09:58     ANHUI CONCH<00914> - Announcement (1)                               

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    Anhui Conch Cement Company Limited                                        
    (a joint stock limited company incorporated in the People's Republic of   
    China)                                                                    
    (Stock code: 0914)                                                        
                                                                              
    Connected Transaction                                                     
                                                                              
    On 29 December 2004, the Company and its wholly-owned subsidiary,         
    Huaining Conch, entered into the Equity Transfer Agreement with           
    Development & Investment Company, pursuant to which the Company and       
    Huaining Conch agreed to acquire from Development & Investment Company    
    an aggregate 49% equity interest in Shuangfeng Conch held by it at an     
    aggregate Consideration of RMB131,320,000. The Equity Transfer Agreement  
    was completed on 29 December 2004, and an application for amendments to   
    the industry and commerce registration of Shuangfeng Conch has been       
    submitted to the relevant industry and commerce department immediately    
    after the completion of the Equity Transfer Agreement. The Company and    
    Huaining Conch will hold 90% and 10% equity interest in Shuangfeng Conch  
    respectively after the amendment to the industry and commerce             
    registration of Shuangfeng Conch becoming effective.                      
                                                                              
    Immediately before the completion of the Equity Transfer Agreement, the   
    Company held 51% of the equity interest in Shuangfeng Conch; Development  
    & Investment Company held 49% of the equity interest in Shuangfeng        
    Conch. Both the Company and Development & Investment Company are the      
    Controlling Shareholders of Shuangfeng Conch.                             
                                                                              
    The Connected Transaction constitutes a connected transaction of the      
    Company. The Board (including the independent non-executive directors of  
    the Company) considers that the Connected Transaction was conducted on    
    normal commercial terms. It is only subject to the reporting and          
    announcement requirements under Rule 14A.45 and 14A.47 of the Listing     
    Rules, and no independent shareholders' approval is required. Details of  
    the Equity Transfer Agreement will be included in the Company's annual    
    report and financial statements for the year ending 31 December 2004.     
                                                                              
    1.        Principal terms of the Equity Transfer Agreement:               
                                                                              
    (1)        Date:        29 December 2004                                  
                                                                              
    (2)        Parties:        (a)        Development & Investment Company    
    as vendor                                                                 
                                                                              
                    (b)        The Company as purchaser                       
                                                                              
                    (c)        Huaining Conch, a wholly-owned subsidiary of   
    the Company, as purchaser                                                 
                                                                              
    (3)        Subject matter:        Immediately before the completion of    
    the Equity Transfer Agreement, the Company held 51% of the equity         
    interest in Shuangfeng Conch; Development & Investment Company held 49%   
    of the equity interest in Shuangfeng Conch. Pursuant to the terms of the  
    Equity Transfer Agreement, Development & Investment Company agreed to     
    sell the 49% equity interest in Shuangfeng Conch held by it and each of   
    the Company and Huaining Conch agreed to acquire 39% and 10% equity       
    interest in Shuangfeng Conch respectively. Such 49% equity interest in    
    Shuangfeng Conch represents 49% of its registered capital. The            
    completion of the Equity Transfer Agreement was unconditional and the     
    Equity Transfer Agreement was completed on 29 December 2004. An           
    application for amendments to the industry and commerce registration of   
    Shuangfeng Conch in relation to the transfer of equity has been           
    submitted to the industry and commerce department where Shuangfeng Conch  
    is located immediately after the completion of the Equity Transfer        
    Agreement. After the amendment to the industry and commerce registration  
    of Shuangfeng Conch becoming effective, the Company and Huaining Conch    
    will hold 90% and 10% of the equity interest in Shuangfeng Conch          
    respectively, while Development & Investment Company will cease to hold   
    any equity interest in Shuangfeng Conch.                                  
                                                                              
    (4)        Consideration:        The Consideration for the Connected      
    Transaction is RMB131,320,000 (equivalent to approximately                
    HK$123,886,792) and is required to be settled in cash within 30 days      
    from the date of the signing of the Equity Transfer Agreement. The        
    Company and Huaining Conch will pay the Consideration using their         
    respective working capital.                                               
                                                                              
    The Consideration was determined after arm's length negotiations between  
    the parties, having regard to the registered capital and net asset value  
    of Shuangfeng Conch. It is equivalent to 49% of the registered capital