West China Cement Limited — Proxy Solicitation & Information Statement 2015

Dec 30, 2015

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.

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WEST CHINA CEMENT LIMITED 中 國 西 部 水泥 有 限 公 司

(Incorporated in Jersey with limited liability, with registered number 94796)

(Stock Code: 2233)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘Meeting’’) of West China Cement Limited (the ‘‘Company’’) will be held on Tuesday, 19 January 2016 at 10:00 a.m. at Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong, for the purpose of considering and, if though fit, to pass with or without amendments the following ordinary resolutions:

ORDINARY RESOLUTION

‘‘THAT

• (a) the Acquisition Agreement and the Supplemental Agreement (each as defined in the circular of the Company dated 31 December 2015 (the ‘‘Circular’’), a copy of which has been produced to the meeting marked ‘‘A’’ and ‘‘B’’, respectively, and initialed by the Chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder including, without limitation, the Transaction (as such terms are defined in the Circular) be and are hereby approved, confirmed and ratified;

• (b) conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and the permission to deal in, the Consideration Shares, the directors (the ‘‘Directors’’) of the Company be and are hereby generally and specifically authorised to allot and issue such number of ordinary shares of the Company (the ‘‘Specific Mandate’’), initially up to 3,402,876,000 new ordinary shares of the Company (the ‘‘Consideration Shares’’) at the issue price of HK$1.35 each; and the Specific Mandate for the allotment and issue of the Consideration Shares is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and

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• (c) the Directors be and are hereby authorised to perform all such acts, deeds and things and execute all documents as they consider necessary or expedient to effect and implement the Acquisition Agreement, the Supplemental Agreement and the transactions contemplated thereunder and the amendments thereto which are not material in the context of the entire Transaction as a whole. For the avoidance of doubt, all such acts, deeds and things and such documents to be performed or executed are limited to acts, deeds, things and documents that are ancillary to the Acquisition Agreement and the transactions contemplated thereunder and of administrative nature.’’

By order of the Board West China Cement Limited Zhang Jimin Chairman

Hong Kong, 31 December 2015

As at the date of this notice, the executive Directors are Mr. Zhang Jimin, Dr. Ma Weiping; the non-executive Directors are Mr. Ma Zhaoyang, Mr. Qin Hongji and Ms. Liu Yan; and the independent non-executive Directors are Mr. Lee Kong Wai, Conway, Mr. Wong Kun Kau and Mr. Tam King Ching, Kenny.

Registered Office:

47 Esplanade St Helier Jersey JE1 0BD

Principal place of business in Hong Kong:

10/F, Wharf T&T Centre

Harbour City 7 Canton Road

Tsim Sha Tsui Hong Kong

Notes:

1. Unless otherwise defined herein, capitalised terms used in this notice shall have the same meaning as those used in the circular of the Company dated 31 December 2015.

2. Any member entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

3. In order to be valid, a form of proxy together with 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 offices of 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, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the above meeting or any adjournment thereof.

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1. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. For the purpose of ascertaining and determining the entitlement of Shareholders to attend and vote at the Meeting, the transfer books and register of members of the Company will be closed from 18 January 2016 to 19 January 2016, both days inclusive, during which period no transfer of Shares in the Company will be effected. In order to qualify for attending and voting at the EGM, all transfer documents 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 for registration by 4:30 p.m. on Friday, 15 January 2016.

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