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CHINA SHANSHUI CEMENT GROUP LIMITED ʕ ʆ ˥ ˥ إ ණ ྠ Ϟ ࠢ ʮ ̡ (incorporated in the Cayman Islands with limited liability) (Stock code: 691)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HERE BY GIVENthat an extraordinary general meeting (the “EGM”) of China Shanshui Cement Group Limited (the “Company”) will be held at Dezhou Hall, 1st Floor, Conference Centre, Shandong Hotel, Ma’anshan Road, Jinan, Shandong, the PRC on Wednesday, 2 September 2009 at 9:00 a.m. to consider and, if thought fit, approve the following resolution as a special resolution:
1. “THATthe articles of association (the “Articles”) of the Company be and are hereby amended in the following manner, with or without modifications:
(i) deletingthe existing Article 13.1 in its entirety and replacing it by the following:
“All business shall be deemed special that is transacted at an extraordinary general meeting and also all business shall be deemed special that is transacted at an annual general meeting with the exception of the following, which shall be deemed ordinary business:
(a) thedeclaration and sanctioning of dividends;
(b) theconsideration and adoption of the accounts and balance sheets and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet;
(c) theappointment of Auditors;
(d) thefixing of, or the determining of the method of fixing of, the remuneration of the Directors and of the Auditors;
(e) thegranting of any mandate or authority to the Directors to offer, allot, grant options over, or otherwise dispose of the unissued shares of the Company representing not more than 20% (or such other percentage as may from time to time be specified in the Listing Rules) in nominal value of its then existing issued share capital and the number of any securities repurchased pursuant to Article 13.1(f); and
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(f) thegranting of any mandate or authority to the Directors to repurchase securities of the Company.’
(ii) deletingthe existing Article 16.1 in its entirety and replacing it by the following:
“The number of Directors shall not be less than two or more than nine.”
(iii) deletingthe existing Article 16.2 in its entirety and replacing it by the following:
“Subject to Article 20.6, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed to fill a casual vacancy shall hold office only until the next following general meeting of the Company and shall then be subject to reelection at that meeting. Any Director so appointed as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection.”
(iv) deletingthe existing Article 16.3 in its entirety and replacing it by the following:
“The Company may from time to time in general meeting by special resolution increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall not be less than two or more than nine. Subject to the provisions of these Articles and the Law, the Company may by special resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed to fill a casual vacancy shall hold office only until the next following general meeting of the Company and shall then be subject to reelection at that meeting. Any Director so appointed as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection.”
(v) deletingthe existing Article 16.6 in its entirety and replacing it by the following:
“The Company may by ordinary resolution at any time remove any Director (including a Managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by special resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed. Nothing in this Article should be taken as depriving a Director removed under any provisions of this Article of compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.”
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(vi) adding“provided that no Director holding office as Chairman shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire” immediately after the phrase “retirement by rotation at least once every three years” in the fifth line of the last paragraph of Article 16.18.
(vii) deleting “provided that notice need not be given to any Director or alternate Director for the time being absent from Hong Kong” from the existing Article 20.2.
(viii)deleting the existing Article 20.4 in its entirety and replacing it by the following:
“The Board may elect a Chairman and each term of office of the Chairman shall be 6 years. The Chairman shall have the right at any time to appoint another Director to act as the ViceChairman and shall have the right at any time to terminate the appointment of the ViceChairman. Any ViceChairman so appointed shall automatically take up the role of, and be deemed to be appointed as, the Chairman as and when the original Chairman ceases to be a Director or when his office as a Director is vacated pursuant to Article 16.18, and he shall hold office for the remaining term of office of the original Chairman save and except that if the remaining term is less than 3 years, he shall hold office for 3 years from the date on which he takes up the role of Chairman. If no such Chairman is elected, or if at any meeting the Chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.”
(ix) deletingthe existing Article 20.6 in its entirety and replacing it by the following:
“The Board shall establish an executive committee (the “Executive Committee”) and a nomination committee (the “Nomination Committee”).
The Executive Committee shall act as the executive arm of the Company with all necessary powers, authority and ability delegated by the Board for the management of all businessrelated affairs of the Company. The Executive Committee shall comprise of not more than four executive Directors and the Chairman of the Board shall be the Chairman of the Executive Committee.
The Nomination Committee shall be delegated with the exclusive authority and responsibility to identify and nominate suitable candidates to fill vacancies of the Board or any committees as and when they arise. The Nomination Committee shall comprise of not less than two Directors, and the Chairman of the Board shall be the Chairman of the Nomination Committee. The Board shall not appoint or otherwise nominate any person to be a Director unless such person is nominated by the Nomination Committee.
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In addition to the Executive Committee and the Nomination Committee, the Board may further delegate any of its powers to other committees consisting of such member or members of the Board (including alternate Directors in the absence of their appointers) as the Board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.”
(x) deletingthe existing Article 20.7 in its entirety and replacing it by the following:
“All acts done by the Executive Committee, the Nomination Committee and any other such committee in conformity with such regulations and in fulfilment of the purposes for which they are respectively appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any such committees, and charge such remuneration to the current expenses of the Company.”
(xi) deletingthe existing Article 20.8 in its entirety and replacing it by the following:
“The meetings and proceedings of the Executive Committee, the Nomination Committee and any other such committees consisting of two or more members of the Board shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 20.6.”;
THATthe restated and amended memorandum and articles of association of the Company, consolidating all of the proposed amendments referred to above and all previous amendments made in compliance with applicable laws, a copy of which has been produced to this meeting and marked “A” and initialed by the chairman of this meeting for the purpose of identification, be and are hereby adopted with immediate effect in replacement of the existing memorandum and articles of association of the Company;
andTHATany director of the Company be and is hereby authorized to take such further actions as he/she may in his/her sole and absolute discretion thinks fit for and on behalf of the Company to implement the aforesaid amendments to the existing Articles of Association by the Company.”
Hong Kong, 4 August 2009
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By Order of the Board ZHANG Caikui Chairman
(i) Anymember of the Company entitled to attend and vote at the meeting (or any adjourned meeting thereof) is entitled to appoint one or more person(s) as his proxy/proxies to attend and, on a poll, vote instead of him. A proxy needs not be a shareholder of the Company.
(ii) Wherethere are joint holders of any share of the Company, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the EGM, then one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(iii) Tobe valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Rooms 18061807, 18/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the EGM or at any adjourned meeting thereof.
(iv) Asat the date hereof, the board of directors of the Company comprises 4 executive directors, namely ZHANG Caikui (Chairman and General Manager), LI Yanmin, DONG Chengtian and YU Yuchuan; 2 nonexecutive directors, namely Homer SUN and JIAO Shuge; and 3 independent nonexecutive directors, namely SUN Jianguo, WANG Yanmou and WANG Jian.
(v) Thetranslation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
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