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Extraordinary Announcement

Huaxin Cement Co., Ltd. Simplified Report on Change in Equity

2010-12-3115705次
                                                                 Huaxin Cement Co., Ltd.
Simplified Report on Change in Equity
 
  
Name of the listed company: Huaxin Cement Co., Ltd.
Place of stock listing: Shanghai Stock Exchange
Stock ID: Huaxin B shares
Stock code: 900933
 
Entity responsible for this information disclosure: Hillhouse Capital Management, Ltd.
Location: c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, KY1-9005
Address: 328 North Bridge Road, #03-05, Singapore 188719
Date of issue:2010/12/29

 Statement
I. This report is produced by the announcer in accordance with Securities Law, Administration Procedures on Takeover of Listed Companies (hereinafter referred to as Takeover), Contents and Formats for Information Disclosures by Companies That Publicly Offer Securities (No. 15): Report on Change in Equity, as well as other relevant laws and regulations.
II. The announcer has been authorized and approved to sign this report, and its implementation is not against any items contained in the regulations or internal rules of the announcer or does not conflict with them.
III. According to the provisions of the Securities Law and Takeover, this report is fully disclosing the change in B shares of Huaxin Cement Co., Ltd. held by Gaoling Fund, L.P managed by the announcer.
As of the issuing date of this report, Gaoling Fund, L.P managed by the announcer does not increase or reduce B shares of Huaxin Cement Co., Ltd. held by it by any other means other than those described in this report.
IV. This change in shares dose not involve any transfer of state-owned shares, does not need to be approved by the relevant departments in charge, and has no other additional conditions for their effectiveness.
V. This change in shareholding was made based on data specified in this report.
Neither any other party or entity was entrusted or authorized to provide explanation or statement on this report and its contents.

 Contents
Definitions 4
Chapter 1 Profiles of the Announcer 4
I. Basic information. 4
II. Directors and major executives of the Announcer 4
III. Particulars about holding or controlling of over 5% of shares of other public companies by Gaoling, Fund, L.P. 5
Chapter 2 Purpose of Equity Increase. 5
Chapter 3 Means of change in equity. 5
I. Mean of this exchange. 5
II. Change in shareholding of this exchange. 5
III. Restriction on shares of Huaxin Cement held by Gaoling Fund, L.P. 5
Chapter 4 Share trading of the announcer in last six months previous to the issuing date of this report 5
Chapter 5 Other major events 6
None. 6
Chapter 6 Documents available for inspection. 6
Declaration by the Announcer 6
Annex. 7

Huaxin Cement Co., Ltd
Simplified Report on Change in Equity

Definitions

The short forms are defined as the followings in this report unless they are described otherwise:
Entity responsible for this information disclosure: Hillhouse Capital Management. Ltd., HCM for short
HCM is a fund manager for Gaoling Fund, L.P.
Huaxin Cement: Huaxin Cement Co., Ltd.
Dollars for Yuan
This report: Simplified Report on Change in Equity Issued by Huaxin Cement Co., Ltd.

Chapter 1 Profiles of the Announcer

I. Basic information

Name: Hillhouse Capital Management, Ltd.
Registration place: c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, KY1-9005
Address: 328 North Bridge Road, #03-05, Singapore 188719
Authorized representative: Zhao Li
Business license No.: WK-147297
Type of business: Limited Liability Company
Main business scope: fund management
Name or Designation of the shareholder: TRIMAPLE LIMITED
Tel: (65) 6603 0860
Contact: Tracy Ma

II. Directors and major executives of the Announcer

Name: Zhao Li
Job: executive director
Gender: Female
I.D. NO.: E1305793B
Nationality: Singapore
Place of residence: Singapore

III. Particulars about holding or controlling of over 5% of shares of other public companies by Gaoling, Fund, L.P.

As of the date of signature of this report, shares held by Gaoling Fund, L.P. accounts for up to or exceeds more than 5% of shares issued by the companies are as below:
Shareholding company
Shareholding amount
Proportion of shareholding
Wuxi Little Swan Co., Ltd.
46,562,951
7.36%
CITIC Dameng Holdings Ltd.
225,794,000
7.46%

Chapter 2 Purpose of Equity Increase

It is a normal investment exchange behavior for Gaoling Fund, L.P. to increases its B shareholding of Huaxin Cement. Gaoling Fund, L.P. may continue to increase its B shareholding of Huaxin Cement in the following 12 months.

Chapter 3 Means of change in equity

I. Mean of this exchange

This exchange is carried out through centralized competitive pricing for stock exchange.

II. Change in shareholding of this exchange

Stockholder: Gaoling Fund, L.P.
Name of share: Huaxin B share
Before the change             After the change
Shareholding amount                           20,065,047                 20,220,347   
Proportion of shares issued by Huaxin Cement   4.97%              5.01%
Nature of shares  held                                  B shares                        B shares
Date of this change                                2010/12/28

III. Restriction on shares of Huaxin Cement held by Gaoling Fund, L.P.

There is no rights restriction on B shares of Huaxin Cement held by Gaoling Fund, L.P., including, but not limited to share pledge, freeze, etc.

Chapter 4 Share trading of the announcer in last six months previous to the issuing date of this report

As of the date of signature of this report, Gaoling Fund, L.P. bought 2,023,919 Huaxin B shares within six mouths prior to the date on which this report is submitted (from June 28, 2010 to December 27, 2010, excluding this exchange), and the exchange price ranged from 2.0357 dollars/share to 2.7386 dollars/share, without selling.

Chapter 5 Other major events

None

Chapter 6 Documents available for inspection

I. Certificate of HCM
II. Identity document of executive director of HCM

Declaration by the Announcer

I (and the organization that I represent) promise that there is no false or misleading statement or material omission in this report, and shall be severally and jointly liable for the truthfulness, accuracy and completeness of its contents.
Announcer: Hillhouse Capitcal Management. Ltd.
 
Authorized representative:______________________
Zhao Li
Signature date: 2010/12/29

Annex
Simplified Report on Change in Equity
Basic information
Name of the listed company
Huaxin Cement Co., Ltd.
Location of the listed company
No.897 Huangshi Avenue, Huangshi City, Hubei Province, China
Stock ID
Huaxin B shares
Stock code
900933
Name the Announcer
Hillhouse Capital Management, Ltd.
Registration place of the announcer
c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, KY1-9005
Change in number of shares
Increase  □√        Reduction  □ Unchangeableness, but change of the shareholder   □
Concerted parties?
Yes  □         No  □√
 
Is the announcer the largest shareholder of the listed company?
Yes  □         No  □√
Is the announcer the actual controller of the listed company
Yes  □         No  □√
Means of change in equity (You can choose more than one)
Centralized exchange by Stock Exchange    □ √                 Agreement transfer  □       Administrative distribution and transfer as well as change of state-owned shares       □             Indirect transfer   □            Get new shares issued by listed company     □              Enforcement of court judgments  □          Inheritance  □                                                   Donation  □    
Others  □                      (Please specify)
Amount and portion of Announcer’s shares in the listed company before the Share holding
 
Shareholding amount:  20,065,047 Proportion of shareholding        4.97%          
Amount and portion of Announcer’s shares in the listed company after the Amount of change
 
Shareholding amount after change:  20,220,347     Proportion of shareholding after change:     5.01%      
Does Gaoling Fund L.P. have plan to continue increasing its shareholding in the next 12 months?
Yes  □√         No  □
Did Gaoling Fund L.P. buy or sell shares of the listed company on the secondary market during the last six months?
Yes  □ √         No  □
If the announcer is the controlling shareholder or actual controller of the listed company, when reducing its holdings, it should give explanations about the details below:
Does the controlling shareholder or the actual controller infringe the listed company and shareholder's interest during reduction of its holdings?
Yes  □         No  □
Does the controlling shareholder or the actual controller fail to pay off its liabilities for the company and release the guarantee for its liabilities provided by the company ,or damage the company’s benefits in other modes during reduction of its holdings?
Yes   □     No   □
_____________________(If yes, please specify specific situations)
Does this change in equity need to be approved?
Yes  □        No  □ √
Has it been approved?
Yes  □        No  □
Notes:
1. Please tick “yes” or “no” according to items listed in this table, if select “no”, please make remarks to explain it in the column.
2. Please write “none” for not having the items listed in this table.
3. Please make a footnote if needed.
4. The announcers include the investor and its concerted parties.  One of many announcers can be elected as an appointed representative responsible for writing and submitting the report on change in equity.
 
 
Name of the announcer (signature): Hillhouse Capital Management, Ltd.
 
 
 
 
Zhao Li
Authorized representative (signature)_______________________
Zhao Li
Date: 2010/12/29
 
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