09:24     CHINA RES CMENT<00712>-Announcement&Resumption of Trading(1)        

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    China Resources Cement Holdings Limited                                   
    (Incorporation in Cayman Island with limited liability)                   
    (Stock Code: 712)                                                         
                                                                              
    DISCLOSEABLE AND CONNECTED TRANSACTION                                    
                                                                              
    ACQUISITION OF 25% EQUITY INTEREST IN                                     
    CHINA RESOURCES DONGGUAN CEMENT                                           
                                                                              
    Financial adviser                                                         
                                                                              
    ANGLO CHINESE CORPORATE FINANCE LIMITED                                   
                                                                              
    The Board announced that the Company entered into a Share Swap Agreement  
     with the Vendors on 12 January 2005 for the acquisition of 25% equity    
    interest in China Resources Dongguan Cement. The Consideration of         
    HK$38.0 million will be satisfied by the issue and allotment of a total   
    of 19,000,000 Consideration Shares at the issue price of HK$2.00 per      
    Consideration Share by the Company to the Vendors or their nominees on a  
     pro rata basis to their respective shareholding. The Consideration       
    Shares have a total market value of approximately HK$34.4 million, based  
     on the closing price of HK$1.81 per Share on 12 January 2005, being the  
     last trading day prior to the release of this announcement. The          
    Consideration Shares are issued under the General Mandate dated 21 May    
    2004.                                                                     
                                                                              
    China Resources Dongguan Cement is an investment holding company and      
    holds 100% equity interest in Dongguan Cement which is principally        
    engaged in the manufacture and trading of cement products in the PRC. As  
     at the date of this announcement, China Resources Dongguan Cement is     
    beneficially held as to 75% by the Company, 12.5% by UBE Industries and   
    12.5% by Sumitomo Corporation with 2.5% being held through its            
    Associate, Sumitomo Corporation (Hong Kong).                              
                                                                              
    As at the date of this announcement, the Consideration Shares represent   
    approximately 5.2% of the existing issued share capital of the Company    
    and approximately 5.0% of the enlarged issued share capital of the        
    Company following the issue of the Consideration Shares. The              
    Consideration Shares represent approximately 2.4% of the enlarged issued  
     share capital of the Company following the issue of the Consideration    
    Shares and the Conversion Shares.                                         
                                                                              
    Sumitomo Corporation (Hong Kong) is an Associate of Sumitomo Corporation  
     and both UBE Industries and Sumitomo Corporation are substantial         
    shareholders of China Resources Dongguan Cement. Accordingly, the         
    Vendors are connected persons of the Company as defined under the         
    Listing Rules. Other than being the substantial shareholders of China     
    Resources Dongguan Cement, suppliers and customers of the Group, the      
    Vendors do not have any other connection with the Company. Upon the       
    completion of the Acquisition, the Vendors will cease to be connected     
    persons of the Company.                                                   
                                                                              
    Pursuant to the Share Swap Agreement, the Company and the Vendors will    
    enter into a Memorandum of Strategic Alliance in connection with the      
    cement manufacturing business upon completion of the Acquisition.         
                                                                              
    As the applicable percentage ratios exceed 5% but are below 25% and the   
    Vendors are connected persons of the Company, the Share Swap Agreement    
    constitutes a discloseable and connected transaction of the Company       
    under the Listing Rules.                                                  
                                                                              
    The Share Swap Agreement is conditional upon the approval of the          
    Shareholders. Written approval of the Share Swap Agreement has been       
    obtained from China Resources Holdings. An application will be made by    
    the Company to the Stock Exchange for a waiver from strict compliance     
    with the Listing Rules regarding the holding of a physical shareholders'  
     meeting for the approval of the Share Swap Agreement pursuant to rule    
    14A.43 of the Listing Rules.                                              
                                                                              
    A circular containing, among other things, a letter from an independent   
    financial adviser containing its views on the Share Swap Agreement, the   
    views of the independent non-executive Directors and details of the       
    Share Swap Agreement will be despatched to the Shareholders within 21     
    days after the publication of this announcement.                          
                                                                              
    Trading of the Shares on the Stock Exchange was suspended from 9:30 a.m.  
     on 13 January 2005 at the request of the Company pending the release of  
     this announcement. Application has been made by the Company for the      
    resumption of trading of the Shares on the Stock Exchange with effect