China Tianrui Cement : GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS 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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Tianrui Group Cement Company Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1252)

GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting of China Tianrui Group Cement Company Limited to be held at 10 : 30 a.m. on 31 May 2021 at Conference Room, 3/F., Fuquan Grand Hotel, Shangtang Village, Lushan County, Pingdingshan City, Henan Province, PRC is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company's Hong Kong branch share registrar, 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 later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

28 April 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 EXTENSION MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 VOTING ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

APPENDIX I - EXPLANATORY STATEMENT

FOR THE BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . 9

APPENDIX II - PARTICULARS OF DIRECTORS PROPOSED

FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

- i -

DEFINITIONS

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

''Annual General	the annual general meeting of the Company to be held at 10 : 30
Meeting'' or ''AGM''	a.m. on 31 May 2021 at Conference Room, 3/F., Fuquan Grand
	Hotel, Shangtang Village, Lushan County, Pingdingshan City,
	Henan Province, PRC or any adjournment thereof
''Articles of	the articles of association of the Company adopted pursuant to
Association'' or	written resolutions passed by all the shareholders on 12
''Articles''	December 2011 and effective on 23 December 2011
''Board''	the board of Directors
''Buy-back Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the power of the Company to buy back
	the Shares on the Stock Exchange not exceeding 10% of the total
	number of Shares in issue as at the date of passing the relevant
	resolution at the Annual General Meeting
''BVI''	the British Virgin Islands
''Chairman Li''	Mr. Li Liufa (李留法), the founder of the Group, chairman of the
	Board, a non-executive Director of the Company, and a
	Controlling Shareholder
''Close Associate(s)''	has the meaning ascribed to it under the Listing Rules
''Companies Law''	the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands
''Company''	China Tianrui Group Cement Company Limited, an exempted
	company incorporated in the Cayman Islands with limited
	liability, the issued Shares of which are listed on the Stock
	Exchange
''Controlling	has the meaning ascribed to it under the Listing Rules and refers
Shareholder(s)''	to Chairman Li, Ms. Li, Tianrui Group Company, Tianrui
	International, Holy Eagle, Yu Qi and/or Yu Kuo
''Core Connected	has the meaning ascribed to it under the Listing Rules
Person(s)''
''Director(s)''	director(s) of the Company

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DEFINITIONS

''Extension Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to the effect that the total number of the Shares
	which may be allotted and issued under the Issue Mandate may
	be extended by an addition of an amount representing the
	additional number of Shares bought back under the Buy-back
	Mandate
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Holy Eagle''	Holy Eagle Company Limited (神鷹有限公司), a company
	incorporated in the BVI with limited liability and is a
	Controlling Shareholder
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issue Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the power of the Company to allot, issue
	and deal with new Shares not exceeding 20% of the total number
	of Shares in issue as at the date of passing the relevant resolution
	at the Annual General Meeting
''Latest Practicable	22 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Ms. Li''	Ms. Li Fengluan, an executive Director of the Company, and the
	spouse of Chairman Li
''Notice''	the notice of the Annual General Meeting as set out in this
	circular
''PRC''	The People's Republic of China and for the purpose of this
	circular, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
''SFC''	The Securities and Futures Commission of Hong Kong
''SFO''	The Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
''Share(s)''	ordinary share(s) with a nominal value of HK$0.01 each in the
	share capital of the Company

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	DEFINITIONS
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Hong Kong Codes on Takeovers and Mergers
''Tianrui Group	Tianrui Group Company Limited (天瑞集團股份有限公司), a
Company''	company established in the PRC with limited liability, owned as
	to 70% by Chairman Li and 30% by Ms. Li and is a Controlling
	Shareholder
''Tianrui International''	Tianrui (International) Holding Company Limited (天瑞（國際）
	控股有限公司), a company incorporated in the BVI with limited
	liability, which is wholly owned by Tianrui Group Company and
	is a Controlling Shareholder
''Yu Kuo''	Yu Kuo Company Limited (煜闊有限公司), a company
	incorporated in the BVI with limited liability and is a
	Controlling Shareholder
''Yu Qi''	Yu Qi Company Limited (煜祺有限公司), a company
	incorporated in the BVI with limited liability and is a
	Controlling Shareholder
''%''	per cent

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1252)

Chairman and Non-executive Director:	Registered Office:
Mr. Li Liufa	Cricket Square, Hutchins Drive
	PO Box 2681
Executive Directors:	Grand Cayman
Ms. Li Fengluan	KY1-1111
Mr. Ding Jifeng	Cayman Islands
Mr. Xu Wuxue
Mr. Li Jiangming	Headquarters and Principal Place
	of Business in the PRC:
Independent Non-executive Directors:	No. 63 Guang Cheng East Road
Mr. Kong Xiangzhong	Ruzhou City
Mr. Wang Ping	Henan Province
Mr. Du Xiaotang	PRC
	Place of Business in Hong Kong:
	Room 2504, 25/F
	Lippo Centre Tower 1
	89 Queensway, Admiralty
	Hong Kong
	28 April 2021
To the Shareholders,
Dear Sir or Madam,

GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain ordinary resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

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LETTER FROM THE BOARD

At the AGM, the Company will propose to the Shareholders to approve, among others, the following resolutions:

1. to approve the grant of the Issue Mandate to the Directors;
2. to approve the grant of the Buy-back Mandate to the Directors;
3. to approve the grant of the Extension Mandate to the Directors; and
4. to approve the proposed re-election of the Directors.

ISSUE MANDATE

At the Annual General Meeting, the Company will propose an ordinary resolution to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of Shares in issue as at the date of passing the relevant resolution. As at the Latest Practicable Date, a total of 2,938,281,647 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 587,656,329 Shares.

BUY-BACK MANDATE

At the Annual General Meeting, the Company will propose an ordinary resolution to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to buy back, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed and recognised by the SFC and the Stock Exchange for this purpose, Shares not exceeding 10% of the total number of Shares in issue as at the date of passing the relevant resolution. As at the Latest Practicable Date, a total of 2,938,281,647 Shares were in issue. Subject to the passing of the proposed resolution granting the Buy-back Mandate to the Directors and on the basis that no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 293,828,164 Shares.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Buy-back Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

EXTENSION MANDATE

In addition, an ordinary resolution will also be proposed at the Annual General Meeting to extend the Issue Mandate by an addition of an amount representing the additional number of Shares bought back under the Buy-back Mandate.

The Buy-back Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the Company is required by the Companies Law or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

RE-ELECTION OF DIRECTORS

In accordance with the article 84 of the Articles of Association of the Company, at each annual general meeting, at least one-third of Directors for the time being shall retire from office by rotation, provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Each of Mr. Xu Wuxue, Mr. Li Jiangming and Mr. Kong Xiangzhong will offer himself for re-election as director of the Company at the AGM.

In reviewing the structure, size and composition of the Board, the nomination committee of the Company (the ''Nomination Committee'') will consider the Board diversity from a number of aspects, including but not limited to gender, age, race, language, cultural and educational background, industry and professional experience, skills and knowledge. It shall recommend suitable candidates who are in and outside of the Group's circle of contacts. The candidates identified will be considered against criteria including character and integrity, business experience, compliance, willingness to devote sufficient time to discharge duties, diversity, contribution to the Board, and independence as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

The Nomination Committee has evaluated the retiring Directors based on criteria including but not limited to their character and integrity, professional qualifications, skills, knowledge, experience and willingness and ability to devote adequate time to discharge duties as members of the Board and is of the view that the retiring Directors will bring to the Board perspectives, skills and experience as further described in their particulars below.

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LETTER FROM THE BOARD

The Nomination Committee also considers that the retiring Directors can contribute to the diversity of the Board. The Board comprises eight members. The Directors also have a balanced mix of knowledge, skills and experience, including overall management, information technology and investment etc. They obtained degrees in various majors including economics, business administration, finance and engineering. The Board has three independent non-executive Directors with different backgrounds, representing more than one-third of the Board members. The Directors consider that the composition of the Board satisfies the Board's diversity policy.

The Board, with the recommendation of the Nomination Committee, believes that the valuable knowledge and experience of the retiring Directors in the businesses of the Group and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole and supports their re-elections as Directors at the AGM.

The Nomination Committee is of the view that the re-election of Mr. Kong Xiangzhong as an independent non-executive Director will enhance the professional standard and background of the Board. Given his profound knowledge and extensive practical experience in the cement industry and related organisations, the Board believes that Mr. Kong capable of providing positive contributions and independent view to the development of the Company's strategy and policies through his active participation at meetings. Mr. Kong served on the Board for more than 8 years but has never held any executive or management position in the Group nor has he throughout such period been under the employment of any member of the Group.

Mr. Kong has given the annual confirmation of his independence pursuant to Rule

3.13 of the Listing Rules to the Company and the Nomination Committee has assessed and is satisfied of the independence of Mr. Kong. The Board considers Mr. Kong to be independent and recommends him to be re-elected.

Biographical details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on page 15 to page 19 in this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time for the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

VOTING ARRANGEMENT

Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the Articles of Association, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote at the Annual General Meeting.

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Buy-back Mandate and the Extension Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend that Shareholders vote in favour of the relevant ordinary resolutions for approving the grant of the Issue Mandate, the Buy-back Mandate, the Extension Mandate and the re-election of the retiring Directors at the Annual General Meeting.

CLOSURE OF REGISTER OF MEMBERS

For determining the Shareholders who are entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the entitlement to attend and vote the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4 : 30 p.m. on Tuesday, 25 May 2021.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully,

For and on behalf of

China Tianrui Group Cement Company Limited

Li Liufa

Chairman

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APPENDIX I	EXPLANATORY STATEMENT
	FOR THE BUY-BACK MANDATE

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the proposed Buy-back Mandate.

1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to buy back their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the SFC and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all buy-back of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general buy-back mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 2,938,281,647 Shares in issue. Subject to the passing of the proposed resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 293,828,164 Shares, which represents 10% of the total number of Shares in issue as at the date of passing the resolution.

3. REASONS FOR THE BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and such exchange is recognised by the SFC and the Stock Exchange. Share buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders as a whole.

4. FUNDING OF BUY-BACKS

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands. Any buy-back of Shares will be made out of the profits of the Company or out of a fresh issue of Shares made for the purpose of the purchase or, if authorized by the Articles and subject to the Companies Law, out of capital and, in the case of any premium payable on the purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company, or if authorized by the Articles and subject to the Companies Law, out of capital.

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APPENDIX I	EXPLANATORY STATEMENT
	FOR THE BUY-BACK MANDATE

Taking into account the current working capital position of the Company, the Directors consider that, if the Buy-back Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as reflected in the latest audited financial statements of the Company. The Directors do not intend to make any buy-backs to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

5. SHARE PRICES

The Shares are trading on the Stock Exchange and the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the 12 months preceding the Latest Practicable Date are as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April	8.79	8.11
May	8.52	7.72
June	8.25	7.51
July	8.89	7.73
August	8.60	7.54
September	8.15	7.41
October	8.41	7.28
November	7.65	7.04
December	7.28	6.60
2021
January	7.84	6.58
February	7.08	5.99
March	6.32	5.72
April (up to the Latest Practicable Date)	6.65	5.73

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder's proportionate interest in the voting rights of the Company increases when the Company exercises its powers to buy back Shares pursuant to the Buy-back Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

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APPENDIX I	EXPLANATORY STATEMENT
	FOR THE BUY-BACK MANDATE

As at the Latest Practicable Date, to the best knowledge of the Company, Chairman Li and Ms. Li, who are the Controlling Shareholders of the Company through their interest in Yu Kuo, are interested in 2,044,484,822 Shares, representing approximately 69.58% of the issued share capital of the Company. In the event that the Directors should exercise in full the power to buy back Shares which is proposed to be granted pursuant to the Buy-back Mandate, the shareholding interest of Chairman Li and Ms. Li in the Company would be increased to approximately 77.31% of the issued share capital of the Company. Such increase would give rise to the amount of the share capital of the Company in public hands to be less than 25%.

The Directors do not have any present intention to exercise the power to buy back the Shares to the extent which will reduce the aggregate amount of the share capital of the Company in public hands to less than 25%.

7. SHARE BUY-BACK MADE BY THE COMPANY

The Company did not purchase any of its Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

8. GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their Close Associates has any present intention to sell any Shares to the Company if the Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Articles of Association, the Listing Rules and applicable laws of the Cayman Islands.

No Core Connected Person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company nor has any such Core Connected Person undertaken not to sell any Shares held by him/her to the Company in the event that the Buy-back Mandate is granted.

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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Particulars of the Directors proposed to be re-elected at the AGM are set out as follows:

(1) Mr. Xu Wuxue (徐武學)

Mr. Xu Wuxue (徐武學), male, aged 45, is an executive Director, the Chief Financial Officer of the Company (the ''CFO'') and a member of the remuneration committee of the Board (the ''Remuneration Committee'') and the Financial Controller of Tianrui Cement Group Company Limited. Mr. Xu was appointed as an executive Director and the CFO on 11 May 2013.

Mr. Xu has 18 years experience in finance and accounting. Mr. Xu joined the Group in 2006 and served as the Deputy Financial Controller and head of the finance department of Tianrui Cement Group Company Limited, and was appointed as the Chief Financial Officer of Tianrui Cement on 9 January 2013. Before that, Mr. Xu served as a clerk of the finance department of Ruzhou Tongyong Casting Co., Ltd. (汝 州市通用鑄造公司) and the deputy general manager and head of the finance department of Xingfeng Group Co., Ltd. (星峰集團有限責任公司) and the director of Tianrui Group Finance Company Limited since 14 July 2015. Mr. Xu graduated from Luoyang Industrial College (洛陽工業高等專科學校), majoring in finance, in 1996.

Mr. Xu has entered into an appointment letter with the Company for a term of 3 years with effect from 11 May 2019 subject to re-election. Mr. Xu shall be entitled to an annual Director's fee in a sum of RMB600,000 which has been determined by the Board with reference to the prevailing market conditions, his duties and responsibilities.

(2) Mr. Li Jiangming (李江銘)

Mr. Li Jiangming (李江銘), male, aged 43, is an executive Director, a joint company secretary and authorized representative of the Company and a vice general manager of Tianrui Cement Group Company Limited and a chief representative for Hong Kong business. He is mainly responsible for capital market investment and financing business and investor relations. Mr. Li was appointed as the joint company secretary of the Company on 1 March 2013 and was appointed as the executive Director of the Company on 11 June 2014.

Mr. Li has extensive experience in capital operation and had participated in the whole process of Initial Public Offering of China Tianrui Group Cement Company Limited on the Stock Exchange. After joining our Group, Mr. Li served as the sales manager of Tianrui Group Zhengzhou Cement Company Limited, the deputy head of the capital operation department of Tianrui Cement, the general manager of Zhengzhou Tianrui Cement Company Limited and the vice general manager and chief representative of Hong Kong business of Tianrui Cement Group Company Limited. Before joining the Group, Mr. Li had been a marketing assistant of Henan Xinfei Electric Appliance Co., Ltd. (河南新飛電器有限公司) and a Requirement Engineer of China E-port Data Center (中國電子口岸數據中心). Mr. Li obtained his master's degree from Wuhan University of Technology (武漢理工大學), majoring in

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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

international economics and trade, and obtained the securities practice qualification from the Securities Association of China. Mr. Li is the younger brother of Ms. Li Fengluan, an executive Director and the spouse of Mr. Li Liufa, chairman of the Board and a non-executive Director.

Mr. Li has entered into an appointment letter with the Company for a term of 3 year with effect from 11 June 2020 subject to re-election. Mr. Li shall be entitled to an annual Director's fee in a sum of RMB700,000 which has been determined by the Board with reference to the prevailing market conditions, his duties and responsibilities.

(3) Mr. Kong Xiangzhong (孔祥忠 )

Mr. Kong Xiangzhong (孔祥忠 ), male, aged 66, is an independent non-executive Director, the chairman of the nomination committee of the Board (the ''Nomination Committee'') and a member of the audit committee of the Board (the ''Audit Committee'') and the Remuneration Committee. Mr. Kong was appointed as an independent non-executive Director on 24 December 2012.

Mr. Kong currently serves as the executive chairman of China Cement Association. He is a professor grade senior engineer and an expert entitled to government special allowance from the State Council. Mr. Kong was appointed as an independent non-executive Director of Jilin Guanghua Holding Group Co., Ltd. (stock code: 000546), a company listed on Shenzhen Stock Exchange, in 2012. Mr. Kong graduated from Inorganic Materials Department of Shandong Building Materials Industry Institute (山東建築材料工業學院) majoring in engineering in 1982. He has long engaged in cement technology research and development, engineering design and technical management, and held various positions including the director and chief engineer of the cement grinding department of Hefei Cement Research and Design Institute of the State Bureau of Building Materials. Mr. Kong has also participated in and led many breakthrough and scientific study projects at national, provincial and ministry levels. He has served as the chief person in charge of design and engineering of some projects and a responsible person for a project financed by the World Bank. He was awarded the Second Prize and the Third Prize of the National Science and Technology Progress Award. Mr. Kong has been the secretary general, executive vice president and executive president of China Cement Association since 2005. He has participated in the drafting and revision of a number of national policies, plans and standards concerning the development of the cement industry. He has successively served as a project review expert of the NDRC and the Ministry of Environmental Protection, an expert of the first session of the expert academic committee of China International Engineering Consulting Corporation and an award-winning expert of the Science and Technology Progress Award of the Ministry of Science and Technology.

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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Kong has entered into an appointment letter with the Company for a term of 1 year with effect from 24 December 2020 subject to re-election. Mr. Kong shall be entitled to an annual Director's fee in a sum of RMB200,000, which has been determined by the Board with reference to the prevailing market conditions, his duties and responsibilities.

Save as disclosed above, none of the foregoing mentioned Directors have any other relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, nor do they have any interests in the Shares of the Company within the meaning of Part XV of the SFO, nor are they aware of any other matters that are required to be disclosed pursuant to the respective paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or other matters that need to be brought to the attention of the Shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1252)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of China Tianrui Group Cement Company Limited (the ''Company'') will be held at 10 : 30 a.m. on 31 May 2021 at Conference Room, 3/F., Fuquan Grand Hotel, Shangtang Village, Lushan County, Pingdingshan City, Henan Province, PRC for the following purposes:

As ordinary business:

1. To receive and adopt the audited consolidated financial statements and the reports of the Directors and the independent auditor of the Company for the year ended 31 December 2020.
2. (i) To re-elect the following directors of the Company:
3. 1. 1. To re-elect Mr. Xu Wuxue as executive Director;
      2. To re-elect Mr. Li Jiangming as executive Director; and
      3. To re-elect Mr. Kong Xiangzhong as independent non-executive Director;
   2. To authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors.
4. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company until the conclusion of the next annual general meeting and to authorise the Board of Directors to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. ''THAT
2. 1. subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the ''Listing Rules''), be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (i) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
   3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and Directors of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company; (c) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   ''Relevant Period'' means the period from the date of 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 of the Company in general meeting.

''Rights Issue'' means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

1. ''THAT
2. 1. subject to paragraph (ii) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (iii) below) of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Takeovers Code and the Listing Rules be and is hereby generally and unconditionally approved;
   2. the total number of Shares which are authorised to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution:
      ''Relevant Period'' means the period from the date of 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 Company in general meeting.''
2. ''THAT conditional upon the passing of the resolutions set out in paragraphs 4(A) and 4(B) of the notice convening this AGM, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 4(A) of the notice convening this AGM be and is hereby extended by the addition thereto an amount of shares representing the total number of Shares purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors of the Company under the resolution set out in paragraph 4(B) above, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing this resolution.''

Notes:

1. For determining the shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021 (both dates inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the entitlement to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4 : 30 p.m. on Tuesday, 25 May 2021.
2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company's Hong Kong branch share registrar, 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 fixed for holding the AGM or any adjourned meeting.

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NOTICE OF ANNUAL GENERAL MEETING

1. Each of Mr. Xu Wuxue, Mr. Li Jiangming and Mr. Kong Xiangzhong will offer himself for re-election as Director of the Company at the AGM. Particulars of the above Directors are set out in the circular of the Company dated 28 April 2021.
2. In relation to proposed resolutions number 4(A) and 4(C), approval is being sought from the shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The Directors have no immediate plans to issue any new shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.
3. In relation to proposed resolution number 4(B) above, the Directors wish to state that they will exercise the powers conferred thereby to buy back shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules will be set out in the circular of the Company dated 28 April 2021.
4. In the case of joint holders of any share, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the AGM, in person or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).
5. Completion and delivery of the form of proxy will not preclude a shareholder from attending and voting at the AGM if they so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

By order of the Board

China Tianrui Group Cement Company Limited

Li Liufa

Chairman

Hong Kong, 28 April 2021

As at the date of this notice, the Board consists of Chairman and non-executive Director, Mr. Li Liufa; executive Directors, Ms. Li Fengluan, Mr. Ding Jifeng, Mr. Xu Wuxue and Mr. Li Jiangming; and independent non-executive Directors, Mr. Kong Xiangzhong, Mr. Wang Ping and Mr. Du Xiaotang.

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