China Shanshui Cement : PROPOSED RE-ELECTION OF DIRECTORS; REQUISITION BY SHAREHOLDERS; PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES; AND NOTICE OF ANNUAL GENERAL MEETING

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 stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Shanshui Cement Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

PROPOSED RE-ELECTION OF DIRECTORS;

REQUISITION BY SHAREHOLDERS;

PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE SHARES AND TO BUY BACK SHARES;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Shanshui Cement Group Limited to be held at Meeting Room, 3/F, Shandong Shanshui Cement Group Company Limited, Shanshui Industrial Park, Gushan Town, Changqing District, Jinan City, Shandong Province, PRC on Saturday, 29 May 2021 at 9:30 a.m. is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting (i.e. not later than 9:30 a.m. on Thursday, 27 May 2021) or any adjourned meeting thereof (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the meeting or at any adjournment (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

References to time and dates in this circular are to Hong Kong time and dates.

28 April 2021

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	Requisition by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Proposed Granting of General Mandates to Issue Shares and to Buy back Shares . . . . .	3
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Vote by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
7.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
10.	General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	- Biographical Details of Directors Subject to Re-election . . . . . . . . . . . . . . . .	6
Appendix II	- Biographical Details of Director Candidate . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix III - Explanatory Statement for the Share Buy-back Mandate . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held at Meeting
or "AGM"	Room, 3/F, Shandong Shanshui Cement Group Company Limited,
	Shanshui Industrial Park, Gushan Town, Changqing District, Jinan
	City, Shandong Province, PRC on Saturday, 29 May 2021 at 9:30
	a.m., to consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out on pages 14
	to 18 of this circular, or any adjournment thereof
"Articles of Association"	the amended and restated articles of association of the Company
"Board"	the board of Directors
"Company"	China Shanshui Cement Group Limited (中國山水水泥集團有限
	公司), an exempted company incorporated in Cayman Islands with
	limited liability, the Shares of which are listed on the Main Board
	of the Stock Exchange
"Director(s)"	the director(s) of the Company
"General Issuance Mandate"	the general and unconditional mandate proposed to be granted to
	the Directors at the Annual General Meeting to allot, issue or deal
	with additional Shares of not exceeding 20% of the total number
	of issued Shares as at the date of passing of the ordinary resolution
	in relation thereof
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	21 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in this
	circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time

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	DEFINITIONS
"Memorandum of Association"	the amended and restated memorandum of association of the
	Company
"PRC"	the People's Republic of China
"Requesting Shareholders"	China Shanshui Investment Company Limited and Mr. Huang
	Kehua
"Requisition"	the requisition as set out in the Requisition Notices
"Requisition Notices"	the requisition notices dated 12 April 2021 and 21 April 2021
	received from the Requesting Shareholders
"RMB"	the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong, as amended from time to time
"Share Buy-back Mandate"	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to buy back Shares up to
	10% of the total number of issued Shares as at the date of passing
	of the ordinary resolution in relation thereof
"Share(s)"	ordinary share(s) with a par value of US$0.01 each in the share
	capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers and Share Buy-backs issued
	by the Securities and Futures Commission in Hong Kong, as
	amended from time to time
"US$"	United States dollars, the lawful currency of the United States of
	America
"%"	per cent

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LETTER FROM THE BOARD

Executive Directors:	Registered Office:
Mr. CHANG Zhangli (Chairman)	Second Floor, Century Yard, Cricket Square
Ms. WU Ling-ling	P.O. Box 902
	Grand Cayman, KY1-1103
Independent Non-executive Directors:	Cayman Islands
Mr. CHANG Ming-cheng
Mr. LI Jianwei	Principal Place of Business in Hong Kong:
Mr. HSU You-yuan	Level 54, Hopewell Centre
	183 Queen's Road East
	Hong Kong

28 April 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS;

REQUISITION BY SHAREHOLDERS;

PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE SHARES AND TO BUY BACK SHARES;

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the resolutions to be proposed at the AGM which will be convened for the purpose of considering and, if thought fit, approving, amongst other things:

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LETTER FROM THE BOARD

1. the re-election of Directors;
2. the information in relation to the Requisition; and
3. the grant of general mandates to issue Shares and to buy back Shares.

2. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Article 16.18 of the Articles of Association, at every annual general meeting of the Company one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat.

Accordingly, Mr. LI Jianwei and Mr. HSU You-yuan shall retire from office as Independent Non-executive Directors by rotation at the AGM. The above Directors, being eligible, will offer themselves for re-election at the AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all Independent Non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid Independent Non-executive Directors who are due to retire at the AGM. The Company considers that the retiring Independent Non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Details of the above retiring Directors are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

1. REQUISITION BY SHAREHOLDERS
   On 12 April and 21 April, the Company received the Requisition Notices from the Requesting Shareholders. In the Requisition Notices, the Requesting Shareholders nominated Mr. Hou Jianguo (currently a director of China Shanshui Investment Company Limited) to be elected as an executive Director in the AGM to be held on 29 May 2021 or another date that the Company may decide.
   The Company has confirmed that the Requesting Shareholders are registered shareholders of the Company collectively holding not less than 10% of the Company's paid up capital.
   Details of Mr. Hou Jianguo are set out in Appendix II to this circular.
2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES
   In order to give the Company the flexibility to issue and buy back Shares if and when appropriate, ordinary resolutions will be proposed at the AGM to approve the granting to the Directors of general mandates to issue, allot and deal with additional Shares and to buy back its Shares on the Stock Exchange. The Directors believe that the granting of these general mandates will be in the best interests of the Company and the Shareholders as a whole.
   At the AGM, an ordinary resolution, full text of which is set out as resolution No. 6 in the notice of AGM, will be proposed to the Shareholders to grant to the Directors a general mandate to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of passing the proposed ordinary resolution (i.e. 870,793,245 Shares, based on the total number of issued Shares as at the Latest Practicable Date and subject to no Shares being issued or bought back by the Company during the period between the Latest Practicable Date and the date of the AGM).
   At the AGM, an ordinary resolution, full text of which is set out as resolution No. 5 in the notice of AGM, will be proposed to the Shareholders to grant to the Directors a general mandate to exercise all the powers of the Company to buy back issued Shares not exceeding 10% of the total number of issued Shares of the Company as at the date of passing the proposed ordinary resolution (i.e. 435,396,622 Shares, based on the total number of issued Shares as at the Latest Practicable Date and subject to no Shares being issued or bought back by the Company during the period between the Latest Practicable Date and the date of the AGM).
   An explanatory statement in compliance with Rule 10.06(1)(b) of the Listing Rules relating to the Share Buy-back Mandate is set out in Appendix III to this circular.

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LETTER FROM THE BOARD

In addition, an ordinary resolution, full text of which is set out as resolution No. 7 in the notice of AGM, will be proposed at the AGM to authorise the extension of the General Issuance Mandate by adding to it the number of Shares subsequently bought back by the Company under the Share Buy- back Mandate.

1. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
   The notice convening the AGM to be held at Meeting Room, 3/F, Shandong Shanshui Cement Group Company Limited, Shanshui Industrial Park, Gushan Town, Changqing District, Jinan City, Shandong Province, PRC on Saturday, 29 May 2021 at 9:30 a.m. is set out on pages 14 to 18 of this circular.
   Enclosed with this circular is the form of proxy for use at the AGM. Such form is also available at the websites of Stock Exchange at http://www.hkexnews.hk and the Company at http://www.sdsunnsygroup.com. Whether or not you are able to attend the AGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 9:30 a.m. on Thursday, 27 May 2021) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.
2. VOTE BY POLL
   Any vote in respect of the resolutions to be put forward for consideration at the AGM will be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands in accordance with Rule 13.39(4) of the Listing Rules. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.
   To the best information of the Directors after making reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions proposed to be adopted at the AGM.

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LETTER FROM THE BOARD

1. CLOSURE OF REGISTER OF MEMBERS
   The register of members of the Company will be closed from Tuesday, 25 May 2021 to Saturday, 29 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 24 May 2021.
2. RESPONSIBILITY STATEMENT
   This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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.
3. RECOMMENDATION
   The Directors believe that the proposed re-election of Directors, the granting of the General Issuance Mandate, the granting of the Share Buy-back Mandate and the extension of the General Issuance Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.
   In addition, having considered the qualification and experience of Mr. Hou Jianguo, the Board considers that Mr. Hou Jianguo possesses the necessary qualifications for serving as a Director, and accordingly resolved to submit the Requisition to the AGM for your consideration.
4. GENERAL
   Your attention is drawn to additional information as set out in the Appendices.

By Order of the Board

China Shanshui Cement Group Limited

CHANG Zhangli

Chairman

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION

Information as required to be disclosed under the Listing Rules on the Directors proposed to be re-elected at the AGM are set out as follows:

Mr. LI Jianwei

Mr. LI Jianwei, aged 47, has been an independent non-executive Director of the Company since 23 May 2018 and is the chairman of the Remuneration Committee, a member of both the Nomination Committee and the Audit Committee of the Company. Mr. LI is a Juris Doctor, a professor of Commercial Law at China University of Political Science and Law and a supervisor of doctoral students. He also serves as the director of Department of Law and Commerce of Business School, chairman of Academic Committee of Business School, as well as the secretary general of the Commercial Law Research Society of China Law Society. His main research areas include, among others, civil and commercial law, corporate law, securities law, corporate governance etc. He is a well-known young and middle-aged company law expert in China who has made outstanding achievements in the research of a broad range of commercial laws including company law, securities law, insurance law, investment fund law and trust law etc. He worked as a post-doctoral researcher at the Business School of the Renmin University of China from 2002 to 2004, a senior visiting scholar at the Law School of University of The New South Wales, Australia from 2008 to 2009 and a visiting professor at the Law School of The Aoyama Gakuin University in Japan from 2013 to 2015. His past positions also include the executive director and secretary general of the Commercial Law Research Society of China Law Society, executive director of China Association of Business Law, member of the 1st, 2nd and 3rd Hong Kong and Macau Law Committee of Zhuhai Hengqin New Area, member of Expert Advisory Committee of courts such as Guangzhou Intermediate People's Court, and arbitrator of arbitration committees in Beijing, Fuzhou, Changsha, Guangzhou, Zibo, Beihai, Ordos and Zhuhai etc. He has been in charge of more than 10 national and provincial level projects including a chief specialist of significant projects under the National Social Science Fund of China, youth research project under the National Social Science Fund of China, Humanities and Social Science Fund of the Ministry of Education, rule of law theory projects of the Ministry of Justice and social science projects under Beijing Social Science Fund etc. He has been in charge of the Youth Research Innovation Team Project of Commercial Law in China University of Political Science and Law for 6 years from 2012 to 2018. He has published more than 160 academic papers in publications such as China Legal Science, Journal of Law and Xinhua Digest, and published more than 10 books and translated works including "A Study of Independent Directors", "Corporate Mechanism, Corporate Management and Corporate Governance" and "Company Law". He has won many awards for research excellence such as the second prize in Dong Biwu Youth Law Achievement Award and the third prize in the 4th China Law Outstanding Achievement Award. As a legal expert, he has successively participated in expert argumentation of a number of legislative and judicial interpretation documents, including, among others, General Principles of Civil Law, Civil Code

• Contracts, Company Law, Electronic Commerce Law and Company Law Interpretation (3) (4). He has won the Outstanding Teacher Award of 2011 and Excellent Teacher Award of 2007, 2009, 2010, 2016 of the China University of Political Science and Law. He has been awarded as one of the Ten Teachers

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION

Most Welcomed by Undergraduates in 2006, 2008 and 2010. In 2015, he obtained the qualification of independent director from the Shanghai Stock Exchange and is currently the independent director of Hanwang Technology Co., Ltd. (漢王科技股份有限公司), whose shares have been listed on the Shenzhen Stock Exchange (Stock Code: 002362) since April 2018, Linksus Digiwork Marketing Communication Co., Ltd. (靈思雲途營銷顧問股份有限公司) whose shares have been listed on the National Equities Exchange and Quotations (Stock Code: 838290) since May 2017, and China Quanjude (Group) Co., Ltd. (中國全聚德（集團）股份有限公司) whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 002186) since 29 December 2018 and serves as the chairman of the board of Beijing Fangyuan Zhonghe Culture Communication Co., Ltd. (北京方圓眾合教育科技有限公司).

Save as aforesaid, Mr. LI Jianwei did not hold any other position with the Company or other members of the Group and Mr. LI Jianwei did not hold any other directorships in public listed companies in Hong Kong or overseas in the past three years.

Mr. LI Jianwei does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. The director's remuneration of Mr. LI Jianwei as an independent non-executive Director under his appointment letter is not exceeding RMB1 million per annum. The emoluments of Mr. LI Jianwei are determined with reference to salaries paid by comparable companies, his experience, responsibilities and performance.

As at the Latest Practicable Date, Mr. LI Jianwei does not have interests in any Shares within the meaning of Part XV of the SFO.

There is no information which is discloseable nor is/was Mr. LI Jianwei involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2) (h) to (v) of the Listing Rules and there are no other matters concerning Mr. LI Jianwei that need to be brought to the attention of the Shareholders.

Mr. HSU You-yuan

Mr. HSU You-yuan, aged 66, has been an independent non-executive Director of the Company since 4 September 2018 and is a member of the Remuneration Committee, the Audit Committee and the Nomination Committee of the Company. Mr. HSU has been the chairman and president of DCH Solargiga GmbH since February 2018 and a non-executive director of Solargiga Energy Holdings Limited (Stock Code: 757) since June 2016. He was the managing director of Silicon Technology Investment (Cayman) Corp. and was appointed as the chief executive officer of Solar Technology Investment (Cayman) Corp., responsible for overseeing, amongst others, investment of Water Works Corp. in the solar energy industry. In March 2006, he was appointed as a director and he was subsequently appointed as the chairman of the board of Jinzhou Youhua Silicon Materials Co., Ltd. in September 2006. Mr. HSU's previous work credentials also include acting as deputy general manager of Mosel Vitelic Inc., a company listed on the

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION

Taiwan Stock Exchange with stock code 2342 and as a member of the board of directors and executive vice-president of Mosel Vitelic (Hong Kong) Limited, a subsidiary of Mosel Vitelic Inc. Mr. HSU had also made contributions to non-commercial sectors in the past. He served as a researcher, a deputy director, and the director of business department of the Executive Yuan Development Fund of Taiwan (Executive Yuan Development Fund is now known as National Development Fund, Executive Yuan). He was also a lecturer of Statistics and Managerial Mathematics for the business administration department at the Chinese Culture University and published the Supply and Demand Models of Cement in Taiwan in the Taiwan Economy (Issue 59 of 1981) of the Economic Planning and Mobilization Council Taiwan Provincial Government. Mr. HSU obtained his bachelor's degree in Statistics from National Cheng Kung University in 1978 and his master's degree in International Business Administration from Chinese Culture University in 1980.

Save as aforesaid, Mr. HSU You-yuan did not hold any other position with the Company or other members of the Group and Mr. HSU You-yuan did not hold any other directorships in public listed companies in Hong Kong or overseas in the past three years.

Mr. HSU You-yuan does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. The director's remuneration of Mr. HSU You-yuan as an independent non-executive Director under his appointment letter is not exceeding RMB1 million per annum. The emoluments of Mr. HSU You-yuan are determined with reference to salaries paid by comparable companies, his experience, responsibilities and performance.

As at the Latest Practicable Date, Mr. HSU You-yuan does not have interests in any Shares within the meaning of Part XV of the SFO.

There is no information which is discloseable nor is/was Mr. HSU You-yuan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2) (h) to (v) of the Listing Rules and there are no other matters concerning Mr. HSU You-yuan that need to be brought to the attention of the Shareholders.

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APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATE

The following sets out details of Mr. Hou Jianguo, which have been reproduced from and are solely based upon the information provided by the Requesting Shareholders. Such information has not been independently verified by the Company or the Directors.

Mr. HOU Jianguo

Mr. HOU Jianguo, aged 59, is currently a director of China Shanshui Investment Company Limited. He has also been serving as director and chief accountant of Jinan Industrial Development Investment Group Co., Ltd (濟南產業發展投資集團有限公司) since May 2017.

He has previously served as the chairman of Jinan municipal committee of the Jiu San Society (九三學社 濟南市委員會) and was a standing committee member of the Municipal Committee of the CPPCC. He was granted the title of senior accountant by the Shandong Senior Assessment Committee for Qualification in Accounting (山東省會計專業資格高級評審委員會) in January 2003.

He graduated from the postgraduate programme for in-service cadres of the Party School of Shandong Provincial Committee of the Communist Party of China (中國共產黨山東省委員會黨校) in June 2008 as an economic management major, and the Finance School of Shandong Province (山東省財政學校) in July 1984 as a finance and taxation major.

Upon the approval of appointment of Mr. HOU Jianguo as an executive Director at the AGM, Mr. HOU Jianguo will sign a service contract with the Company for a period of three years subject to the relevant provisions of retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Following his election to the Board, the remuneration of Mr. HOU Jianguo will be duly considered and determined by the Board with reference to his qualification, experience, positions in the Company and duties as well as the prevailing market situation.

Save as disclosed above, Mr. HOU Jianguo does not hold any position with the Company or other members of the Group and Mr. HOU Jianguo did not hold any other directorships in public listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. HOU Jianguo does not have interests in any Shares within the meaning of Part XV of the SFO.

There is no information which is discloseable nor is/was Mr. HOU Jianguo involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2) (h) to (v) of the Listing Rules and there are no other matters concerning Mr. HOU Jianguo that need to be brought to the attention of the Shareholders.

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APPENDIX III EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

The following explanatory statement contains all the information required by the Listing Rules in connection with the Share Buy-back Mandate.

1. LISTING RULES
   The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:
2. 1. the shares to be bought back by a company must be fully paid-up;
   2. the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
   3. all on market buy-back of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such buy-back, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.
3. SHARE CAPITAL
   As at the Latest Practicable Date, the authorised share capital of the Company was US$100,000,000 divided into 10,000,000,000 Shares of par value of US$0.01 each and the number of Shares in issue was 4,353,966,228.
   Subject to the passing of the ordinary resolution for approving the Share Buy-back Mandate at the AGM and on the basis that no further Shares will be issued or bought back prior to the AGM, the Company would be allowed under the Share Buy-back Mandate to buy back up to a maximum of 435,396,622 Shares during the period in which the Share Buy-back Mandate remains in force. Any Shares bought back pursuant to the Share Buy-back Mandate must be fully paid-up. The Directors wish to state that they have no immediate plan to buy back any Shares pursuant to the Share Buy- back Mandate.

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APPENDIX III EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

1. REASONS FOR SHARE BUY-BACK
   The Directors believe that the Share Buy-back Mandate is in the interests of the Company and the Shareholders as a whole. Such Share buy-back may, depending on the market conditions and funding arrangements, result in an increase in net assets and/or earnings per Share. The Directors are seeking the Share Buy-back Mandate to give the Company the flexibility to buy back Shares if and when appropriate. The Directors will decide the number of Shares to be bought back on each occasion and the price and other terms upon which the same are bought back at the relevant time having regard to the circumstances then pertaining.
2. FUNDING OF SHARE BUY-BACK
   It is envisaged that any Share Buy-back would be funded out of funds legally available for such purpose under the Cayman Islands law and the Memorandum of Association and Articles of Association. Under the Cayman Islands law, the Shares so bought back will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced. The working capital or gearing position of the Company may be adversely affected in the event that the proposed Share Buy-back Mandate were to be carried out in full at any time during the period which the Share Buy- back Mandate remains in force. However, the Directors do not propose to exercise the Share Buy- back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company as is from time to time appropriate.

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APPENDIX III EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange in each of the previous twelve months preceding the Latest Practicable Date and up to that date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	2.47	2.00
May	2.29	1.92
June	2.22	1.97
July	2.44	2.02
August	2.77	2.05
September	2.19	2.01
October	2.19	1.88
November	2.08	1.89
December	2.07	1.81
2021
January	1.94	1.74
February	2.30	1.78
March	2.20	1.95
April (up to and including the Latest Practicable Date)	2.10	1.99

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) have any present intention to sell Shares to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

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APPENDIX III EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

1. TAKEOVERS CODE
   If, as a result of a buy-back of Shares, a Shareholder's proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
   To the best knowledge of the Company, as at the Latest Practicable Date, Tianrui (International) Holding Company Limited, the largest substantial shareholder of the Company (as defined in the Listing Rules), was interested in 951,462,000 Shares representing approximately 21.85% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the shareholding of Tianrui (International) Holding Company Limited would be increased to approximately 24.28% of the issued share capital of the Company. Such an increase would not trigger an obligation to make a general offer pursuant to the Takeovers Code.
   Accordingly, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
2. SHARE BUY-BACK MADE BY THE COMPANY
   No buy-back of Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting of China Shanshui Cement Group Limited (the "Company") will be held at Meeting Room, 3/F, Shandong Shanshui Cement Group Company Limited, Shanshui Industrial Park, Gushan Town, Changqing District, Jinan City, Shandong Province, PRC on Saturday, 29 May 2021 at 9:30 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2020.
2. To re-elect Mr. LI Jianwei and Mr. HSU You-yuan as independent non-executive directors of the Company, and authorise the board of directors of the Company to fix the respective director's remuneration.
3. To elect Mr. HOU Jianguo as an executive director of the Company, and authorise the board of directors of the Company to fix his remuneration.
4. To re-appoint Moore Stephens CPA Limited as auditors of the Company and authorise the board of directors of the Company to fix their remuneration.
5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
6. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares in accordance with all applicable laws, rules and regulations (including the application by the Company for a validation order from the Grand Court of the Cayman Islands if required);
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NOTICE OF ANNUAL GENERAL MEETING

1. the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
2. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers in accordance with all applicable laws, rules and regulations (including the application by the Company for a validation order from the Grand Court of the Cayman Islands if required);
2. The mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company.

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

By Order of the Board

China Shanshui Cement Group Limited

CHANG Zhangli

Chairman

Hong Kong, 28 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. The register of members of the Company will be closed from Tuesday, 25 May 2021 to Saturday, 29 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the annual general meeting, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 24 May 2021.
3. A shareholder of the Company who is entitled to attend and vote at the annual general meeting covered by the above notice is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not to be a shareholder of the Company but must attend in person to represent the shareholder. A shareholder of the Company who is the holder of two or more shares is entitled to appoint one or more person(s) as his proxy/ proxies to attend and, on a poll, vote instead of him. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
4. Taking into account the recent developments of the coronavirus disease 2019 (COVID-19), the Company will implement the following prevention and control measures at the annual general meeting to safeguard the health and safety of the shareholders attending the annual general meeting:
5. • Compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue.
   • Every shareholder or proxy is required to wear surgical mask throughout the meeting.
   • No refreshment will be served, and there will be no corporate gift.
6. To facilitate the ongoing prevention and control of COVID-19, the Company encourages that the shareholders, particularly those who are subject to quarantine in relation to COVID-19, consider appointing the Chairman of the annual general meeting as their proxy to vote on the relevant resolutions at the annual general meeting, instead of attending the annual general meeting in person. The directors of the Company may participate at the annual general meeting by conference telephone or other communications equipment by means of which all persons participating in the annual general meeting can communicate with each other simultaneously and instantaneously.
7. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the annual general meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the annual general meeting, then one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such share shall alone be entitled to vote in respect thereof.
8. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited at the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the annual general meeting (i.e. not later than 9:30 a.m. on Thursday, 27 May 2021) or any adjourned meeting thereof (as the case may be). Completion and return of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the annual general meeting or at any adjourned meeting thereof (as the case may be).
9. References to time and dates in this notice are to Hong Kong time and dates.

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