicit proxies from the Company s shareholders. Proposed Amendments Article 76 At a general meeting at which a vote is to be taken, shareholders (including proxies) may exercise their voting rights in respect of the number of shares held by them which carry the right to vote. Each share shall carry one vote. Provided that the passing of any resolution shall be subject to any special rights or restrictions as to voting rights for the time being attached to any class of shares. Shares held by the Company do not carry any voting rights, and such shares shall not be counted in the shares carrying voting rights of shareholders who are entitled to attend such meeting. The board of directors, independent directors and shareholders who meet the relevant conditions may solicit proxies from the Company s shareholders. In soliciting voting rights of shareholders, information such as specific voting intention shall be sufficiently disclosed to the shareholders from whom voting rights are being solicited. Solicitation of voting rights at any consideration, whether in direct or indirect form, is prohibited. The Company shall not propose any minimum shareholding restriction on the solicitation of voting rights. Where material matters affecting the interests of small-to-medium sized investors are being considered at a shareholders general meeting, each vote cast by the small-to-medium sized investors shall be counted separately. Results of votes counted separately shall be disclosed in a timely manner

21 APPENDIX III DETAILS ON THE AMENDMENTS TO THE ARTICLES Serial No. Original Articles 9. Article 127 The supervisory committee shall exercise the following functions and powers: (1) reviewing and expressing its review comments in writing on regular reports prepared by the board of directors; (2) examining the financial status of the Company; (3) monitoring the performance of duties of directors and senior management, and proposing the dismissal of directors and senior management who have violated the laws, administrative regulations and these articles or resolutions passed by the general meeting; (4) demanding for remedies of any damage to the interests of the Company caused by directors, general manager or other senior management; (5) proposing the convening of extraordinary general meetings, and convening and chairing of general meetings in the event of the board of directors having failed to perform its duties pursuant to the Company Law; (6) proposing motions to the general meeting; (7) instituting legal proceedings against directors and senior management pursuant to the provisions of section 152 of the Company Law; (8) in case of any irregularity identified, making investigations and if necessary, engaging professional institutions (such as accountants or law firms) to assist in its work at the expense of the Company. Proposed Amendments Article 127 The supervisory committee shall exercise the following functions and powers: (1) reviewing and expressing its review comments in writing on regular reports prepared by the board of directors; (2) examining the financial status of the Company; (3) monitoring the performance of duties of directors and senior management, and proposing the dismissal of directors and senior management who have violated the laws, administrative regulations and these articles or resolutions passed by the general meeting; (4) demanding for remedies of any damage to the interests of the Company caused by directors, general manager or other senior management; (5) proposing the convening of extraordinary general meetings, and convening and chairing of general meetings in the event of the board of directors having failed to perform its duties pursuant to the Company Law; (6) proposing motions to the general meeting; (7) instituting legal proceedings against directors and senior management pursuant to the relevant provisions of the Company Law; (8) in case of any irregularity identified, making investigations and if necessary, engaging professional institutions (such as accountants or law firms) to assist in its work at the expense of the Company

22 NOTICE OF AGM Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice. 安徽海螺水泥股份有限公司 ANHUI CONCH CEMENT COMPANY LIMITED (a joint stock limited company incorporated in the People s Republic of China) (Stock Code: 00914) NOTICE OF 2017 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2017 annual general meeting (the AGM ) of Anhui Conch Cement Company Limited (the Company ) will be held at No. 39 Wenhua Road, Wuhu City, Anhui Province, the People s Republic of China (the PRC ), at 2:30 p.m. on Wednesday, 30 May The AGM is to be held for considering and, if thought fit, transacting the following businesses: AS ORDINARY RESOLUTIONS 1. To consider and approve the report of the board (the Board ) of directors (the Director(s) ) of the Company for the year ended 31 December To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2017 (please refer to the Appendix I to the circular of the Company dated 12 April 2018 (the Circular ) of which this notice forms part). 3. To consider and receive and approve the audited financial reports prepared in accordance with the PRC Accounting Standards and the International Financial Reporting Standards respectively for the year ended 31 December To consider and approve the resolution for the reappointment of KPMG Huazhen LLP and KPMG as the PRC and international (financial) auditors of the Company respectively, to reappoint KPMG Huazhen LLP as the internal control auditor of the Company, and to authorise the Board to determine the remuneration of the auditors in accordance with the volume of auditing work performed by the auditors as required by the business and scale of the Company. 5. To consider and approve the Company s 2017 profit appropriation proposal (details of which are set out in the sub-section headed (2) Profit appropriation policy and its implementation of the Report of the Directors contained in the Company s annual report for the year ended 31 December 2017 and on page 4 of the Company s circular dated 12 April 2018)