China National Building Material : VOTING RESULTS OF EXTRAORDINARY GENERAL MEETING

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

VOTING RESULTS OF EXTRAORDINARY GENERAL MEETING

The board of directors (the "Board") of China National Building Material Company Limited (the "Company") is pleased to announce that the extraordinary general meeting (the "EGM") of the Company was held at 9:30 a.m. on Monday, 9 December 2019 at Tower 2, Guohai Plaza, No. 17 Fuxing Road, Haidian District, Beijing, the People's Republic of China (the "PRC").

For details of the resolutions considered at the EGM, please refer to the circular of the Company dated 23 October 2019 ("Circular"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.

The number of issued Shares of the Company as at the date of the EGM was 8,434,770,662 Shares, of which 4,566,072,868 Shares were Unlisted Shares and 3,868,697,794 Shares were H Shares. None of the shareholders of the Company (the

• Shareholders") were required to abstain from voting on the ordinary resolution in relation to proposed change of non-executive director at the EGM. Accordingly, the total number of Shares entitling the holders to attend and vote for or against ordinary resolution 1 in relation to the change of non-executive director at the EGM was 8,434,770,662 Shares, representing 100% of the total issued share capital of the Company.

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Apart from the Parent and its associates, none of the other Shareholders were required to abstain from voting at the EGM on the ordinary resolution approving the Financial Services Framework Agreement and the deposit services transactions contemplated thereunder. The Parent and its associates abstained from voting on ordinary resolution 2 at the EGM. As at the date of the EGM, the Parent and its associates directly and indirectly held 3,505,041,707 Shares, representing approximately 41.55% of the total issued share capital of the Company. Accordingly, the total number of Shares entitling the holders to attend and vote for or against ordinary resolution 2 in relation to the Financial Services Framework Agreement at the EGM was 4,929,728,955 Shares, representing approximately 58.45% of the total issued share capital of the Company.

There were no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the resolutions proposed at the EGM as set out in Rule 13.40 of the Listing Rules. No Shareholders have stated their intention in the Circular to vote against any resolution proposed at the EGM.

The convening of the EGM was in compliance with the requirements of the Company Law of the PRC and the provisions of the Articles of Association of the Company. The EGM was chaired by Mr. Cao Jianglin, an executive director and the chairman of the Board.

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VOTING RESULTS OF EGM

All the resolutions at the EGM were taken by poll pursuant to the Listing Rules. The poll results in respect of the proposed resolutions at the EGM are as follows:

	Ordinary Resolutions	For	%	Against	%
I.	As more than half (1/2) of the votes from the Shareholders who attended and voted at the EGM were cast in favour
	of each of the following resolutions, the resolutions were duly passed as ordinary resolutions:
1.	T o c o n s i d e r a n d a p p r o v e t h e	6,019,348,484	97.8544%	131,984,167	2.1456%
	appointment of Ms. Zhan Yanjing as a
	non-executive director of the Company
	in replacement of Ms. Xu Weibing to
	hold office with effect from the date on
	which this resolution is approved and
	the term of office will be the same as
	the current session of the Board, and to
	consider and approve the remuneration
	of Ms. Zhan Yanjing, as set out in the
	Circular.
2.	To consider and approve the financial	1,366,322,323	51.4432%	1,289,660,621	48.5568%
	services framework agreement dated 30
	September 2019 entered into between
	the Company and China National
	Building Material Group Finance Co.,
	Ltd., the provision of deposit services
	and the caps of the deposit services
	contemplated thereunder and all other
	matters of and incidental thereto or in
	connection therewith.

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Baker Tilly International Certified Public Accountants (Special General Partnership), the auditor of the Company, has acted as the scrutineer and compared the poll results summary to the poll forms collected by the Company. The work performed by Baker Tilly International Certified Public Accountants (Special General Partnership) in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

By order of the Board

China National Building Material Company Limited*

Yu Kaijun

Secretary of the Board

Beijing, the PRC

9 December 2019

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. Qian Fengsheng and Ms. Xia Xue as independent non-executive directors.

• For identification only

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