THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitors, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Tianrui Group Cement Company Limited (the ‘‘Company’’), you should at once hand this circular and accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company nor is it calculated to invite any such offer. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (Incorporated in the Cayman Islands with limited liability) (Stock code: 1252) (1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF 100% INTEREST IN HENAN YONGAN CEMENT COMPANY LIMITED AND 55% INTEREST IN TIANRUI XINDENG ZHENGZHOU CEMENT COMPANY LIMITED; (2) ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE; (3) APPLICATION FOR WHITEWASH WAIVER; AND (4) NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Listing Rules IBC, the Takeovers Code IBC and the Independent Shareholders Financial Adviser to the Company Capitalised terms used on this cover have the same meanings as those defined in this circular, unless the context requires otherwise. A letter from the Board is set out on pages 8 to 29 of this circular. A letter from the Listing Rules IBC is set out on pages 30 to 31 of this circular. A letter from the Takeovers Code IBC is set out on pages 32 to 33 of this circular. A letter from the Independent Financial Adviser to the Listing Rules IBC, the Takeovers Code IBC and the Independent Shareholders, containing its advice to the Listing Rules IBC, the Takeovers Code IBC and the Independent Shareholders is set out on pages 34 to 69 of this circular. AnoticeconveningtheEGMoftheCompanytobeheldat2:30p.m.on19 January 2017 at Room 1, United Conference Centre Limited, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular. A proxy form for use by the Shareholders for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be) should you so wish. 30 December 2016 CONTENT Definitions ..................................................................... 1 Letter from the Board .......................................................... 8 Letter from the Listing Rules IBC .............................................. 30 LetterfromtheTakeoversCodeIBC ............................................ 32 Letter from TC Capital ......................................................... 34 Appendix I — Financial Information of the Group ............................ I-1 Appendix II — Financial Information of the Target Companies ................ II-1 Appendix III — Valuation Report on Properties of the Group .................. III-1 Appendix IV — Valuation Report on Properties Interests of the Target Companies .................................... IV-1 Appendix V — Valuation Report on the Target Companies .................... V-1 Appendix VI — General Information ........................................... VI-1 Notice of EGM ................................................................. EGM-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, capitalised terms used shall have the following meanings: ‘‘Acquisition’’ the acquisition by the Company of the First Sale Shares and the Second Sale Shares under the Acquisition Agreement ‘‘Acquisition the share purchase agreement in relation to the Acquisition Agreement’’ entered into between the Company and Tianrui Group Company on 25 November 2016 ‘‘acting in concert’’ has the same meaning ascribed to it under the Takeovers Code ‘‘Announcement’’ the announcement of the Company dated 25 November 2016 in relation to, among others, certain details of the Acquisition ‘‘associate’’ has the meaning ascribed to it in the Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day(s)’’ a day on which commercial banks are open for general commercial business in Hong Kong (excluding Saturdays or Sundays or public holidays or a day on which a tropical cyclone warning No. 8 or above or a ‘‘black rainstorm warning signal’’ is hoisted in Hong Kong at any time between 9: 00 a.m. and 5: 00 p.m.) ‘‘BVI’’ the British Virgin Islands ‘‘Chairman Li’’ Mr. Li Liufa, the chairman of the Board, a non-executive director of the Company and one of the Controlling Shareholders ‘‘Company’’ China Tianrui Group Cement Company Limited, a company incorporated in the Cayman Islands with limited liability and the issuedsharesofwhicharelistedontheStockExchange ‘‘Completion’’ completion of the Acquisition under the Acquisition Agreement ‘‘connected person(s)’’ has the meaning ascribed to it under Chapter 14A of the Listing Rules ‘‘Consideration’’ RMB919,000,000, being the total consideration for the transfer and acquisition of the Sale Shares ‘‘Consideration Shares’’ 537,381,647 Shares to be allotted and issued by the Company to Yu Kuo at the Issue Price for the satisfaction of the Consideration upon Completion –1– DEFINITIONS ‘‘Controlling has the meaning ascribed to it under the Listing Rules from time Shareholder(s)’’ to time and refers to each of the Controlling Shareholders (namely, Chairman Li, Mrs. Li, Tianrui Group Company, Tianrui International, Holy Eagle, Yu Qi and Yu Kuo) in the context of this circular ‘‘Director(s)’’ director(s) of the Company from time to time ‘‘EGM’’ an extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve, among other things, the Acquisition Agreement and the respective transactions contemplated thereunder, the Whitewash Waiver and the Specific Mandate ‘‘Executive’’ the executive director of the Corporate Finance Division of the SFC from time to time and any delegate of such executive director ‘‘First Sale Shares’’ 100% of the equity interest in Yongan Cement ‘‘Group’’ the Company and its subsidiaries prior to completion of the Acquisition ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong ‘‘Holy Eagle’’ Holy Eagle Company Limited (神鷹有限公司), a company incorporated in the BVI with limited liability, which is wholly owned by Tianrui International ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘IBC’’ the Listing Rules IBC and the Takeovers Code IBC ‘‘IFRS’’ the International Financial Reporting Standards issued by the International Accounting Standards Board ‘‘Independent Financial TC Capital International Limited, a corporation licensed to Adviser’’ or ‘‘TC carry on Type 1 (dealing in securities) and Type 6 (advising on Capital’’ corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise (i) the Listing Rules IBC and the Independent Shareholders in respect of the Acquisition and the Specific Mandate; and (ii) the Takeovers Code IBC and the Independent Shareholders in respect of the Acquisition, the Whitewash Waiver and the Specific Mandate –2– DEFINITIONS ‘‘Independent Shareholders other than (i) Yu Kuo, (ii) Wan Qi (a party who is Shareholders’’ presumed to be acting in concert with Yu Kuo under the Takeovers Code), (iii) parties that are acting in concert with Yu Kuo or Wan Qi and (iv) those who are interested or involved in the Acquisition and/or the Whitewash Waiver ‘‘Independent Third person(s) who, to the best of the Directors’ knowledge, Party’’ information and belief having made all reasonable enquiry, is a third party independent of the Company and its connected persons ‘‘Interim Results’’ The interim results for the six months ended 30 June 2016 of the Company which have been publishedon22September2016 ‘‘Issue Price’’ HK$1.92 per Share ‘‘Last Trading Day’’ 24 November 2016, being the last day on which the Shares were traded on the Stock Exchange prior to the release of the Announcement ‘‘Latest Practicable 23 December 2016, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained herein ‘‘Listing Committee’’ has the meaning ascribed to it under the Listing Rules ‘‘Listing Rules’’ the Rules Governing the Listing