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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1313)

DISCLOSEABLE TRANSACTIONACQUISITION OF 93.79% EFFECTIVE INTERESTS IN TWO COMPANIES WHICH OWNSEVERAL CLINKER PRODUCTION LINES IN YUNNAN

On 26 August 2011, CRC Hong Kong, a wholly owned subsidiary of the Company, entered into the Agreements with San Teh and Xiamen San De Xing, whereby CRC Hong Kong agreed to acquire the Sale Shares and Equity Interests from San Teh and Xiamen San De Xing at a total consideration of RMB1,287,130,000 (equivalent to approximately HK$1,550,759,000). Upon Completion, CRC Hong Kong will be interested in approximately 93.79% of the Target Companies which engage in the production and sale of clinker and cement in Yunnan.

As one of the applicable percentage ratios under the Listing Rules relating to the Acquisition is more than 5% and less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

On 26 August 2011, CRC Hong Kong, a wholly owned subsidiary of the Company, entered into the Agreements for the Acquisition.

AGREEMENTSDate 26 August 2011Parties (1) San Teh (as the vendor for 526,818,758 Sale Shares and the Equity

Interests)

(2) Xiamen San De Xing (as the vendor for 20,000,000 Sale Shares) (3) CRC Hong Kong (as the purchaser)

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To the best knowledge, information and belief of the Board and after making all reasonable enquiry, San Teh, Xiamen San De Xing and their ultimate beneficial owners are third parties independent of the Company and its connected persons within the meaning of the Listing Rules.

Sale Shares an aggregate of 546,818,758 shares of San Teh (China) representing 91.13%

of its issued share capital

Equity Interests 30% equity interests in the Target CompaniesConsideration and basis for its determination

The total consideration for the Acquisition shall be RMB1,287,130,000 (equivalent to approximately HK$1,550,759,000) and shall be payable by CRC Hong Kong in the following manner:

(1) First Payment

RMB193,069,500 (equivalent to approximately HK$232,613,860 (equivalent to 15% of the total consideration) shall be payable by CRC Hong Kong within 5 Business Days upon signing of the Agreements;

(2) Second Payment

RMB28,800,000 (equivalent to approximately HK$34,698,800) (equivalent to 80% of the consideration for 20,000,000 Sale Shares) shall be payable by CRC Hong Kong to Xiamen San De Xing within 5 Business Days after completion of the procedures with the local foreign exchange control bureau;

RMB1,000,904,000 (equivalent to approximately HK$1,205,908,430) (equivalent to 80% of the consideration for 526,818,758 Sale Shares and the Equity Interests) shall be payable by CRC Hong Kong to San Teh within 3 Business Days prior to the submission of changes to the local administration for industry and commerce;

(3) Final Payment

RMB64,356,500 (equivalent to approximately HK$77,537,950) (equivalent to 5% of the total consideration) shall be payable by CRC Hong Kong within 5 Business Days after one year from the Completion Date;

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The total consideration for the Acquisition was determined after arm’s length negotiation between CRC Hong Kong, San Teh and Xiamen San De Xing, and after taking into account of, among others, the net asset value of San Teh (China) and the Target Companies as at 31

May 2011, the production capacity of the Target Companies and the synergies with the existing business and expansion plan of the Group.

Conditions Precedent and Completion

Completion shall take place on the Completion Date and is conditional upon fulfillment (or waiver) of, but not limited to the following conditions precedent specified in the Agreements on or before 31 March 2012 or a later date to be determined by CRC Hong Kong and San Teh or Xiamen San De Xing (as the case may be):

(1) San Teh (China) and the Target Companies have obtained the necessary internal approvals in accordance with the requirement of their respective articles of association to approve the Acquisition and the relevant changes to be made in their respective articles of association;

(2) there are no material adverse changes to the business, operation, assets and liabilities of San

Teh (China) and the Target Companies;

(3) San Teh (China) and the Target Companies have obtained the relevant approvals and permits from the corresponding authorities in the PRC for the Acquisition under the Agreements;

(4) San Teh, Xiamen San De Xing, San Teh (China) and the Target Companies have obtained the relevant consent from their bank creditors for the Acquisition; and

(5) San Teh has completed all announcements and approval procedures required by Singapore Exchange Securities Trading Limited and San Teh and Xiamen San De Xing have obtained the approvals from their board of directors and shareholders.

The Agreements are inter-conditional. If any of the conditions precedent specified in the Agreements has not been satisfied (or waived) on or before 31 March 2012 or a later date to be determined by CRC Hong Kong and San Teh or Xiamen San De Xing (as the case may be), either party may by written notice to the other party terminate the Agreements.

Upon Completion, CRC Hong Kong will be interested in approximately 93.79% of the Target

Companies.

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NON-COMPETITION UNDERTAKING

San Teh and Xiamen San De Xing have undertaken not to conduct business similar to that of San Teh (China) and the Target Companies in Fujian and Yunnan, nor invest in or provide consultation service to any competitors of San Teh (China) and the Target Companies within two years upon completion of the Agreements.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Board believes that the Acquisition will expand the clinker and cement production capacities attributable to the Group as Yunnan is a region which possesses strategic value in accordance with the Group’s “3 (Control, Conversion and Distribution of Resources) Plus 2 (Lowest Total Cost and Regional Leading Position) Strategy”. The Acquisition will also bring synergies with the Group’s existing production plants in Guangxi Zhuang Autonomous Region.

The Board considers that the terms of the Agreements are of normal commercial terms and are fair and reasonable and the transactions contemplated under the Agreements are in the interests of the Company and its shareholders as a whole.

INFORMATION ABOUT SAN TEH, XIAMEN SAN DE XING, SAN TEH (CHINA) AND THE TARGET COMPANIES

San Teh is principally engaged in building materials and hotel businesses in the PRC. Shares of

San Teh are listed on the Singapore Exchange Securities Trading Limited of stock code “S46”.

Xiamen San De Xing is a wholly owned subsidiary of San Teh and principally engaged in trading business in the PRC.

San Teh (China) is a 87.8% owned subsidiary of San Teh and 3.33% of its issued share capital is owned by Xiamen San De Xing. San Teh (China) owns 70% equity interests in the Target Companies. San Teh (China) is engaged in the manufacturing and sale of cement and related products in Yunnan.

The Target Companies principally engage in the production and sale of cement and clinker in Yunnan. As of the date of this announcement, the Target Companies operate three 2,500 tons per day NSP clinker production lines (equivalent to total annual production capacity of approximately 3,000,000 tons). The Target Companies also have a 2,500 tons per day NSP clinker production line (equivalent to annual production capacity of approximately 1,000,000 tons) which is ready for commencing construction.

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FINANCIAL INFORMATION OF THE TARGET COMPANIES

Set out below are the financial information of San Teh (China) based on its audited consolidated financial statements for the financial years ended 31 December 2010 and 2009 prepared under the Generally Accepted Accounting Principles in the PRC:

San Teh (China)Year ended Year ended31 December201031 December2009

RMB’000 RMB’000

Consolidated

(Loss)/profit before taxation (88,433) 45,475

Consolidated net

(Loss)/profit after taxation (95,589) 40,047

Target Companies

The unaudited combined net assets attributable to the Sale Shares and the Equity Interests amounted to approximately RMB778,739,792 as at 31 May 2011.

After Completion, the Company will be interested in approximately 93.79% of the Target Companies which will be accounted for using the equity method in accordance with the general accepted accounting principles in Hong Kong.

INFORMATION ABOUT CRC HONG KONG AND THE GROUP

CRC Hong Kong is an investment holding company and a wholly owned subsidiary of the Company. Its subsidiaries are engaged in the production and sale of cement, clinker and concrete in the PRC.

The Group is engaged in the production, distribution and sale of cement, clinker and concrete in

Hong Kong and the PRC.

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LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios under the Listing Rules relating to the Acquisition is more than 5% and less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

“Acquisition” the acquisition by CRC Hong Kong of the Sale Shares and the

Equity Interests from San Teh and Xiamen San De Xing

“Agreements” the Share Purchase Agreements and the Equity Transfer

Agreements

“Board” the board of directors of the Company

“Business Day” any day which is not a Saturday or Sunday or a bank or public holiday

“Company” China Resources Cement Holdings Limited, a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange

“Completion” completion of the Acquisition

“Completion Date” the date on which Completion occurs

“CRC Hong Kong” China Resources Cement Holdings (Hong Kong) Limited, a limited liability company incorporated in Hong Kong and a wholly owned subsidiary of the Company

“Dali San Teh Building

Materials”