China National Building Material : INSIDE INFORMATION - PROPOSED RESTRUCTURING OF CEMENT ASSETS

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.

(a joint stock limited company incorporated in the People's Republic of China with limited liability of its members)

INSIDE INFORMATION

PROPOSED RESTRUCTURING OF CEMENT ASSETS

This announcement is made by China National Building Material Company Limited* (the "Company") pursuant to Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The Company announces that, to facilitate resolving industry competition among subsidiaries of the Company, it has entered into a Letter of Intent of Cooperation ("Letter of Intent") with its subsidiary, Xinjiang Tianshan Cement Co., Ltd * ( 新 疆 天 山 水 泥 股 份 有 限 公 司)("Tianshan Cement", a company whose A-shares are listed and traded on the Shenzhen Stock Exchange (stock code: 000877)), in relation to a proposed disposal by the Company of its certain cement business assets (the "Target Assets") to Tianshan Cement, and the consideration is proposed to be the new shares to be issued by Tianshan Cement or such new shares and cash (the "Proposed Restructuring"). It is contemplated that after the Proposed Restructuring, the Company will maintain its status as the controlling shareholder of Tianshan Cement.

- 1 -

THE TARGET ASSETS

The specific scope of the Target Assets is currently still under discussion and consideration, and the Target Assets which is under discussion and consideration include the Company's equity interests in China United Cement Corporation ( 中 國 聯 合 水 泥 集 團 有 限 公 司) ("China United Cement"), South Cement Company Limited ( 南 方 水 泥 有 限 公 司)("South Cement"), North Cement Company Limited (北方水泥有限公司) ("North Cement"), South West Cement Company Limited (西 南 水 泥 有 限 公 司) ("Southwest Cement"), Sinoma Cement Co. Ltd. ( 中 材 水 泥 有 限 責 任 公 司) ("Sinoma Cement") and the cement assets held by the Company's subsidiary, CNBM Investment Company Limited (中建材投資有限公司) ("CNBM Investment") (together, the "Preliminary Target Assets"). The aforesaid companies and the details of the equity interests held by the company are as set out below:

				Equity interests
				directly held by
Name of the relevant subsidiaries of the Company	the Company
China United Cement	100%
South Cement	84.83%
North Cement	70.00%
Southwest Cement	78.99%
Sinoma Cement	100%
				Equity interests
				directly held by
Cement assets held by CNBM Investment	CNBM Investment
	(i)	Wengyuan Zhongyuan Development Co., Ltd.* (翁	100%
		源 縣 中 源 發 展 有 限 公 司);
	(ii)	Lechang CNBM Cement Co., Ltd.* ( 樂 昌 市 中 建	100%
		材 水 泥 有 限 公 司);
	(iii)	Shaoguan Sanchuang Concrete Co., Ltd.* ( 韶 關	100%
		市 三 創 混 凝 土 有 限 公 司);
	(iv)	Shaoguan Taiji Mixing Co., Ltd.* ( 韶 關 市 泰 基	100%
		攪 拌 有 限 公 司);

- 2 -

				Equity interests
				directly held by
Cement assets held by CNBM Investment		CNBM Investment
	(v)	Shaoguan Yuebei Industrial Development Zone		100%
		Completed Concrete Co., Ltd.* ( 韶 關 市 粵 北 工
		業 開 發 區 建 成 混 凝 土 有 限 公 司);
	(vi)	Shaoguan Zhucheng New Type Energy-saving	100%
		Construction Materials Co., Ltd.* ( 韶 關 市 築 城
		新 型 節 能 建 材 有 限 公 司);
	(vii)	Shaoguan Yongwei Concrete Co., Ltd.* ( 韶 關 市	100%
		永 威 混 凝 土 有 限 公 司);
	(viii)	Shaoguan Qujiang Shunxiang Concrete Co., Ltd.*	70%
		( 韶 關 市 曲 江 順 翔 混 凝 土 有 限 公 司); and
	(ix)	Ruyuan Yao Autonomous County Jiawang	100%
		Commodity Concrete Mixer Co., Ltd.* ( 乳 源 瑤
		族 自 治 縣 嘉 旺 商 品 混 凝 土 攪 拌 有 限 公 司)

LETTER OF INTENT

The main terms of the Letter of Intent are briefly summarised as follows:

1. Tianshan Cement intends to acquire the Target Assets by way of an issue of new shares of Tianshan Cement or by way of an issue of new shares of Tianshan Cement and payment of cash, but the specific scope of the Target Assets is still under discussion, and the Target Assets under discussion and consideration include the Preliminary Target Assets.
2. The Company proposes to participate in the Proposed Restructuring and agrees to discuss with Tianshan Cement on the arrangements for the Proposed Restructuring, such as the specific scope of the Target Assets, the parties to the transactions, the structure of the transaction, the transaction plan, the share issue price and the consideration for the Target Assets.
3. The parties agree to actively provide each other with the necessary cooperation to fully support the Proposed Restructuring and to complete the signing of the formal transaction agreement.

- 3 -

1. The Letter of Intent only demonstrates the preliminary cooperation intent of the parties regarding the Proposed Restructuring. The specific rights and obligations of the parties, and the arrangements in relation to the Proposed Restructuring will be subject to the formal transaction agreement to be signed by the parties.
2. The Letter of Intent may be terminated in writing by mutual agreement of the parties.

GENERAL INFORMATION OF TIANSHAN CEMENT

Tianshan Cement is a subsidiary of the Company and is principally engaged in development, production, sales and technical services of cement and related products; import and export of building materials; production and sales of commercial concrete; mining, processing and sales of limestone and sandstone. Its A-shares are listed and traded on the Shenzhen Stock Exchange (stock code: 000877).

WARNING

Shareholders of the Company should be aware that the Proposed Restructuring (including the structure of the transaction and the Target Assets) is still under discussion and consideration and has not yet been confirmed. There are still uncertainties on whether or not the Proposed Restructuring will proceed to signing or implementation. The implementation of the Proposed Restructuring will be subject to, among other things, approval by the competent regulatory authorities and fulfilment of applicable requirements under the Listing Rules.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

China National Building Material Company Limited*

Cao Jianglin

Chairman

Beijing, the PRC

24 July 2020

As at the date of this announcement, the board of directors of the Company comprises Mr. Cao Jianglin, Mr. Peng Shou and Mr. Cui Xingtai as executive directors, Ms. Zhan Yanjing, Mr. Chang Zhangli, Mr. Tao Zheng, Mr. Chen Yongxin, Mr. Shen Yungang and Ms. Fan Xiaoyan as non-executive directors and Mr. Sun Yanjun, Mr. Liu Jianwen, Mr. Zhou Fangsheng, Mr. Li Jun and Ms. Xia Xue as independent non- executive directors.

• For identification purposes only

- 4 -