09:42 CHINA RES CMENT<00712> & CRCMT FIN B1001<02512> - Ann. (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 (Stock Code: 712) RESULTS OF THE CLAWBACK OFFER Financial adviser The Board announces that at 4:00 p.m. on Thursday, 17 February 2005, being the latest time for the acceptance, application and payment for the Clawback Offer, a total of 10 valid acceptances and applications for the Bonds with the aggregate principal amount of approximately HK$57.1 million, representing approximately 28.6% of the Bonds with the aggregate principal amount of HK$200.0 million offered under the Clawback Offer, have been received. As Bonds in an aggregate principal amount of more than HK$50.0 million have been accepted and, or applied for under excess application by the Qualifying Shareholders, the Clawback Offer will become unconditional upon the receipt of the listing approval from the Stock Exchange. It is expected that the Clawback Offer will become unconditional on or before Wednesday, 2 March 2005. The certificates for the Bonds will be despatched on Friday, 25 February 2005 to the relevant Qualifying Shareholders at their own risk to their addresses shown on the register of members of the Company. Dealings in the Bonds are expected to commence on Wednesday, 2 March 2005. INTRODUCTION Reference is made to the announcement dated 2 December 2004 and the circular dated 24 December 2004 of the Company and the prospectus dated 31 January 2005 (the "Prospectus") of the Issuer relating to, amongst other things, the Clawback Offer of the Bonds due 2010 in the aggregate principal amount of HK$200.0 million. Unless otherwise stated, terms used herein shall have the same meaning as those defined in the Prospectus. RESULTS OF THE CLAWBACK OFFER The Board announces that at 4:00 p.m. on Thursday, 17 February 2005, being the latest time for the acceptance, application and payment for the Clawback Offer, the Subscriber has received a total of 10 valid acceptances and applications for the Bonds with the aggregate principal amount of approximately HK$57.1 million, representing approximately 28.6% of the Bonds with the aggregate principal amount of HK$200.0 million offered under the Clawback Offer. All valid acceptances and applications for the Bonds were accepted and no allocation was necessary. As Bonds in an aggregate principal amount of more than HK$50.0 million have been accepted and, or applied for under excess application by the Qualifying Shareholders, the Clawback Offer will become unconditional upon the receipt of the listing approval from the Stock Exchange. It is expected that the Clawback Offer will become unconditional on or before Wednesday, 2 March 2005. EFFECT ON THE SHARE CAPITAL OF THE COMPANY AS A RESULT OF CONVERSION Based on an initial conversion price of HK$2.00 per Share and assuming full conversion of the Bonds, the Bonds are convertible into 400,000,000 Shares, representing approximately 110.3% of the number of issued Shares as at the date of this announcement and approximately 52.4% of the number of issued Shares as enlarged by the issue of the Conversion Shares. The following table summarises the potential effects on the shareholding structure of the Company as a result of the conversion of the Bonds (by reference to current shareholdings): Before the conversion After the conversion of the Bonds of the Bonds Shareholders No. of Shares % No. of Shares % China Resources Holdings 270,132,647 74.5 641,568,647 84.1