1. Huaxin Cement: Major Transaction and Connected Transaction Acquisition of Equity Interest
in the Target Company On 1 December 2024, the Purchaser and the Seller of Huaxin Cement entered into the Equity Acquisition Agreement, pursuant to which the Seller conditionally sold and the Purchaser conditionally purchased 100% of the equity interest in the Target Company. The cost was $838.13 million. The seller is a subsidiary of Holcim, the controlling shareholder of the company, and the acquisition constitutes a related party transaction and a major transaction. After the completion of the transaction, the buyer indirectly holds 83.81% of the shares of the final target company, which may trigger the tender offer to make the indirect shareholding reach 100%. The Company will hold an interim shareholders' meeting for deliberation, and will also send a circular containing relevant information. The acquisition needs to meet the conditions and may not necessarily proceed.
2. Huaxin Cement: Announcement
on Resolutions of the Fourth Meeting of the Eleventh Session of the Supervisory Committee of Huaxin Cement The fourth meeting of the eleventh session of the Supervisory Committee of Huaxin Cement was held on November 29, 2024. Five supervisors were required to attend the meeting, and Ming Jinhua, the chairman of the Supervisory Committee, presided over the meeting. The meeting issued a review opinion on the Proposal on the Related Party Transaction of the Acquisition of Holcim's Nigerian Assets, and considered that the acquisition was a reflection of the implementation of the company's overseas strategy and a major measure to lay out West Africa and build a multinational enterprise. The related party transaction followed the principles of openness, fairness, fairness and market-oriented pricing, complied with relevant regulations, and did not harm the interests of the company and non-related shareholders.
3. Huaxin Cement: Overseas Regulatory Announcement – Announcement on
Resolutions of the Fourth Meeting of the Eleventh Session of the Supervisory Committee Huaxin Cement issued the Announcement on Resolutions of the Fourth Meeting of the Eleventh Session of the Supervisory Committee. The meeting was held on November 29, 2024, and 5 supervisors were present at the meeting, which was presided over by Ming Jinhua, the chairman of the board of supervisors. The Supervisory Committee issued a review opinion on the Proposal on the Connected Transaction of the Acquisition of Holcim's Nigerian Assets, and considered that the acquisition was a measure to implement the overseas strategy of the Company, and that the connected transaction followed the principles of openness, fairness, justice and market-oriented pricing, was reached through fair negotiation between the parties, complied with the laws and regulations and the Articles of Association of the Company, and did not damage the interests of the Company and non-connected shareholders.
4. Huaxin Cement: Announcement
on Resolutions of the Sixth Meeting of the Eleventh Session of the Board of Directors of Huaxin Cement The sixth meeting of the eleventh session of the board of directors of Huaxin Cement was held on November 29, 2024. Six directors were required to attend the meeting, and the meeting was presided over by Chairman Xu Yongmo. The resolution in relation to the connected transaction of the acquisition of Holcim's Nigerian assets was considered and approved at the meeting. The voting results were: voted in favour: 6 votes, voted against: 0 vote, abstained from voting: 0 vote. The proposal shall be submitted to the board of directors after being considered and approved by the special meeting of independent directors and the audit committee of the board of directors, and shall also be submitted to the shareholders' meeting for consideration. For details, please refer to the 2024-29 announcement. The secretary of the board of directors, the chairman of the board of supervisors and some senior executives attended the meeting.
5. Huaxin Cement: Announcement
of Huaxin Cement in relation to the connected transaction in relation to the acquisition of assets of Holcim Nigeria Huaxin Cement issued an announcement in relation to the connected transaction in relation to the proposed acquisition of assets of the Seller in cash through a subsidiary. Purchaser A will acquire 100% equity interest in Target Company A for US $560.44 million and Purchaser B will acquire 100% equity interest in Target Company B for US $277.69 million. The seller is a wholly-owned subsidiary of Holcim, which is related to the largest shareholder of Huaxin Cement, and this transaction constitutes a related party transaction. The transaction does not constitute a major asset reorganization and still needs the approval of the shareholders' meeting and other aspects. In order to enhance the scale and profitability of the transaction, Nigeria's ultimate target company has many advantages, and after the completion of the transaction, it also involves a mandatory tender offer.
6. Huaxin Cement: Overseas Regulatory Announcement – Announcement
on Resolutions of the Sixth Meeting of the Eleventh Session of the Board The sixth meeting of the eleventh session of the board of directors of Huaxin Cement Co., Ltd. was held on 29 November 2024 by way of on-site communication. The resolution on the connected transaction in relation to the acquisition of Holcim's Nigerian assets was considered and approved after the withdrawal of the connected directors. There were 6 affirmative votes, 0 dissenting vote and 0 abstaining vote. The proposal has been considered by the special meeting of independent directors and the audit committee, and will be submitted to the shareholders' meeting for consideration. For details, please refer to the 2024-029 announcement. This is an overseas regulatory announcement made in accordance with the Rules of the HKEx.
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