Anhui Conch Cement : Poll Results of 2018 Annual General Meeting held on 30 May 2019 and Appointment...

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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)

Poll Results of 2018 Annual General Meeting held on 30 May 2019

and Appointment of Directors and Supervisors

POLL RESULTS OF ANNUAL GENERAL MEETING

The Board of the Company is pleased to announce that the AGM for FY2018 was held on Thursday, 30 May 2019 in the conference room of the Company at 39 Wenhua Road, Wuhu City, Anhui Province, the PRC. All of the resolutions set out in the Notice were passed without any modification by way of poll.

APPOINTMENT OF DIRECTORS AND SUPERVISORS

A list of personnel have been elected or re-elected as Directors of the eighth session of the Board and Supervisors (excluding staff representative Supervisor) of the eighth session of the Supervisory Committee at the AGM.

POLL RESULTS OF ANNUAL GENERAL MEETING

The board ("Board") of directors ("Directors") of Anhui Conch Cement Company Limited ("Company", together with its subsidiaries, collectively the "Group") is pleased to announce that the annual general meeting ("AGM") of the Company for the financial year ended 31 December 2018 ("FY2018") was held on Thursday, 30 May 2019 in the conference room of the Company at 39 Wenhua Road, Wuhu City, Anhui Province, the People's Republic of China ("the PRC").

As at the date of the AGM, the total number of issued shares ("Shares") of RMB1.00 each in the capital of the Company was 5,299,302,579, comprising 3,999,702,579 A Shares and 1,299,600,000 H Shares. The total number of Shares entitling the holders

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to be present at the AGM was 5,299,302,579, among which 92,347,596 A Shares held by Anhui Conch Venture Investment Company Limited were subject to undertakings not to exercise any voting right attached thereto (see the Company's announcement dated 8 October 2009 published on the websites of The Stock Exchange of Hong Kong Limited (the "Stock Exchange")), while the holders of the remaining 5,206,954,983 Shares (comprising A Shares and H Shares) were entitled to be present at the AGM and vote for or against any of the resolutions proposed at the AGM. There was no restriction on any shareholder of the Company ("Shareholder(s)") to cast votes on any of the resolutions proposed at the AGM. The number of Shares entitling their holders to be present at and vote only against or abstain from voting any or all of the resolutions proposed at the AGM was zero.

The number and ratio of shareholders and authorised proxies present at the AGM are set out as follows:

1. Number of Shareholders and authorised proxies who	82
attended the meeting
Of which : number of holders of A shares	81
number of holders of H shares	1
2. Total number of shares presented at the meeting entitling	3,153,692,958
the holder to vote on the resolutions
Of which : total number of shares held by holders of A shares	2,345,106,902
total number of shares held by holders of H shares	808,586,056
3. Percentage of shares presented at the meeting entitling the
holder to vote on the resolutions over the total number of	60.57
shares of the Company entitling the holder to vote (%)
Of which : percentage of shares held by holders of A shares	45.04
(%)
percentage of shares held by holders of H shares	15.53
(%)

The AGM was chaired by Mr. Gao Dengbang, an executive Director and the chairman of the Company. All the Directors, supervisors ("Supervisors") and the secretary to the Board also attended the AGM.

Ms Hou Min and Mr Gu Kan, being lawyers of Jingtian & Gongcheng, Beijing office, the PRC legal advisor to the Company, attended and acted as witnesses of the AGM. In accordance with the legal opinions of Jingtian & Gongcheng, Beijing office, the procedures for convening the AGM and the qualification of the convener of the AGM

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complied with the relevant rules, regulations and laws of the PRC, as well as the Company's articles of association ("Articles of Association"). The participants of the AGM had legal capacity to participate in relevant meetings, and the voting procedures and results of the AGM were legal and effective.

In accordance with the requirements of The Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules"), KPMG Certified Public Accountants ("KPMG") acted as the scrutineer for vote-taking at the AGM. KPMG's duty is limited to implementing certain procedures as requested by the Company, in order to confirm whether the summary of poll results prepared by the Company corresponded with the voting forms collected and provided to KPMG by the Company. The work performed by KPMG in this respect did not constitute an audit or review conducted in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, nor did it give any assurance or advice on matters on legal interpretation or voting rights.

All the resolutions as set out in the notice of the AGM dated 11 April 2019 ("Notice") were duly passed by way of poll and without any modification. Details of the voting results are set out below:

			The number of votes cast (%)
		Resolutions effected by				Whether
					the
	non-cumulative voting process:	For	Against	Abstain	resolution
						was
						passed
		To consider and approve the
1		report of the Board of the	3,146,313,738	686,600	6,692,620	Yes
	Company for FY2018 (ordinary	（99.77）	（0.02）	（0.21）
		resolution)
		To consider and approve the
2		report of the supervisory	3,146,313,738	686,600	6,692,620	Yes
	committee of the Company for	（99.77）	（0.02）	（0.21）
		FY2018 (ordinary resolution)
		To consider and approve the
		audited financial reports	3,148,065,631	2,062,207	3,565,120
3		prepared in accordance with the	Yes
	（99.82）	（0.07）	（0.11）
		PRC Accounting Standards and
		the International Financial

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	Reporting Standards
	respectively for FY2018
	(ordinary resolution)
	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,	3,141,121,268	11,558,270	1,013,420
4	and the reappointment of	Yes
（99.60）	（0.37）	（0.03）
	KPMG Huazhen LLP as the
	internal control auditor of the
	Company, and to authorise the
	Board to determine the
	remuneration of the auditors
	(ordinary resolution)
	To consider and approve the
5	Company's 2018 profit	3,152,665,138	16,300	1,011,520	Yes
appropriation proposal	（99.96）	（0.01）	（0.03）
	(ordinary resolution)
	To consider and approve the
	provision of guarantee by the
	Company in respect of the bank	3,151,073,838	1,586,200	1,018,920
6	borrowings or trade finance	Yes
（99.92）	（0.05）	（0.03）
	credit of 9 subsidiaries and joint
	venture entities (ordinary
	resolution)
	To consider and approve the
7	amendments to the Rules of	3,150,951,087	1,728,851	1,013,020	Yes
Procedures for the Shareholders'	（99.91）	（0.06）	（0.03）
	Meetings (ordinary resolution)
	To consider and approve the
	resolution regarding the	3,148,347,354	7,400	4,715,204
8	amendments to the Rules of	Yes
（99.84）	（0.01）	（0.15）
	Procedures for the Board of
	Directors (ordinary resolution)
9	To consider and approve the	3,143,675,999	9,003,539	1,013,420	Yes
resolution regarding the	（99.68）	（0.29）	（0.03）

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	amendments to the Articles of
	Association of the Company
	(special resolution)
	To consider and approve the
	grant of a general mandate to
10	the Board to exercise the power	2,121,820,050	1,031,058,118	801,420	Yes
to allot and issue overseas-listed	（67.28）		（32.69）	（0.03）
	foreign shares of the Company
	(special resolution)
						Percentage
						of shares
						voted in
						favour of the		Whether	Number	Number
Resolutions effected by	Number of	resolution		the	of votes
	of votes
cumulative voting process:	over the		resolution	cast
votes cast for		cast
				shares		was	abstain
					against
						presented at		passed
						the meeting
						entitling to
						vote (%)
11. To approve the resolution regarding the re-election or appointment of the executive or
non-executive Directors of the eighth session of the Board (ordinary resolution)
	To elect and appoint
11.01	Mr. Gao	Dengbang	3,094,612,544	98.13			Yes	51,533,781	1,435,228
as	an	executive
	Director
	To elect and appoint
11.02	Mr.	Wang Jianchao	3,008,827,388	95.41			Yes	213,154,041	17,668,237
as	an	executive
	Director
	To elect and appoint
11.03	Mr. Wu	Bin as an	3,010,839,585	95.47			Yes	184,963,692	105,410
	executive Director
	To elect and appoint
11.04	Mr. Li Qunfeng as an	2,924,595,519	92.74			Yes	42,676,465	17,668,237
	executive Director
	To elect and appoint
11.05	Mr. Ding Feng as a	2,920,475,128	92.60			Yes	79,864,947	17,668,237
	non-executive

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