The Board of Directors of the Company and its members guarantee that there is no false or misleading statement or material omission in this announcement and shall be severally and jointly liable for the truthfulness, accuracy and completeness of its contents.

Important Notice:

��     The listing amount of the shares subject to conditional sales this time is 67,363,051 shares.

��     Listing date for the shares subject to conditional sales is December 29, 2010.

 

I. Relevant information about the Share Partition Reform Plan

 

1. Scheme on Share Partition Reform of Huaxin Cement Co., Ltd. (hereinafter referred to as ��the Company��) was reviewed and adopted by the relevant Shareholders�� General Meeting on December 16, 2005 and the share registration date was December 27, 2005; then the former listed shares were tradable again after the Scheme being implemented on December 29, 2005.

 

2. There was no scheme to add price on the shares in the Scheme on Share Partition Reform.

 

II. Relevant commitments in respect of listing of the shares subject to conditional sales in the Scheme on Share Partition Reform

 

Shareholders holding the listed shares subject to conditional sales of the Company all committed that none of the shares shall be listed, traded or transferred 12 months after the Scheme on Share Partition Reform is successfully implemented.

 

Apart from the legal commitments, the former biggest shareholder Huaxin Group Co., Ltd. (hereinafter referred to as ��Huaxin Group��) additionally committed the following:

 

(1) None of the state shares held on behalf of the state and the domestic legal person shares shall be listed, traded or sold in the SSE during the period from the thirteenth month to the thirty sixth month after the Scheme on Share Partition Reform is successfully implemented.

 

(2) The number of the state shares held on behalf of the state that would be listed, traded or sold in the SSE from the thirty seventh month to the forty eighth month shall not exceed 5% (equivalent to 1.21% of the current total shares of the Company) of the state shares that Huaxin Group Co., Ltd. holds after the Share Partition Reform, and the transaction price shall not be lower than 9 yuan/share (subject to conversions in case of dividends distribution, bonus issue, capital reserve conversion during the period from the implementing date of Share Partition Reform to sales of the shares by Huaxin Group, if any).

 

(3) The number of the state shares held on behalf of the state that would be listed, traded or sold in the SSE from the forty ninth month to the sixtieth month shall not exceed 10% (equivalent to 2.41% of the current total shares of the Company) of the state shares that Huaxin Group Co., Ltd. holds after the Share Partition Reform, and the transaction price shall not be lower than 9 yuan/share (subject to conversions in case of dividends distribution, bonus issue, capital reserve conversion during the period from the implementing date of Share Partition Reform to sales of the shares by Huaxin Group, if any).

 

(4) For each 1% of the total shares of Huaxin Cement that are held on behalf of the state and sold through the listing system of the SSE, an announcement will be made within 2 working days after such transaction, during which 2 days the transactions do not have to be suspended.

 

III. Changes on share structure and on shareholders�� holding amount since the implementation of Share Partition Reform

1. Listing amount of the shares subject to conditional sales is calculated based on the total amount of shares before issuing new shares.

 

2. On February 18, 2008, the Company published ��Issuance Report and Announcement on Equity Changes Regarding Private Placement of RMB Ordinary Shares (A Share) of Huaxin Cement Co., Ltd. to the Foreign Strategic Investor��, the Company made the private placement of 75.2 million shares (subject to conditional sales) to its shareholder Holchin B.V., then total shares of the Company was increased from the original 328.4 million before the placement to 403.6 million.

 

After the Company issuing the new shares, changes on holding of the shares subject to conditional sales:

Remarks: 85,761,300 listed B shares held by Holchin B.V. before the new share issuing were also locked after the issuing and were restricted to be listed for 3 years.

 

IV. There is no capital being occupied by the big shareholders of the Company.

 

V. Checking Opinions of the Sponsor

 

According to the relevant stipulations contained in Administrative Rules on Share Partition Reform in Listed Companies from CSRC and Memorandum for Share Partition Reform from SSE, Changjiang Financing Services Co., Limited., acting as the sponsor of the Company, has issued their checking opinions after their checking on the matters regarding shareholders of shares subject to conditional sales of the Company applying for being free from conditional sales

 

The sponsor believed that: through checking, as of the issuing day of this letter of opinions, all the shareholders holding shares subject to conditional sales of Huaxin Cement have implemented their commitments made during the Share Partition Reform; the listing of the shares subject to conditional sales of Huaxin Cement this time shall not affect the implementation of other commitments made during the Share Partition Reform; information of the changes on share structure and shareholders�� holding since the implementation of Share Partition Reform contained in the Announcement on Listing of Shares Subject to Conditional Sales submitted by Huaxin Cement is truly, accurately and completely disclosed; as Huaxin Group does not occupy any capital of the listed company - Huaxin Cement, it will not give any impacts to the listing of the shares subject to conditional sales held by Huaxin Group this time; the applied listing amount of the shares subject to conditional sales this time was in compliance with the provisions contained in Administrative Rules on Share Partition Reform in Listed Companies and the relevant commitments made by all the shareholders of shares subject to conditional sales during the Share Partition Reform.  After the listing of the shares subject to conditional sales this time, the rest shares subject to conditional sales of Huaxin Cement will continue implementing conditional sales arrangement according to the requirements of the relevant laws, regulations and commitments.  The listing of the shares subject to conditional sales of Huaxin Cement this time was in compliance with the provisions contained in Company Law, Securities Law, Administrative Rules on Share Partition Reform in Listed Companies, and other relevant laws and regulations, hence the listing will not have any material obstacles.  The sponsor approves the listing of the shares subject to conditional sales of the Company this time.

 

VI. Information about the shares subject to conditional sales

 

1. Listing amount of the shares subject to conditional sales is 67,363,051 shares;

 

2. Listing date for the shares subject to conditional sales is December 29, 2010.

 

3. Listing details of the shares subject to conditional sales

 

 

4. The listing information of the shares subject to conditional sales this time is completely consistent with the contents contained in the Explanation Letter on Share Partition Reform.

 

5. On December 29, 2006, the Company first arranged the listing of shares subject to conditional sales (only formed through the Share Partition Reform) for 12 companies such as Jingzhou Sanonda Financial Consultant Co., Ltd.; on April 9, 2007, the Company arranged the listing of shares subject to conditional sales (only formed through the Share Partition Reform) for 5 companies such as China CINDA Assets Management Corporation; on December 29, 2008, the Company arranged the listing of shares subject to conditional sales (only formed through the Share Partition Reform) for state-owned shares and Huaxin Group Co., Ltd.; on December 29, 2009, the Company arranged the listing of shares subject to conditional sales for state-owned shares.  Listing of the shares subject to conditional sales (only formed through the Share Partition Reform) this time is the fifth time for listing arranged by the Company.

 

VII. Table of the changes on the share structure

 

 

It is herewith announced.

 

 

 

 

 

 

Documents for inspection:

 

1.    Application for the listing of shares subject to conditional sales of the Board of Directors of the Company

2.    Inquiry certificate of the investors�� holding amount of the inscribed securities

3.    Letter of Checking Opinions provided by the Sponsor

4.    Other documents