09:26 CHINA RES CMENT<00712>-Announcement&Resumption of Trading(6) Investments Limited, a wholly owned subsidiary of China Resources Holdings "Company" China Resources Cement Holdings Limited, a company incorporated in the Cayman Islands with limited liability and its shares are listed on the Stock Exchange "Consideration" an aggregate cash value of HK$38.0 million payable by the Company to the Vendors on completion of the Share Swap Agreement which will be satisfied by the issue and allotment of Consideration Shares at the Issue Price "Consideration Shares" 19,000,000 Shares, credited as fully paid "Conversion Shares" 400,000,000 Shares, subject to adjustment, to be allotted and issued by the Company upon conversion of the Bonds "Directors' the directors of the Company "Dongguan Cement" Dongguan Huarun Cement Manufactory Co., Ltd., a wholly owned foreign enterprise established in the PRC with a registered capital of HK$149.0 million and a wholly owned subsidiary of China Resources Dongguan Cement "General Mandate" The General Mandate approved by Shareholders on 21 May 2004 "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Issue Price" the issue price of HK$2.00 per Consideration Share "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "Memorandum of a memorandum of strategic alliance to be entered into between the Strategic Alliance" Company and the Vendors pursuant to the terms of the Share Swap Agreement "PRC" The People's Republic of China "Qualifying Shareholders" Shareholders qualifying for the Clawback Offer "RMB" Renminbi, the lawful currency of the PRC "Share Swap Agreement" a share swap agreement dated 12 January 2005 entered into between the Company and the Vendors as referred to in this announcement "Shareholders" holders of the Shares "Shares" share of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Sumitomo Sumitomo Corporation (Hong Kong) Limited, a subsidiary of Sumitomo (Hong Kong)" Corporation "Sumitomo Corporation" Sumitomo Corporation, a company incorporated in Japan "UBE Industries" UBE Industries, Ltd., a company incorporated in Japan "Vendors" Sumitomo Corporation, Sumitomo (Hong Kong) and UBE Industries By order of the Board China Resources Cement Holdings Limited Shi Shanbo Director Hong Kong, 14 January 2005 As at the date of this announcement, the Board comprises eleven Directors, of which six are executive Directors, namely Mr. Qiao Shibo, Mr. Shi Shanbo, Ms. Zhou Junqing, Mr. Zhou Longshan, Ms. Sun Mingquan and Mr. Zheng Yi, two are non-executive Directors, namely Mr. Jiang Wei and Mr. Keung Chi Wang, Ralph and three are independent non-executive Directors, namely Mr. Chan Mo Po, Paul, Mr. Lin Zongshou and Mr. Lui Pui Kee, Francis.