10:08 ANHUI CONCH<00914> - Announcement (3) The Company obtained from the Stock Exchange a waiver for an indefinite period in connection with the Continuing Connected Transactions from the requirement of disclosure by press notice, circular to shareholders and/or independent shareholders' approval as stipulated in the then Chapter 14 of the Listing Rules on 3 November 1997, on condition, among the others, that the aggregate consideration paid for the cement packaging bags from the connected parties would not exceed 8% of the combined or consolidated gross turnover of the Group in each financial year. The Company was able to satisfy all the conditions of the waiver in each financial year up to 2004. Details of the Continuing Connected Transactions were disclosed and elaborated in the prospectus of the Company dated 7 October 1997 when its H shares were listed on the Main Board of the Stock Exchange in Hong Kong and in the annual report of the Company for each financial year up to 2004. The Continuing Connected Transactions are on normal commercial terms and the percentage ratios under the Listing Rules in respect of the relevant items, including the consolidated total assets value and the revenue of the Group, as disclosed in the Group's audited consolidated financial statements as at 31 December 2004 is more than 0.1% but less than 2.5%. Accordingly, under Rules14A.34 of the Listing Rules, the Continuing Connected Transactions are only subject to the reporting and announcement requirements under Rules 14A.35 to 14A.41 and Rules 14A.45 to 14A.47 of the Listing Rules. No Independent Shareholders' approval is required. Details of the Continuing Connected Transactions will be included in the Company's annual report and financial statement for the year ending 31 December 2005. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below: "associates":has the meaning as ascribed thereto under the Listing Rules "Conch Holdings":Anhui Conch Holdings Company Limited * , a joint stock company established in the PRC and the controlling shareholder of the Company currently holding 622,480,000 State owned legal person shares of RMB1 each in the Company (representing about 49.57% of the Company's registered capital) "connected person":has the meaning as ascribed thereto under the Listing Rules "Continuing Connected Transactions":the continuing connected transactions between the Group and Ningchang Group pursuant to the Purchasing Agreement "controlling shareholder":has the meaning as ascribed there to under the Listing Rules "Company":Anhui Conch Cement Company Limited, a company established in the PRC, whose H Shares are listed on the Stock Exchange "Directors":the directors of the Company "Group" :the Company and its subsidiaries "H Shares":overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each "HK$":Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong":the Hong Kong Special Administrative Region of the PRC "Independent Shareholders":shareholders of the Company, other than Conch Holdings and its associates "Listing Rules" :Rules Governing the Listing of Securities on the Stock Exchange