Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility  for the contents of this announcement, 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 announcement.

 

 

HUAXIN CEMENT CO., LTD.*

華新水泥股份有限公司

(A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 6655)

 

MAJOR TRANSACTION AND CONNECTED TRANSACTION

COMPLETION OF ACQUISITION OF THE TARGET COMPANY

 

Reference is made to the announcement of Huaxin Cement Co., Ltd. (the “Company”) dated 1 December 2024 (the “Previous Announcement”) and the circular of the Company dated 27 February 2025 (the “Circular”) regarding the acquisition of (i) the 100% equity interest in Caricement B.V. (the “Target Company A”) held by Holderfin B. V. (the “Vendor”) by Hainan Huaxin Pan-Africa Investment Co. Ltd. (the “Purchaser A” ), a wholly-owned subsidiary of the Company; and (ii) the 100% equity interest in Davis Peak Holdings Limited (the “Target Company B”) held by the Vendor by Huaxin (Hong Kong) International Holdings Limited. (the “Purchaser B”, together with “Purchaser A” as the “Purchasers”), a wholly-owned subsidiary of the Company. Unless otherwise specified, the terms used in this announcement have the same meanings as those defined in the Previous Announcement and Circular.

According to the Previous Announcement, the Purchasers and the Vendors entered into a Share Purchase Agreement pursuant to which the Purchasers conditionally agreed to acquire, and the Vendor conditionally agreed to sell, 100% of the issued shares of the Target Companies for a consideration of USD 838.13 million (subject to customary downward adjustment for any leakage pursuant to the terms of the Share Purchase Agreement).

The Board is pleased to announce that the Acquisition was completed on 29 August 2025 and that an initial consideration of USD 0.77386 billion was paid, adjusted downward for leakage according to the Share Purchase Agreement. After the completion, Target Companies became wholly-owned subsidiaries indirectly held by the Company. Since the Target Companies holds in aggregate 83.81% equity interest in the Ultimate Target Company, the Ultimate Target Company will also become a subsidiary of the Company, and the financial results of the Target Companies and the Ultimate Target Company will be consolidated into those of the Group.

As stated in the Previous Announcements, the Purchasers will make a MTO to the other shareholders of the Ultimate Target Company which may result in the Company indirectly holding up to 100% shares of the Ultimate Target Company.

 

Shareholders and potential investors are advised to exercise prudence in the transaction of securities of the Company.

 

 

By Order of the Board

Huaxin Cement Co., Ltd.

Xu Yongmo

Chairman

 

 

Wuhan, Hubei Province, the PRC

29 August 2025

 

As of the date of this announcement, the Board of Directors of the Company comprises Mr. Li Yeqing (President) and Mr. Liu Fengshan (Vice President), as executive Directors; Mr. Xu Yongmo (Chairman), Mr. Martin Kriegner, Mr. Olivier Milhaud and Ms. Tan Then Hwee, as non-executive Directors; Mr. Wong Kun Kau, Mr. Zhang Jiping and Mr. Jiang Hong, as independent non-executive Directors.

 

* For identification purposes only