Anhui Conch Cement : APPOINTMENT OF JOINT COMPANY SECRETARY AND WAIVER FROM STRICT COMPLIANCE WITH R...

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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)

APPOINTMENT OF JOINT COMPANY SECRETARY AND WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND

8.17 OF THE LISTING RULES

APPOINTMENT OF JOINT COMPANY SECRETARY

Reference is made to the announcement of Anhui Conch Cement Company Limited (the "Company") in relation to the resignation of Mr. Zhou Bo ("Mr. Zhou") as, among other positions he held, the company secretary of the Company with effect from 8 June 2018. Since then, Mr. Yu Shui ("Mr. Yu"), assistant to general manager of the manager department of the Company, has been assisting in the taking up of company secretarial duties.

The board of directors (the "Board") of the Company is pleased to announce that Mr. Yu has been appointed as a joint company secretary of the Company with effect from 30 August 2018 to fill up the vacancy after Mr. Zhou's resignation. Mr. Yu will act together with Mr. Chiu Pak Yue Leo ("Mr.

Chiu"), the current company secretary of the Company, as the joint company secretaries of the Company. Mr. Yu has also been appointed as a secretary to the Board with effect from 30 August 2018.

Mr. Yu is the assistant to general manager of the manager department and head of the sales department of the Company, as well as the general manager of the manager department of two operating subsidiaries of the Company. He graduated from Anhui University with a bachelor's degree in economics and joined the Company in 1997. During his over 21 years' tenure of office in the Group, Mr. Yu has held various positions including the deputy department head and the executive deputy department head of the sales department of the Company, the general manger and the executive deputy general manager of the manager department of various operating subsidiaries of the Company, and the deputy director of the Wanbei regional management committee (皖北區域 管理委員會 ) of the Company. Mr. Yu is familiar with the management, sales and operation,development and the general affairs of the Group due to his extensive and long-term employment relationship with the Group.

WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES

Under Rule 8.17 of the Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange"), the issuer must appoint a company secretary who satisfies Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides that the issuer must appoint as its company secretary an individual who, by virtue of his academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of company secretary.

Mr. Yu currently does not possess the qualifications as stated in Note 1 to Rule 3.28 of the Listing Rules, however, the Company is of the view that Mr. Yu is capable of discharging the duties of a company secretary of the Company based on his qualifications and relevant experience with the Group as set out in this announcement above.

In this regard, the Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver ("Waiver") from strict compliance with Rules 3.28 and 8.17 of the Listing Rules with respect to the appointment of Mr. Yu as the joint company secretary of the Company for a period of three years from the date of his appointment ("Waiver Period") on the conditions that: (a)

Mr. Yu will be assisted by Mr. Chiu during the Waiver Period; (b) the Company will notify the Stock Exchange at the end of the Waiver Period for the Stock Exchange to re-visit the situation in the expectation that the Company will be able to demonstrate that Mr. Yu, after having the benefit of Mr. Chiu's assistance for three years, can satisfy Rule 3.28 of the Listing Rules such that a further waiver will not be necessary; and (c) the Company will disclose details of the Waiver, including reasons for and conditions of the Waiver, by way of an announcement. The Waiver will be revoked immediately if and when Mr. Chiu ceases to be a joint company secretary of the Company.

By order of the Board

Anhui Conch Cement Company Limited

Wu Bin

Executive Director

Wuhu City, Anhui Province, the PRC

30 August 2018

As at the date of this announcement, the board of directors of the Company comprises (i) Mr Gao Dengbang, Mr Wang Jianchao, Mr Wu Bin and Mr Ding Feng as executive Directors; (ii) Mr Yang Mian Zhi, Mr Tai Kwok Leung and Mr Leung Tat Kwong Simon as independent non-executive Directors.