Stock Code: 600801, 900933 Stock Abbreviation: Huaxin Cement Huaxin B Share Ref: 2015-044 Huaxin Cement Co., Ltd. Announcement on the Related Party Transaction of Signing Operation Supporting Service between the Company and 15 Companies, including Lafarge Shui On (Honghe) Cement Co., Ltd., etc.

To the best of our knowledge, the Board of Directors of the Company and its members confirm that there is no material false or misleading statement or material omission in this announcement and shall be severally and jointly liable for the truthfulness, accuracy and completeness of its content.

I. General Information of the Related Party Transaction

1. Brief on the Related Party Transaction On September 6, 2015, the Board of Directors of Huaxin Cement Co., Ltd. ( hereinafter referred to as “the Company”, “Company” or” Huaxin Cement”) approved the Company to sign the Operation Supporting Service Agreement with 15 Lafarge plants in Chinese region, including Lafarge Shui On (Honghe) Cement Co., Ltd., etc. and provide operation supporting service in Industrial and Technical Support Services, Services relating to Procurement and Sales, Public Affairs and Communication Services, Financial Services, Human Resources Services and Plant Operation Services, etc. while the payment for the operation supporting service shall be calculated as “fixed service fees plus variable service fees”.

2. Association Relationship LafargeHolcim Ltd., as the actual controller of the 15 plants, including Lafarge Shui On (Honghe) Cement Co., Ltd. etc. is also the largest Shareholder of Holchin B.V., the actual controller of the Company (LafargeHolcim Ltd. indirectly holds 41.87% shares of Huaxin through Holchin B.V. and Holpac Ltd.), so this transaction is a related party transaction.

3. Voting Results On September 6, 2015, the Fifth Meeting of the Eighth Board of Directors reviewed and adopted the proposal in respect of the related party transaction. All three Independent Directors unanimously agreed on the proposal and issued independent opinion, other Non-related Directors also agreed on the proposal unanimously. Related Directors Mr. Ian Thackwray, Mr. Thomas Aebischer and Mr. Ian Riley abstained from the voting on the proposal.

4. Supplementary Explanation By December 31, 2014, the net asset of the Company was 11.053 billion RMB. The capital amount involved in the transaction would not surpass 5% of the lately audited net asset of the Company, so this transaction does not need the approval from Shareholders’ General Meeting. This related party transaction does not constitute any material assets reorganization as defined in Administrative Measures for the Material Asset Reorganization of Listed Companies.

II.Introduction to the related parties

－1－ 1. Basic Information of related companies The following 15 plants are individually referred to as “Lafarge Yunnan Plant”, they are collectively called “the 15 LafargeHolcim Plants in Yunnan”. Company Basic Information Serial Name 1 Lafarge Shui Registration number: 530000400003803 On (Honghe) Registered address: Xinan Road, Kaiyuan City, Yunnan Cement Co., Province. Ltd. Legal representative: Mr. Xiong Guangwei

Registered capital:150 million RMB Main business: Cement production and sales Major Shareholder: Yunnan Shui On Building Materials Investment Co., Ltd. (100%) By the end of 2014, the total assets of the company were 810,072,188.09 RMB, including net assets of -20,856,890.64 RMB. The company achieved operating revenue of 408,449,391.59 RMB and net profits of -53,393,877.02 RMB in 2014. 2 Yunnan Registration number: 530000400001985 Cement Co., Registered address: , Lijiang City, Yunnan Ltd. Province. Legal representative: Mr. Xiong Guangwei Registered capital:100 million RMB Main business: Production and sales of cement and its by-products Major Shareholder/actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 504,636,678.11 RMB, including net assets of 272,620,802.29 RMB. The company achieved operating revenue of 253,393,830.05 RMB and net profits of 21,111,439.08 RMB in 2014. 3 Panzhihua Registration number: 510400000062359 Jinsha Cement Registered address: Fantai High-tech Zone, Panzhihua City, Co., Ltd. Sichuan Province Legal representative: Mr. Xiong Guangwei Registered capital:10 million RMB Main business: Cement production and sales Major Shareholder/actual controller: Yunnan Lijiang Cement Co., Ltd. By the end of 2014, the total assets of the company were 80,016,742.56 RMB, including net assets of 67,733,185.25 RMB. The company achieved operating revenue of 77, 441, 048, 80 RMB and net profits of 3,462,489.30 RMB in 2014. 4 Lafarge Shui Registration number: 530000400003820 On (Chuxiong) Registered address: Economic and Technological Cement Co., Development Zone of , Yunnan Chuxiaong Yi

－2－ Ltd. Ethnic . Legal representative: Mr. Xiong Guangwei Registered capital:32.6 million RMB Main business: Cement production and sales Major Shareholder/actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 105,984,429.08 RMB, including net assets of 36,862,541.51 RMB. The company achieved operating revenue of 147,239,646.79 RMB and net profits of -6,567,346.54 RMB in 2014. 5 Lafarge Shui Registration number: 530000400002693 On (Dongjun) Registered address: , City, Yunnan Cement Co., Province. Ltd. Legal representative: Mr. Xiong Guangwei

Registered capital:260 million RMB Main business: Cement production and sales Major Shareholder/actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 909,344,920.17 RMB, including net assets of 396,783,792.08 RMB. The company achieved operating revenue of 429,237,013.64 RMB and net profits of 26,921,385.73 RMB in 2014. 6 Lafarge Shui Registration number: 530000400003811 On Registered address: Mei Yuan Building Material Industrial (Jianchuan) Zone, , Dali Bai Ethic Autonomous Cement Co., Prefecture, Yunnan Province. Ltd. Legal representative: Mr. Xiong Guangwei

Registered capital: 121.8 million RMB Main business: production and sales of cement and cement products Major Shareholder/actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 404,930,759.22 RMB, including net assets of 2, 718, 947, 53 RMB. The company achieved operating revenue of 250,476,464.31 RMB and net profits of -17,539,324.72 RMB in 2014. 7 Lafarge Shui Registration number: 530000400005270 On () Registered address: room 102 of the main building of Cement Co., administration center, Industrial Zone of Lincang City, Yunnan Ltd. Province. Legal representative: Mr. Xiong Guangwei Registered capital: 160.9 million RMB Main business: production cement, aggregate and cement products and their wholesale, retail, as well as import and export business.

－3－ Major Shareholder/actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 739,116,542.74 RMB, including net assets of 88,785,077.00 RMB. The company achieved operating revenue of 163,863,898.55 RMB and net profits of -67,315,371.74 RMB in 2014. 8 Lafarge Shui Registration number: 530124000000087 On (Fumin) Registered address: Dongyuan Village Committee, Yongding Cement Co., sub district office, , Yunnan Province Ltd. Legal representative: Mr. Xiong Guangwei

Registered capital: 90 million RMB Main business: production and sales of cement, concrete, stones used for buildings and cement related products Major Shareholder or actual controller: Yunnan State Assets Cement Kunming Co., Ltd. By the end of 2014, the total assets of the company were 675,941,504.68 RMB, including net assets of -67,719,696.83RMB. The Company achieved operating revenue of 259,166,432.55 RMB and net profits of -51,598,060.28 RMB in 2014. 9 Kunming Registration number: 530000400003774 Chongde Registered address: No.132 Xiaopingba of Pingshan Town , Cement Co., Luquan County, Kunming City, Yunnan Province Ltd. Legal representative: Mr. Xiong Guangwei

Registered capital: 12 million USD Main business: production and sales of cement and aggregate and cement products Major Shareholder or actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 286,414,702.52RMB, including net assets of 63,425,603.74 RMB. The Company achieved operating revenue of 110,287,097.62 RMB and net profits of -24,862,023.59 RMB in 2014. 10 Yunnan Registration number: 532900400000042 Sanjiang Registered address: Caojian Town, Yunlong County, Dali Cement Co., Prefecture, Yunnan Province Ltd. Legal representative: Mr. Xiong Guangwei Registered capital: 100 million RMB Main business: production and sales of cement and cement byproduct Major Shareholder or actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 547,586,518.50 RMB, including net assets of 56,544,532.11 RMB. The Company achieved operating revenue of 180,428,434.76 RMB and net profits of -34,367,887.86 RMB

－4－ in 2014. 11 Hekou County Registration number: 532532000001530 honghe Registered address: Nanxi Town , Hekou County, Honghe Cement co.,Ltd Prefecture, Yunnan Province Legal representative: Mr. Xiong Guangwei Registered capital: 1 million RMB Main business: production and sales of cement and other building materials Major Shareholder or actual controller: Lafarge Shui On (Honghe) Cement Co., Ltd. By the end of 2014, the total assets of the company were 11,504,815.35 RMB, including net assets of -12,487,143.97 RMB. The Company achieved operating revenue of 21,467,368.33 RMB and net profits of -2,311,841.01 RMB in 2014. 12 Yanshan Registration number: 532622100003786 County Registered address: Songmao Slope, Pingyuan County Yuanda Legal representative: Mr. Yang Yong Honghe Cement Registered capital: 3 million RMB Co.,Ltd. Main business: production and sales of cement and other building materials Major Shareholder or actual controller: Lafarge Shui On (Honghe) Cement Co., Ltd. By the end of 2014, the total assets of the company were 12,138,200.06 RMB, including net assets of -4,400,554.00 RMB. The Company achieved operating revenue of 24,835,731.93 RMB and net profits of-1,754,576.35 RMB in 2014. 13 Yunnan State Registration number: 530000400002011 Assets Cement Registered address: Haikou County, Xishan District, Kunming Haikou Co., City, Yunnan Province. Ltd. Legal representative: Mr. Xiong Guangwei

Registered capital: 8,9556.806 k RMB Main business: production and sales of cement Major Shareholder or actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 314,406,957.75 RMB, including net assets of -72,440,571.28 RMB. The Company achieved operating revenue of 112,249,768.02RMB and net profits of -33,067,249.52 RMB in 2014. 14 Yunnan State Registration number: 530000400000600 Assets Cement Registered address: No. 1356 Chunyu Road, Xishan District, Kunming Co., Kunming City, Yunnan Province. Ltd. Legal representative: Mr. Xiong Guangwei

Registered capital: 13,0375.098 k RMB Main business: limestone mining

－5－ Major Shareholder or actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 173,691,819.40 RMB, including net assets of 150,740,102.10 RMB. The Company achieved operating revenue of 8,030,945.20 RMB and net profits of 289,686.69 RMB in 2014. 15 Yunnan Shui Registration number: 530000400002804 On Registered address: 26th floor, Huijin Building A, No. 1666 Construction Haiyuan Middle Road, Hi-tech Development Zone, Kunming Materials City, Yunnan Province. Management Legal representative: Mr. Xiong Guangwei Co., Ltd. Registered capital:10 million RMB

Main business: hardware, building material, refractory material and cement production related bulk raw and fuel material, auxiliary material, industry and mining parts, spare parts, labor protection and office supplies procurement; ready-mixed concrete, finished cement and half-finished cement sales; general freight transport, freight transport agency service. Major Shareholder or actual controller: Yunnan Shui On Building Materials Investment Co., Ltd. By the end of 2014, the total assets of the company were 9,012,906.73 RMB, including net assets of 9,012,846.73 RMB. The Company achieved operating revenue of 0 RMB and net profits of -942,170.82 RMB in 2014. 2. Historical related party transaction between the Company and the above related parties. As at this related party transaction, the Company has no other related party transaction with the above 15 companies, including the Lafarge Shui On (Honghe) Cement Co., Ltd. etc. and has no association relationship with them in terms of property right, business, asset, credit and debt or personnel etc.

III. Related party transaction object The object of this related party transaction is providing operation supporting services.

IV. Main content and Agreement execution arrangement of the related party transaction (I)． Main content of the related party transaction Agreement 1. Signatory of the Agreement: the Company and the above 15 Companies, including Lafarge Shui On (Honghe) Cement Co., Ltd. etc.

2. Price of the operation supporting service: Annual service fees collected by Huaxin under this Agreement shall include:

(1) Fixed service fees RMB25,470,000 + [actual amount of fees arising out of transfer of relevant supporting personnel from affiliates of LafargeHolcim Ltd to Huaxin] * X 64.53% X 110%. The

－6－ RMB25,470,000 should be paid as per the proportion for which revenue of relevant Lafarge Yunnan Plant is accounted (please refer to below table)**. *After this Agreement becomes effective, as needed according to the Services, some of supporting personnel in the affiliates of LafargeHolcim Ltd in may be transferred to Huaxin. As for the cost incurred by this transfer, the Parties agree that the 15 LafargeHolcim plants in Yunnan shall pay 64.53% of such cost. The rate of 64.53% is determined according to the proportion of 2014 revenue of the 15 LafargeHolcim plants in Yunnan accounting for that of the 15 LafargeHolcim plants in Yunnan plus Huaxin plants in Yunnan region. ** The rate applicable to Lafarge Yunnan Plant is determined according to the proportion of 2014 revenue of such Lafarge Yunnan Plant accounting for that of 10 of the LafargeHolcim Plants in Yunnan. Details of such 10 plants are set forth below (namely the No. 1 to No. 10 companies).

No. Lafarge Yunnan Plant Fees

1 Lafarge Shui On (Honghe) Cement Co., RMB 4,800,000 Ltd. Yunnan Lijiang Cement Co., Ltd. 2 RMB 2,780,000 Panzhihua Jinsha Cement Co., Ltd. 3 RMB 820,000

Lafarge Shui On (Chuxiong) Cement Co., 4 RMB 1,640,000 Ltd. Lafarge Shui On (Dongjun) Cement Co., 5 RMB 4,530,000 Ltd. Lafarge Shui On (Jianchuan) Cement 6 RMB 2,810,000 Co., Ltd. Lafarge Shui On (Lincang) Cement Co., 7 RMB 1,940,000 Ltd. Lafarge Shui On (Fumin) Cement Co., 8 RMB 2,920,000 Ltd. Kunming Chongde Cement Co., Ltd. 9 RMB 1,180,000 Yunnan Sanjiang Cement Co., Ltd. 10 RMB 2,050,000 Hekou County honghe Cement co.,Ltd 11 Provisional “nil” Yanshan County Yuanda Honghe 12 Provisional “nil” Cement Co.,Ltd. Yunnan State Assets Cement Haikou Co., 13 Provisional “nil” Ltd. Yunnan State Assets Cement Kunming 14 Provisional “nil” Co., Ltd. Yunnan Shui On Construction Materials 15 Provisional “nil” Management Co., Ltd.

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(2) Confirmed by each party, variable service fees with respect to the improvement of EBIDTA of the 15 LafargeHolcim Plants in Yunnan shall be calculated pursuant to the following formula: Amount of Variable Service Fees for a year of the 15 LafargeHolcim Plants in Yunnan (hereinafter referred to as “A Fees”) = (EBIDTA Amount of the 15 LafargeHolcim Plants in Yunnan for A Year – their EBIDTA Amount of Previous Year)×10% The Parties agree that, (i) such variable services fees shall be paid from 1 January 2016, namely, there shall be no charge of variable services fees for the remaining months in 2015; (ii) Huaxin shall not be responsible for making indemnification against any decrease of EBIDTA of Lafarge Yunnan Plant, but any and all the liability arising under Section 3 (Obligations of Huaxin) shall still be borne by Huaxin; and (iii) the 15 LargeHolcim Plants in Yunnan shall be jointly and severally liable for the abovementioned Variable Service Fees, the variable service fee for a single Lafarge Yunnan Plant shall be determined after the 15 LafargeHolcim Plants in Yunnan confirm their EBITDA improvement of the previous year in the first quarter of the next year. Determining principles: if EBITDA improvement of a single Lafarge Yunnan plant is zero or negative, it will not participate in the distribution of the variable service fees, and the variable service fees for the previous year shall only be distributed among the rest Lafarge Yunnan plants who have positive EBITDA improvement (Yunnan Plants with positive amount). Specific amount shall be calculated according to the following formula: Variable service fees for a year of a single Lafarge Yunnan plant = (EBITDA amount for a year of a single Lafarge Yunnan plant - EBITDA amount for the previous year of a single Lafarge Yunnan plant) ÷ all EBITDA improvement amount of Yunnan Plants with positive amount × A Fees

3. Payment of the Operation Supporting Services Fees (1) With respect to the fixed services fees, Huaxin shall, after commencement of operation supporting services term, issue invoices to Lafarge Yunnan Plant before the 25th day of each calendar month. Upon receiving the invoices, Lafarge Yunnan Plant shall pay the monthly service fees to the bank account as designated by Huaxin. (2) With respect to the variable services fees, the Parties agree that verification of accounts shall be conducted on a monthly basis, and amount of EBIDTA improvement shall be confirmed during the first quarter of the following year. Within 10 days after confirmation of such amount, Huaxin shall issue invoices to Lafarge Yunnan Plant, upon receipt of which Lafarge Yunnan Plant shall make the payment within 10 days.

4. The Parties confirm that Huaxin has no obligations or responsibilities to guarantee Lafarge Yunnan Plant's loans within the term of this Agreement.

5. The Parties confirm that Lafarge Yunnan Plant shall assume responsibility for its profits and losses within the term of this Agreement, and Huaxin shall not share the operation profit of Lafarge Yunnan Plant.

6. The term of this Agreement is one year. If the Parties propose no objection to renew the Agreement within 30 days before the expiration of the term hereof, this Agreement will be automatically renewed for another year.

V. Purpose of this related party transaction and its influence on the Company

－8－ The purpose of signing the Operation Supporting Service Agreement between the Company and the 15 companies, including the Lafarge Shui On (Honghe) Cement Co., Ltd etc. is to maximally avoid horizontal competition between Huaxin Cement plants and Lafarge plants in Yunnan region. At the same time, utilizing Huaxin’s operation and management experience in cement business to provide operation supporting service to Lafarge plants in Yunnan region, on the one hand, to bring some revenue to the Company, on the other hand to promote the market competitiveness of the Company in Yunnan region. This related party transaction causes no change in the Company’s consolidated statements scope.

VI.Opinion of Independent Directors The purpose of signing the Operation Supporting Service Agreement between the Company and the 15 companies, including the Lafarge Shui On (Honghe) Cement Co., Ltd etc. is to maximally avoid horizontal competition between Huaxin Cement plants and Lafarge plants in Yunnan region. At the same time, utilizing Huaxin’s operation and management experience in cement business to provide operation supporting service to Lafarge plants in Yunnan region, on the one hand, to bring some revenue to the Company, on the other hand to promote the market competitiveness of the Company in Yunnan region and safeguard the interests of all shareholders. This related party transaction does not violate interests of the Company or small and medium sized shareholders of the Company. As related party Directors, Mr. Ian Thackwray, Mr. Thomas Aebischer and Mr. Ian Riley abstained from voting on the above proposal according to relevant principle. Other non-related party Directors, including all the Independent Directors voted for agreement unanimously. Board of Directors and related party Directors were not found with violation of the principle of integrity. The decision making process of the related party transaction was in line with the stipulations contained in Company Law, Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations as well as the Articles of Association of the Company.

VII.Appendix 1. Independent Directors’ Opinions confirmed with signatures of Independent Directors

It is herewith announced.

Huaxin Cement Co., Ltd. September 8, 2015

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