Anhui Conch Cement : Articles of Association

This is a consolidated version of the Articles of Association of Anhui Conch Cement Company Limited 安徽海螺水泥股份有限公司 ("Company"). It presents in a consolidated manner the amendments (which were approved by Shareholders at various general meetings) to the articles of association first adopted by the Company for listing. This consolidated version is not formally adopted by shareholders at a general meeting of the Company. The English version is for reference only, and the Chinese version shall always prevail in case of any inconsistency between the Chinese version and the English translation thereof.

ANHUI CONCH CEMENT COMPANY LIMITED

ARTICLES OF ASSOCIATION

（first adopted on 1 September 1997 and updated up to 30 May 2019）

I N D E X

Chapter	Heading
Chapter 1	General provisions
Chapter 2	Objects and scope of operations
Chapter 3	Shares and registered capital
Chapter 4	Reduction of capital and repurchase of shares
Chapter 4A	Transfer of shares
Chapter 5	Financial assistance for acquisition of shares
Chapter 6	Share certificates and register of shareholders
Chapter 7	Rights and obligations of shareholders
Chapter 8	Obligations of controlling shareholders
	towards other shareholders
Chapter 8A	Party Organizations of the Company
Chapter 9	General meetings
Chapter 10	Special voting procedures for class shareholders
Chapter 11	Board of directors
Chapter11A	Independent Directors
Chapter 12	Secretary to the board of directors of the Company
Chapter 13	General Manager
Chapter 14	Supervisory committee
Chapter 15	Qualifications and obligations of directors, supervisors, general
	managers and senior management staffs of the Company
Chapter 16	Financial and accounting system
Chapter 17	Distribution of profits
Chapter 18	Appointment of firm of accountants
Chapter 19	Labour management and staff and trade union
Chapter 20	Merger and division of the Company
Chapter 21	Dissolution and liquidation
Chapter 22	Amendments to articles
Chapter 23	Notices
Chapter 24	Resolution of disputes
Chapter 25	Interpretation

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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 established in
	the People's Republic of China with limited liability)
	ARTICLES OF ASSOCIATION
	(first adopted on 1 September 1997 and updated up to 30 May 2019)
	CHAPTER 1 GENERAL PROVISIONS
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
	9134020014949036XY.
	The promoter of the Company is Anhui Conch Holdings Company Limited.
Article 2	The registered Chinese name of the Company: 安徽海螺水泥股份有限公
	司
	The registered English name of the Company: Anhui Conch Cement
	Company Limited
Article 3	The legal address of the Company: 39, Wenhua Road, Wuhu City, Anhui
	Province, PRC, the People's Republic of China
	Postal code: 241000
	Telephone no.: 86 839 8927 / 839 8911
	Fax: [phone]
Article 4	The legal representative of the Company is the chairman of its board of
	directors.

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Article 5	The Company is a joint stock limited company of perpetual existence.
Article 6	These Articles became effective upon its approval by a special resolution
	passed the shareholders in general meeting in substitution for the
	Company's articles of association previously registered with the
	Administration for Industry and Commerce.
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 ("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 Article 203.
Article 8	From the effective date of these Articles of Association, these Articles shall
	constitute a legal document regulating the constitution and activities of the
	Company, the rights and obligations between the Company and its
	shareholders and the shareholders inter se.
Article 9	These Articles are binding upon the Company and its shareholders,
	directors, supervisors, general manager and other senior management staff.
	The foregoing persons may, in accordance with the provisions of these
	Articles, institute claims in relation to all matters relating to the Company.
	Shareholders may bring proceedings against the Company in accordance
	with these Articles; the Company may bring proceedings against the
	shareholders in accordance with these Articles; a shareholder may bring
	proceedings against other shareholders in accordance with these Articles;
	and the shareholders may bring actions against directors, supervisors,
	general manager and other senior management staff of the Company in
	accordance with these Articles.
	For the purposes of the preceding paragraph, proceedings include
	proceedings commenced in court and arbitration proceedings commenced in
	arbitration tribunals.
Article 10	The entire capital of the Company is divided into shares of equal nominal
	value. The liability of the shareholders to the Company is limited to the

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	amount payable on subscription of the shares held by them. The Company
	shall be liable for its debts to the extent of all its assets.
Article 11	Subject to compliance with applicable laws and regulations, the Company
	has power to raise capital and to borrow money by way of, among other
	means, the issue of bonds and the creation of charges over its assets, and to
	provide guarantees for the account of any third party, provided that the
	exercise of such powers shall not prejudice or abrogate the rights of different
	classes of shareholders.
Article 12	The Company is an independent enterprise legal person. All activities of the
	Company shall comply with the laws and regulations of the PRC and shall
	protect the lawful rights of the shareholders. The Company is under the
	jurisdiction and the protection of the laws, regulations and other relevant
	governmental measures of the PRC.
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.
Article 14	The Company shall not become a shareholder with unlimited liability of any
	other economic organisations.
	CHAPTER 2 OBJECTS AND SCOPE OF OPERATIONS
Article 15	The objects of the Company are, following the direction of the international
	market and the PRC market, to make use of both local and foreign public
	funds and technological advancement with a view to improving quality of
	products, optimizing product combination, enhancing economic efficiency,
	implementing grand enterprise strategies and capitalisaing on economy of
	scale, so as to enable the Company to become the leading cement enterprise
	in the world and create reasonable economic benefits to shareholders.
Article 16	The scope of the Company's operations shall be that approved by the
	companies registration authorities.
	The scope of Company's business includes: open-pit mining of limestones
	for cement and sandstones for cement supplements; production, sales,
	exports and imports of cement and supplements and cement products;
	production and sales of aggregate and sandstone for construction; the
	design, production, sales, installation and after sales service of prefabricated
	building and prefabricated parts; general contracting; machinery,
	instruments, spare parts and the production, sales, exports and imports of
	raw materials for the use of corporate productions and scientific research;
	the production, sales, exports and imports of electronic equipment; technical
	support. The wholesale and retail of coal; contracting of overseas

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