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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limitedtake no responsibility for the contents of this announcement, make no representation as to itsaccuracy or completeness and expressly disclaim any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of the contents of thisannouncement. ASIA CEMENT (CHINA) HOLDINGS CORPORATION
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 743)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Asia Cement
(China) Holdings Corporation (the “Company”) will be held at Caine Room, 7/F, Conrad
Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 30 May 2011 at 2:30 p.m.
for the following purposes:
AS ORDINARY BUSINESS
To receive and adopt the audited consolidated financial statements and the reports of thedirectors (the “Director(s)”) of the Company and the auditors (the “Auditors”) of theCompany for the year ended 31 December 2010.
To approve and declare a final dividend for the year ended 31 December 2010.
To re-elect retiring Directors and to authorise the board of Directors (the “Board”) todetermine their remuneration.
To re-appoint Deloitte Touche Tohmatsu as the Auditors and to authorise the Board tofix their remuneration.
AS SPECIAL BUSINESS
To consider and, if thought fit, pass with or without amendments, the following resolutions asordinary resolutions of the Company: “THAT:
subject to paragraph (iii) of this Resolution, and pursuant to the Rules (the“Listing Rules”) Governing the Listing of Securities on The Stock Exchange ofHong Kong Limited (the “Stock Exchange”), the exercise by the Directors duringthe Relevant Period (as hereinafter defined) on all the powers of the Company toallot, issue or otherwise deal with additional shares in the share capital of theCompany and to make or grant offers, agreements and options which would ormight require the exercise of such powers, be and the same is hereby generally andunconditionally approved; the approval in paragraph (i) of this Resolution shall authorise the Directorsduring the Relevant Period (as hereinafter defined) to make or grant offers,agreements and options which would or might require the exercise of such powersafter the end of the Relevant Period; (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) andissued by the Directors pursuant to the approval in paragraph (i) of thisResolution, otherwise than by way of (a) a Rights Issue (as hereinafter defined); or(b) the exercise of or the grant of any option under any share option scheme of theCompany or similar arrangement for the time being adopted for the issue or grantto officers and/or employees of the Company and/or any of its subsidiaries ofshares or options to subscribe for or rights to acquire shares of the Company; or (c)any scrip dividend or similar arrangement providing for the allotment of shares inlieu of the whole or part of a dividend on shares in accordance with the articles ofassociation of the Company in force from time to time, shall not exceed 20% of theaggregate nominal amount of the share capital of the Company in issue as at thedate of passing of this Resolution and the said approval be limited accordingly;and “Relevant Period” means the period from the passing of this Resolution untilwhichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual generalmeeting of the Company is required by the articles of association of theCompany or any applicable laws to be held; or (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means an offer of shares in the share capital of the Companyor an offer or issue of warrants or options or similar instruments to subscribefor shares in the share capital of the Company open for a period fixed by theDirectors to holders of shares whose names appear on the register ofmembers of the Company on a fixed record date in proportion to their thenholdings of such shares in the Company (subject to such exclusions or otherarrangements as the Directors may deem necessary or expedient in relationto fractional entitlements, or having regard to any restrictions or obligationsunder the laws of, or the requirements of, or the expense or delay which maybe involved in determining the existence or extent of any restrictions orobligations under the laws of, or the requirements of, any jurisdictionapplicable to the Company, or any recognized regulatory body or any stockexchange applicable to the Company).’’; “THAT:
subject to paragraph (ii) of this Resolution, the exercise by the Directors duringthe Relevant Period (as hereinafter defined) of all the powers of the Company torepurchase issued shares in the share capital of the Company on the StockExchange or any other stock exchange on which the shares of the Company may belisted and recognized by the Securities and Futures Commission of Hong Kong(the “SFC”) and the Stock Exchange for such purpose, and otherwise inaccordance with the rules and regulations of the SFC, the Stock Exchange or ofany other stock exchange as amended from time to time and all applicable laws inthis regard, be and the same is hereby generally and unconditionally approved; the aggregate nominal amount of issued shares of the Company which may berepurchased by the Company pursuant to the approval in paragraph (i) of thisResolution during the Relevant Period shall not exceed 10% of the aggregatenominal amount of the share capital of the Company in issue as at the date ofpassing of this Resolution and the said approval shall be limited accordingly; and (iii) for the purpose of this Resolution: “Relevant Period” means the period from the passing of this Resolution untilwhichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting ofthe Company is required by the articles of association of the Company or anyapplicable laws to be held; or the revocation or variation of the authority given under this Resolution by anordinary resolution of the shareholders in general meeting.’’; “THAT conditional upon Resolutions No. 5 and No. 6 above being passed, the general
mandate granted to the Directors to allot, issue or otherwise deal with additional shares
pursuant to Resolution No. 5 be and is hereby extended by the addition thereto of an
amount representing the aggregate nominal amount of shares of the Company
repurchased by the Company under the authority granted pursuant to Resolution No. 6.’’
Asia Cement (China) Holdings Corporation
Mr. Hsu, Shu-tong
Principal place of business in the PRC: Principal Place of Business in Hong Kong:Portion of Unit B11th FloorLippo Leighton Tower103 Leighton RoadCauseway BayHong Kong A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attendand vote on his/her/its behalf. A proxy need not be a member of the Company.
In order to be valid, the proxy form together with the power of attorney or other authority (if any) underwhich it is signed (or a notarially certified copy of such power or authority), must be delivered to theCompany’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before thetime appointed for the holding of the Meeting or any adjournment thereof.
Delivery of an instrument appointing a proxy should not preclude a member from attending and voting inperson at the Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
The register of members of the Company will be closed from Monday, 23 May 2011 to Monday, 30 May2011 (both days inclusive), during which period no transfer of Shares will be effected. All transferdocuments accompanied by the relevant share certificates must be lodged with the Company’s branchshare registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, TesburyCentre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 20 May 2011.
A circular containing, inter alia, details of the proposed general mandates to issue and repurchase sharesof the Company and information of the retiring directors of the Company who are proposed to bere-elected at the annual general meeting, will be despatched to the shareholders of the Company onWednesday, 13 April 2011.
The Board recommends the payment of a final dividend of RMB0.10 per share for the year ended 31December 2010, totalling RMB155.625 million. The dividend will be denominated and declared inRenminbi and will be paid in Hong Kong dollars. The relevant exchange rate will be the rate of Renminbito Hong Kong dollars as announced by the People’s Bank of China on the date of declaration of dividends.
As at the date of this announcement, the executive Directors are Mr. CHANG Tsai-hsiung,Madam CHIANG SHAO Ruey-huey, Mr. CHANG Chen-kuen, Mr. LIN Seng-chang and Dr. WUChung-lih, the non-executive Director and Chairman is Mr. HSU Shu-tong, the independentnon-executive Directors are Mr. LIU Zhen-tao, Mr. LEI Qian-zhi, Mr. TSIM Tak-lung Dominicand Dr. WONG Ying-ho Kennedy.

Source: http://www.acc.com.tw/en/upload/news/2011741486.pdf

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