10:07 ANHUI CONCH<00914> - Announcement (3) Based on the audited financial statements of Conch Jianan, the total assets and net assets of Conch Jianan as at 31 December 2004 amounted to RMB46,161,000 (equivalent to approximately HK$43,548,000) and RMB7,317,000 (equivalent to approximately HK$6,903,000) respectively. Based on the unaudited financial statements of Conch Jianan, the total assets and net assets of Conch Jianan as at 31 March 2005 amounted to RMB48,883,000 (equivalent to approximately HK$46,116,000) and RMB7,546,000 (equivalent to approximately HK$7,119,000) respectively. Based on the audited financial statements of Conch Jianan, the revenue, the net profit before tax and after tax of Conch Jianan for the year ended 31 December 2003 was RMB40,506,000 (equivalent to approximately HK$38,213,000), RMB445,700 (equivalent to approximately HK$420,472) and RMB252,000 (equivalent to approximately HK$238,000) respectively; the revenue, the net profit before tax and after tax of Conch Jianan for year ended 31 December 2004 was RMB53,348,000 (equivalent to a pproximately HK$50,328,000), RMB212,800 (equivalent to approximately HK$200,755) and RMB143,000 (equivalent to approximately HK$135,000) respectively. Based on the unaudited financial statements of Conch Jianan, the revenue, the net profit before and after tax of Conch Jianan for the 3 months ended 31 March 2005 was RMB9,850,000 (equivalent to approximately HK$9,292,000), RMB292,300 (equivalent to approximately HK$275,755) and RMB200,000 (equivalent to approximately HK$189,000) respectively. V. DEFINITIONS In this announcement, unless the context otherwise states, the following terms shall have the meanings set out below: "Conch Jianan":Anhui Wuhu Conch Construction and Installation Project Company Limited (*), a limited liability company established in the PRC "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 Transactions":the Equity Transfer and the Capital Increase "Connected Person":has the meaning as ascribed thereto under the Listing Rules "Equity Transfer and Capital Increase:the agreement entered into on 28 April 2005 Agreement" between the Company and Conch Holdings regarding the Equity Transfer and Capital Increase of Conch Jianan "Equity Transfer":The Company's acquisition of 95% equity interests in Conch Jianan held by Conch Holdings pursuant to the Equity Transfer and Capital Increase Agreement "Capital Increase":Injection of capital into Conch Jianan by the Company and Conch Holdings in proportion to their respective shareholdings (i.e. 95% and 5%) after the completion of the Equity Transfer pursuant to the Equity Transfer and Capital Increase Agreement "Controlling Shareholder":has the meaning as ascribed thereto 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 "Group":the Company and its subsidiaries "Directors":the directors of the Company "Independent Shareholders":shareholders of the Company, other than Conch Holdings and its associates "Stock Exchange":The Stock Exchange of Hong Kong Limited "Listing Rules":Rules Governing the Listing of Securities on the Stock Exchange "PRC":the People's Republic of China which, for the purpose of this announcement, excludes Hong Kong, Taiwan and the Macau Special Administrative Region "Hong Kong":the Hong Kong Special Administrative Region of the PRC "RMB":Renminbi, the lawful currency of the PRC (unless otherwise specified, the currency in this announcement is Renminbi)