China Shanshui Cement Group Limited — Proxy Solicitation & Information Statement 2016

May 18, 2016

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 your stockbroker or other registered dealer in securities, 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 and the accompanying form of proxy to the purchaser or the 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.

CHINA SHANSHUI CEMENT GROUP LIMITED 中國山水水泥集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 691)

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Shanshui Cement Group Limited to be held at Room 1 and Room 2, United Conference Centre Limited, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 17 June 2016 at 9:30 a.m. is set out on pages 14 to 17 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 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 annual general meeting or any adjourned meeting thereof (as the case may be) should you so wish.

18 May 2016

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**Letter **	from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Issuance Mandate and Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I − Explanatory Statement for the Share Buy-back Mandate . .		6
Appendix II − Particulars of Retiring Directors Subject to Re-election . . .		9
**Notice **	of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be held at Room 1 and Room 2, United Conference Centre Limited, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 17 June 2016 at 9:30 a.m. or any adjournment thereof

• “Articles of Association”

• the articles of association of the Company, as amended from time to time and “Article” shall mean an article of the Articles of Association

• “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

• “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

• “Issuance Mandate”

• a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with additional new Shares not exceeding 20% of the total issued Shares as at the date of passing of the ordinary resolution in relation thereof

• “Latest Practicable Date”

• 13 May 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Memorandum of Association”

• the memorandum of association of the Company as amended from time to time

– 1 –

DEFINITIONS

the People’s Republic of China

“PRC” the People’s Republic of China “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time “Share(s)” ordinary share(s) with a par value of US$0.01 each in the share capital of the Company “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 issued Shares as at the date of passing of the ordinary resolution in relation thereof

“Shareholder(s)” holder(s) of the 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

– 2 –

LETTER FROM THE BOARD

CHINA SHANSHUI CEMENT GROUP LIMITED 中國山水水泥集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 691)

Executive Directors:

Mr. Li Liufa (Chairman) Mr. Li Heping (Chief Executive Officer) Mr. Liu Yiu Keung, Stephen (Mr. Yen Ching Wai, David as his alternate) Mr. Cheung Yuk Ming

Non-executive Directors:

Mr. Hwa Guo Wai, Godwin Mr. Chong Cha Hwa

Independent non-executive Directors:

Ms. Ho Man Kay, Angela Mr. Law Pui Cheung Mr. Wong Chi Keung

Registered Office:

P.O. Box 10008 Willow House, Cricket Square Grand Cayman KY1-1001 Cayman Islands

Principal Place of Business in Hong Kong: Room 2609, 26/F Tower II, Lippo Centre 89 Queensway Admiralty Hong Kong

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES; RE-ELECTION OF RETIRING DIRECTORS; 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:

• (i) the grant of the Issuance Mandate and the Share Buy-back Mandate to the Directors; and

• (ii) the re-election of retiring Directors.

– 3 –

LETTER FROM THE BOARD

2. ISSUANCE MANDATE AND SHARE BUY-BACK MANDATE

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 of general mandates to the Directors to issue, allot and deal with additional Shares and to exercise all the powers of the Company to buy back its own Shares. The Directors believe that the granting of these general mandates will be in the 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. 4 in the notice of AGM, will be proposed to the Shareholders to grant to the Directors a general and unconditional mandate to allot, issue and deal with additional Shares not exceeding 20% of the issued Shares of the Company as at the date of passing the proposed ordinary resolution (i.e. 675,828,048 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). In addition, an ordinary resolution, full text of which is set out as resolution no. 6 in the notice of AGM, will be proposed at the AGM to authorise the extension of the Issuance Mandate by adding to it the number of Shares subsequently bought back by the Company under the Share Buy-back Mandate.

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 and unconditional mandate to exercise all the powers of the Company to buy back issued Shares not exceeding 10% of the issued Shares of the Company as at the date of passing the proposed ordinary resolution (i.e. 337,914,024 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 I to this circular.

3. RE-ELECTION OF RETIRING 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 3, then the number nearest to, but not less than, one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

Pursuant to Article 16.2 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed to fill a casual vacancy shall hold office only until the next following general meeting of the Company and shall then be subject to re-election at that meeting. Any Director so appointed as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

– 4 –

LETTER FROM THE BOARD

In accordance with Article 16.18 of the Articles of Association, Mr. Cheung Yuk Ming, Mr. Chong Cha Hwa and Mr. Law Pui Cheung shall retire from office by rotation at the AGM. In accordance with Article 16.2 of the Articles of Association, Mr. Wong Chi Keung who has been appointed by the Board on 2 February 2016 shall hold office until the AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

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

4. AGM

The notice convening the AGM to be held at Room 1 and Room 2, United Conference Centre Limited, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 17 June 2016 at 9:30 a.m. is set out on pages 14 to 17 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 www.hkexnews.hk and the Company at www.shandongshanshui.com and www.shanshuicement.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 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.

Any vote in respect of the resolutions to be put forward for consideration at the AGM will be taken by poll in accordance with Rule 13.39(4) of the Listing Rules.

5. RECOMMENDATION

The Directors believe that the grant of the Issuance Mandate, the grant of the Share Buy-back Mandate, the extension of the Issuance Mandate and the re-election of retiring Directors 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.

6. GENERAL

Your attention is drawn to additional information as set out in the Appendices.

By Order of the Board

LI Liufa

Chairman

18 May 2016

– 5 –

EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

APPENDIX I

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

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 3,379,140,240.

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 337,914,024 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.

REASONS FOR THE 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.

FUNDING AND IMPACT 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 authorized share capital will not be reduced. The working capital or gearing position of the Company could be adversely affected (as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2015) 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.

– 6 –

EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

APPENDIX I

CONNECTED PERSONS AND DIRECTORS’ UNDERTAKING

None of the Directors nor (to their best knowledge and having made all reasonable enquiries) 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.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders.

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.

EFFECT OF TAKEOVERS CODE

If, as a result of a Share buy-back, 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 the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors and as recorded in the register required to be kept by the Company under Section 336 of Part XV of the SFO, the Company had been notified of the following interests, being 5% or more of the Company’s issued Shares:

			Approximate
			percentage of
		Approximate	shareholding if the
		percentage	Share Buy-back
	Number of	of existing	Mandate is
Name	Shares held	shareholding	exercised in full
Tianrui (International)
Holding Company
Limited (Note 1)	951,462,000	28.16%	31.29%
China Shanshui
Investment Company
Limited (Note 2)	847,908,316	25.09%	27.88%

– 7 –

EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

APPENDIX I

			Approximate
			percentage of
		Approximate	shareholding if the
		percentage	Share Buy-back
	Number of	of existing	Mandate is
Name	Shares held	shareholding	exercised in full
Asia Cement Corporation
(Note 3)	706,253,500	20.90%	23.22%
China National Building
Material Company
Limited (Note 4)	563,190,040	16.67%	18.52%

Note:

1. These Shares were beneficially owned by Tianrui (International) Holding Company Limited which is a wholly-owned subsidiary of Tianrui Group Company Limited, of which Mr Li Liufa, an executive Director and the Chairman of the Board of the Company, is the chairman and controlling shareholder.

2. These Shares were held by China Shanshui Investment Company Limited as beneficial owner.

3. These Shares were held by Asia Cement Corporation, a company listed on the Taiwan Stock Exchange Corporation, and its subsidiaries.

4. These Shares were beneficially owned by China National Building Material Company Limited which is controlled by China National Building Material Group Corporation.

The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer by Tianrui (International) Holding Company Limited 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, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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.

MARKET PRICES

Trading in the Shares and debt securities of the Company has been suspended as from 16 April 2015.

– 8 –

PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

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:

(1) Mr. Cheung Yuk Ming

Mr. Cheung Yuk Ming, aged 63, has been appointed as an independent non-executive Director since 1 December 2015 and re-designated as an executive Director since 2 February 2016. He is currently a member of the Executive Committee of the Company. He joined China Energy Engineering Corporation Limited (stock code: 3996) in May 2015 as an independent non-executive director. Mr. Cheung Yuk Ming is also an independent non-executive director of TravelSky Technology Limited (stock code: 696) and Birmingham International Holdings Limited (stock code: 2309). He was an independent non-executive director of Metallurgical Corporation of China Ltd. (stock code: 1618) from June 2009 to November 2014 and an independent non-executive director of EPI (Holdings) Limited (stock code: 689) from June 2011 to July 2013. All of these companies are listed on the Main Board of the Stock Exchange. Mr. Cheung Yuk Ming worked at Pricewaterhouse from December 1979 to February 1984, a partner of Lau, Cheung, Fung & Chan Certified Public Accountants since October 1985 and a director of Lawrence CPA Limited from January 2005 to March 2015.

Mr. Cheung Yuk Ming is a member of the Institute of Chartered Accountants of England and Wales and the Hong Kong Securities and Investment Institute. Mr. Cheung Yuk Ming has worked in the fields of construction management, manufacturing management and investment before 1979. He has studied at the Construction Management Association of America and the Institute of Construction Claims Practitioners and is a member of both organizations. Mr. Cheung Yuk Ming has completed the Pace University’s New York Bar Preparatory Course and the professional course of the Chartered Institute of Arbitrators. He is a member of the Chartered Institute of Arbitrators and the Society of Construction Law in Hong Kong.

Save as disclosed above, Mr. Cheung Yuk Ming does not hold any directorship in other listed companies in Hong Kong or overseas in the past three years or any other major appointments or qualifications, and does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company.

The Company has entered into a service contract with Mr. Cheung Yuk Ming for an initial term of 1 year from 2 February 2016 up to 2 February 2017. Pursuant to such service contract, Mr. Cheung Yuk Ming is entitled to receive annual salary of HK$2,260,000, which was determined by the Board with reference to his qualifications, experiences, duties and responsibilities within the Company as well as the prevailing market conditions. Mr. Cheung Yuk Ming is subject to retirement by rotation and re-election in accordance with the Articles of Association.

Mr. Cheung Yuk Ming does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no further information to be disclosed by the Company pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Cheung Yuk Ming that need to be brought to the attention of the Shareholders.

– 9 –

PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

(2) Mr. Chong Cha Hwa

Mr. Chong Cha Hwa, aged 50, has been appointed as an executive Director since 1 December 2015 and re-designated as a non-executive Director since 2 February 2016. He is a fellow member of the Association of Chartered Certified Accountants and a member of the Malaysian Institute of Accountants. Mr. Chong Cha Hwa received a bachelor degree of management with honours from the University of Science, Malaysia. He has gained more than 24 years of experience in the accounting and finance area servicing private and publicly listed companies in Hong Kong and the Southern Asia region.

Mr. Chong Cha Hwa is an independent non-executive director of China Mining Resources Group Limited (stock code: 340), a company listed on the Main Board of the Stock Exchange. Mr Chong Cha Hwa is a director of China Shanshui Investment Company Limited, a substantial Shareholder of the Company. During 2 January 2014 to 14 November 2014, Mr. Chong Cha Hwa was an executive director of Sing Pao Media Enterprises Limited (stock code: 8010), a company listed on the Growth Enterprise Market of the Stock Exchange and also held the position as the chairman and chief executive officer of Sing Pao Media Enterprises Limited during the period from 7 April 2014 to 28 October 2014. During 26 February 2014 to 30 October 2014, he was an executive director of Ding He Mining Holdings Limited (stock code: 705), a company listed on the Main Board of the Stock Exchange. Between 10 May 2012 and 27 October 2014, Mr. Chong Cha Hwa was an independent non-executive director of Boshiwa International Holding Limited (stock code: 1698), a company listed on the Main Board of the Stock Exchange. Mr. Chong Cha Hwa was an executive director of RCG Holdings Limited (stock code: 802; AIM stock code: RCG), a company listed on the Main Board of the Stock Exchange, during the period from 1 July 2012 to 13 November 2012. He had also been an independent non-executive director of both Rui Kang Pharmaceutical Group Investments Limited (formerly known as Longlife Group Holdings Limited) (stock code: 8037), a company listed on the Growth Enterprise Market of the Stock Exchange during the period from 3 December 2007 to 28 February 2013 and CGN Mining Company Limited (stock code: 1164, formerly known as Vital Group Holdings Limited), a company listed on the Main Board of the Stock Exchange during the period from 19 October 2006 to 18 August 2011.

Save as disclosed above, Mr. Chong Cha Hwa does not hold any directorship in other listed companies in Hong Kong or overseas in the past three years or any other major appointments or qualifications, and does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company.

The Company has entered into a service contract with Mr. Chong Cha Hwa for an initial term of 1 year from 2 February 2016 up to 2 February 2017. Pursuant to such service contract, Mr. Chong Cha Hwa is entitled to receive annual salary of HK$1,360,000, which was determined by the Board with reference to his qualifications, experiences, duties and responsibilities within the Company as well as the prevailing market conditions. Mr. Chong Cha Hwa is subject to retirement by rotation and re-election in accordance with the Articles of Association.

– 10 –

PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

Mr. Chong Cha Hwa does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no further information to be disclosed by the Company pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Chong Cha Hwa that need to be brought to the attention of the Shareholders.

(3) Mr. Law Pui Cheung

Mr. Law Pui Cheung, aged 61, has been appointed an independent non-executive Director since 1 December 2015. He is currently the chairman of the Audit Committee and the member of each of the Nomination Committee, the Remuneration Committee and the Investigation Committee of the Company. He was admitted as a fellow member of the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) in 1993, a fellow member of The Chartered Association of Certified Accountants in 1990, a fellow member of the Hong Kong Institute of Directors in 2011, an associate member of the Institute of Chartered Accountants in England and Wales (the “ICAEW”) in 2005 and subsequently as a fellow member of the ICAEW in March 2015, a member of Macau Society of Certified Practising Accountants in 1995 and a fellow member of the Hong Kong Securities and Investment Institute in 2015. Mr. Law Pui Cheung is currently a holder of practicing certificate issued by the HKICPA. Mr. Law Pui Cheung had been a senior audit executive in Ernst and Whinney (the predecessor firm of Ernst & Young, Hong Kong) specialising in listed companies and financial services audit and restructuring services. He is currently a partner of Li, Tang, Chen & Co., a fully fledged and well established practising certified public accountants firm which has been operated for over 50 years in Hong Kong. Mr. Law Pui Cheung has been appointed as an independent non-executive director of Birmingham International Holdings Limited (stock code: 2309), the chairman of its remuneration committee, and a member of each of its audit committee and nomination committee since March 2015. Mr. Law Pui Cheung is presently a member of the Disciplinary Panel of the HKICPA.

Save as disclosed above, Mr. Law Pui Cheung does not hold any directorship in other listed companies in Hong Kong or overseas in the past three years or any other major appointments or qualifications, does not hold any other positions within the Company or the Group and does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company.

The Company has entered into a service contract with Mr. Law Pui Cheung for an initial term of 1 year from 2 February 2016 up to 2 February 2017. Pursuant to such service contract, Mr. Law Pui Cheung is entitled to to receive annual salary of HK$700,000, which was determined by the Board with reference to his qualifications, experiences, duties and responsibilities within the Company as well as the prevailing market conditions. Mr. Law Pui Cheung is subject to retirement by rotation and re-election in accordance with the Articles of Association.

– 11 –

PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

Mr. Law Pui Cheung does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed above, there is no further information to be disclosed by the Company pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Law Pui Cheung that need to be brought to the attention of the Shareholders.

(4) Mr. Wong Chi Keung

Mr. Wong Chi Keung, aged 61, has been appointed as an independent non-executive Director since 2 February 2016. He is a member of each of the Audit Committee, the Remuneration Committee, the Nomination Committee and the Investigation Committee of the Company. He holds a master’s degree in business administration from the University of Adelaide in Australia. He is a fellow member of HKICPA, The Association of Chartered Certified Accountants and CPA Australia; an associate member of The Institute of Chartered Secretaries and Administrators and The Chartered Institute of Management Accountants. Mr. Wong Chi Keung is also a Responsible Officer for asset management, advising on securities and corporate finance for Greater China Capital Limited under the SFO.

Mr. Wong Chi Keung was an executive director, the deputy general manager, group financial controller and company secretary of Yuexiu Property Company Limited (formerly known as Guangzhou Investment Company Limited) (stock code: 123), a company listed on the Main Board of the Stock Exchange, for over ten years. He is also an independent non-executive director and a member of the audit committee of Asia Orient Holdings Limited (stock code: 214), Asia Standard International Group Limited (stock code: 129), Century City International Holdings Limited (stock code: 355), Nickel Resources International Holdings Company Limited (stock code: 2889), China Ting Group Holdings Limited (stock code: 3398), ENM Holdings Limited (stock code: 128), Fortunet e-Commerce Group Limited (stock code: 1039), Golden Eagle Retail Group Limited (stock code: 3308), Paliburg Holdings Limited (stock code: 617), Regal Hotels International Holdings Limited (stock code: 78), TPV Technology Limited (stock code: 903), Yuan Heng Gas Holdings Limited (stock code: 332) and Zhuguang Holdings Group Company Limited (stock code: 1176), all of these companies being listed on the Main Board of the Stock Exchange. He was an independent non-executive director of Imperial Pacific International Holdings Limited (a company listed on the Main Board of the Stock Exchange) (stock code: 1076) from 26 November 2007 to 21 November 2013 and of PacRay International holdings Limited (a company listed on the Main Board of the Stock Exchange) (stock code: 1010) from 8 September 1995 to 30 June 2014. Mr. Wong Chi Keung has over 37 years of experience in finance, accounting and management.

Save as disclosed above, Mr. Wong Chi Keung does not hold any directorship in other listed companies in Hong Kong or overseas in the past three years or any other major appointments or qualifications, does not hold any other positions within the Company or the Group and does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company.

– 12 –

PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

The Company has entered a service contract with Mr. Wong Chi Keung for an initial term of 1 year from 2 February 2016 up to 2 February 2017. Pursuant to such service contract, Mr. Wong Chi Keung is entitled to receive annual salary of HK$600,000, which was determined by the Board with reference to his qualifications, experiences, duties and responsibilities within the Company as well as the prevailing market conditions. Each of them is subject to retirement by rotation and re-election in accordance with the Articles of Association.

Mr. Wong Chi Keung does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no further information to be disclosed by the Company pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Wong Chi Keung that need to be brought to the attention of the Shareholders.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

CHINA SHANSHUI CEMENT GROUP LIMITED 中國山水水泥集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 691)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China Shanshui Cement Group Limited (the “ Company ”) will be held at Room 1 and Room 2, United Conference Centre Limited, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 17 June 2016 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 2015.

2. To re-elect directors of the Company, and authorise the board of directors of the Company to fix the directors’ remuneration.

3. To re-appoint the retiring auditors of the Company and authorise the board of directors of the Company to fix their remuneration.

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

“THAT:

• (a) subject to 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;

• (b) 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, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) 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

• (iii) 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.”

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

“THAT:

• (a) subject to 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;

• (b) the mandate in paragraph (a) above shall authorize 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;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of options under a share option scheme of the Company; and

• (iii) 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, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) 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

• (iii) 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.

“Right 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).”

1. 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 pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”

By Order of the Board LI Liufa Chairman

Hong Kong, 18 May 2016

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the board of directors of the Company comprises 4 executive directors, namely, LI Liufa, LI Heping, LIU Yiu Keung, Stephen (YEN Ching Wai, David as his alternate) and CHEUNG Yuk Ming; and 2 non-executive directors, namely, HWA Guo Wai, Godwin and CHONG Cha Hwa; and 3 independent non-executive directors, namely, HO Man Kay Angela, LAW Pui Cheung and WONG Chi Keung.

Notes:

• (i) The register of shareholders of the Company will be closed from Tuesday, 14 June 2016 to Friday, 17 June 2016, 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, 13 June 2016.

• (ii) 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.

• (iii) 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.

• (iv) 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 or any adjourned meeting thereof. Delivery 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.

– 17 –