Proposed declaration of final dividend, renewal of general mandate to issue shares and to repurchase 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in West China Cement Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer 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.

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)

PROPOSED DECLARATION OF FINAL DIVIDEND, RENEWAL OF GENERAL MANDATE TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 17 May 2019 at 10:00 a.m. is set out on pages 15 to 19 of this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th 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. The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

12 April 2019

CONTENTS

Page

Definitions ......................................................................... 2

Letter from the Board .............................................................. 4

Appendix I - Explanatory Statement on the Repurchase Mandate .............. 9

Appendix II - Details of the Directors to be re-elected ........................... 12

Notice of Annual General Meeting ................................................. 15

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

''Repurchase Mandate''

a general and unconditional mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares in the capital of the Company up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolutions

''RMB''

Renminbi, the lawful currency of the PRC

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Share(s)''

ordinary share(s) with a nominal value of £0.002 each in the share capital of the Company

''Shareholder(s)''

holder(s) of the Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''substantial shareholder(s)''

has the same meaning ascribed to it under the Listing Rules

''Takeovers Code''

The Hong Kong Code on Takeovers and Mergers

''%''

per cent.

''£''

pound sterling, the legal currency of the United Kingdom

LETTER FROM THE BOARD

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)

PROPOSED DECLARATION OF FINAL DIVIDEND, RENEWAL OF GENERAL MANDATE TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the Annual General Meeting and to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to enable you to make an informed decision on whether to vote for or against those resolutions.