09:57 ANHUI CONCH<00914> - Announcement (6) The total consideration for the Xingye Project and Fusui Project amounted to about RMB539,727,480 (equivalent to approximately HK$509,176,868). The percentage ratio (as prescribed under Chapter 14 of the Listing Rules) in respect of the total value of the assets being acquired in respect of both the Xingye Project and Fusui Project to the total assets value as disclosed in the Group's audited consolidated financial statements as at 31 December 2004 and the percentage ratio (as prescribed under Chapter 14 of the Listing Rules) in respect of the total consideration given for the Xingye Project and Fusui Project to the market capitalisation of the Company are both more than 5% but less than 25%. Accordingly, under Rule 14.33 of the Listing Rules, the Xingye Project and Fusui Project are subject to the reporting, announcement and issue of circulars to shareholders requirements under Rules 14.34 to 14.39 of the Listing Rules, and no shareholders' or independent shareholders' approval is required. Details about Xingye Project and Fusui Project will be included in the Company's annual report and financial statements for the year ending 31 December 2005. IV. DEFINITIONS In this announcement, unless the context otherwise states, the following terms shall have the meanings set out below: "Assets Valuation Report" : the assets valuation report dated 10 May 2005 made by American Appraisal China Limited (a valuation institution with qualification for securities business in the PRC) by reference to, among other things, the acquisition costs and replacement costs of the relevant assets, the market value of comparable items of the relevant assets and the estimated future profits attributable to the relevant assets. "Board":the board of directors of the Company "Company":Anhui Conch Cement Company Limited, a company established in the PRC, whose H Shares are listed on the Stock Exchange and A Shares are listed on the Shanghai Stock Exchange "Directors":the directors of the Company "Fusui Assets Disposal and Acquisition Agreement":the agreement entered into between Fusui Company and Xinning Conch on 24 May 2005 "Fusui Company":Guangxi Fusui Conch Cement Company Limited (*), a limited liability company established in the PRC, in which the Company holds 21. 26% equity interests "Fusui Project":the acquisition contemplated by the Fusui Assets Disposal and Acquisition Agreement "Group":the Company and its subsidiaries "Hong Kong":the Hong Kong Special Administrative Region of the PRC "Kuiyang Conch":Xingye Kuiyang Conch Cement Company Limited (*), a limited liability company established in the PRC, in which the Company holds 100% equity interests "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 "Xingye Assets Disposal and Acquisition Agreement":the agreement entered into between Xingye Company and Kuiyang Conch on 24 May 2005 "Xingye Company":Guangxi Xingye Conch Cement Company Limited (*), a limited liability company established in the PRC, in which the Company holds 32.62% equity interests "Xingye Project":the acquisition contemplated by the Xingye Assets Disposal and Acquisition Agreement "Xinning Conch":Fusui Xinning Conch Cement Company Limited (*), a limited liability company established in the PRC, in which the Company holds 100% equity interests "Yuanheng Company":Yuanheng Electronics Information ( Shenzhen) Company Limited (*), a limited liability company established in the PRC and an independent third party "HK$":Hong Kong dollars, the lawful currency of Hong Kong