China Shanshui Cement : INSIDE INFORMATION - WINDING-UP PETITION

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INSIDE INFORMATION

WINDING-UP PETITION

This announcement is made by China Shanshui Cement Group Limited (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

The Company refers to its announcements dated 22 January 2019, 21 March 2019 and 1 April 2019, in which it stated that it had applied for, among others, a validation order (the "VO Application") from the Grand Court of the Cayman Islands (the "Grand Court") to validate, among others, the transfer of shares held by requesting shareholders (the "Requesting Shareholders") to HKSCC Nominees Limited, the common nominee for shares deposited with the Hong Kong Stock Exchange's Central Clearing and Settlement System ("CCASS").

On 12 September 2019, the Grand Court handed down its judgment to the Company in relation to the VO Application. The Grand Court ordered the validation of any transfer of shares to HKSCC Nominees Limited by the Company's shareholders and that any such transfer shall not be avoided in the event of any order for the winding-up of the Company (the "Share Transfer Order").

On the same day that the judgment was handed down, the Grand Court also granted the petitioner, Tianrui (International) Holding Company Limited ("Tianrui"), leave to appeal the Grand Court's judgment to the Cayman Islands Court of Appeal. The Share Transfer Order has been stayed pending the outcome of the appeal, which the Grand Court has ordered be listed and heard urgently.

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In the same judgment, the Grand Court also validated (i) the Company's expenditure incurred in defending against the winding-up petition against the Company in the Cayman Islands and (ii) the payments made by the Company in redeeming all outstanding 7.50% senior notes due in 2020 that were issued by the Company, as referenced in, among others, the Company's announcements dated 15 November 2018 and 2 January 2019.

The Grand Court further maintained the condition under the previous validation order of 11 October 2018, to the effect that dispositions of property and payments made by the Company in the ordinary course of business shall not be avoided in the event a winding up order is eventually made, provided that such payments and dispositions do not exceed US$2 million in each calendar month (the "Disposition Condition").

The Company will vigorously contest Tianrui's appeal and is considering whether to seek leave to appeal the Grand Court's decision to maintain the Disposition Condition and other terms of the previous validation order.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

The Board of Directors

China Shanshui Cement Group Limited

Hong Kong, 17 September 2019

As at the date of this announcement, the Board comprises two executive Directors, namely Mr CHANG Zhangli and Ms. WU Ling-ling; and three independent non-executive Directors, namely Mr. CHANG Ming-cheng, Mr. LI Jianwei and Mr. HSU You-yuan.

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