THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this document or as to the action you should take, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(incorporated in the Cayman Islands with limited liability)

(StockCode1: 313)

SCRIP DIVIDEND SCHEME IN RELATION TO THE INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2013


Hong Kong, 6 September 2013


CONTENTS

Pages

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Details of the Scrip Dividend Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Advantages of the Scrip Dividend Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Effect of the Scrip Dividend Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Dividend Election Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Overseas Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Listing and Dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Recommendation and Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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LETTER FROM THE BOARD



(incorporated in the Cayman Islands with limited liability)

(StockCode1: 313)

Executive Directors:
Mr. ZHOU Longshan (Chairman)
Mr. PAN Yonghong (Chief Executive Officer)
Mr. YU Zhongliang (Vice Chairman)
Mr. LAU Chung Kwok Robert (Chief Financial Officer)
Non-executive Directors:
Mr. DU Wenmin
Mr. WEI Bin
Mr. HUANG Daoguo
Mr. CHEN Ying
Independent Non-Executive Directors:
Mr. IP Shu Kwan Stephen
Mr. SHEK Lai Him Abraham
Mr. XU Yongmo
Madam ZENG Xuemin
Mr. LAM Chi Yuen Nelson
Registered Office:
P.O. Box 309
Ugland House Grand Cayman KY1-1104
Cayman Islands
Head Office and Principal Place of
Business in Hong Kong:
Room 4606-08
China Resources Building
26 Harbour Road
Wanchai, Hong Kong
6 September 2013
To the shareholders,
Dear Sir or Madam,

SCRIP DIVIDEND SCHEME IN RELATION TO THE INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2013 INTRODUCTION

On 9 August 2013, the Board of Directors of China Resources Cement Holdings Limited (the "Company") had declared an interim dividend for the six months ended 30 June 2013 (the "Interim Dividend") of HK$0.035 per share of HK$0.10 each (the "Share") to shareholders of the Company ("Shareholders") whose names appear on the register of members of the Company after the close of business on Friday, 30 August 2013 (the "Record Date"). The Interim Dividend is to be payable in cash, with an option to receive new, fully paid Shares in lieu of cash (the "Scrip Dividend Scheme").
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LETTER FROM THE BOARD


The purpose of this document is to set out the procedures which apply in relation to the Scrip
Dividend Scheme and the action which should be taken by Shareholders in relation thereto.

DETAILS OF THE SCRIP DIVIDEND SCHEME

Under the Scrip Dividend Scheme, each Shareholder has the choice of receiving: (a) cash of HK$0.035 per Share; or
(b) an allotment of new Shares with a nominal value of HK$0.10 each ("New Shares") credited as fully paid and having an aggregate market value (as defined below) equal to, save for adjustment for fractions, the total amount of the Interim Dividend which such Shareholder could elect to receive in cash in respect of HK$0.035 per Share; or
(c) partly cash and partly New Shares.
For the purpose of calculating the number of New Shares to be allotted, the market value of a New Share has been determined at HK$4.934 per Share, which is equivalent to the average closing price of one Share on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the five trading days (on which such price is available) up to and including the Record Date. Accordingly, the number of New Shares which Shareholders will receive, in respect of the existing Shares registered in their names after the close of business on 30 August 2013 will be calculated as follows:
Number of
New Shares
to be received
Number of existing Shares
held on the Record Date
=
for which election for New
Shares is made

HK$0.035 x
HK$4.934

The last day and time on which Shareholders will be entitled to elect their desired form of the Interim Dividend is 4:00 p.m. on Wednesday, 25 Sepetmber 2013. The number of New Shares to be received will be rounded down to the nearest whole number of the New Shares. Fractional entitlements to New Shares in respect of alternatives (b) and (c) above will be aggregated and sold and the benefit thereof will accrue to the Company and will not be refunded in cash to the relevant shareholders because it is not cost effective. The New Shares to be issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the existing Shares except that they

shall not rank for the Interim Dividend.
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LETTER FROM THE BOARD ADVANTAGES OF THE SCRIP DIVIDEND SCHEME

The Scrip Dividend Scheme will give Shareholders the opportunity to increase their investment in the Company without incurring brokerage fee, stamp duty or dealing costs. The Scrip Dividend Scheme will also be to the advantage of the Company because, to the extent that the Shareholders do not elect to receive cash in lieu of New Shares, in whole or in part, such cash as would otherwise have been paid to Shareholders will be retained for use as working capital by the Company.

EFFECT OF THE SCRIP DIVIDEND SCHEME

Based on 6,519,255,462 Shares in issue as at the Record Date, if no election for New Shares is received, the total cash dividend payable by the Company would be approximately HK$228,173,941.17.
Shareholders should note that the New Shares to be issued pursuant to the Scrip Dividend Scheme may give rise to notification requirements under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ("SFO") for those Shareholders who may have notifiable interests (under the SFO, 5% or more interest in the issued share capital) in the Company. Shareholders who are in any doubt as to how these provisions may affect them as a result of the New Shares arising from the Scrip Dividend Scheme are recommended to seek their own professional advice.

DIVIDEND ELECTION FORM

A Dividend Election Form is enclosed with this document for use by Shareholders who wish to receive the Interim Dividend wholly in New Shares, or partly in cash and partly by the issue of New Shares, or to make a permanent election to receive new Shares in lieu of any future dividends in cash form.

If you elect to receive the Interim Dividend wholly in the form of cash, you should not complete the Dividend Election Form.

If you complete the Dividend Election Form but do not specify the number of existing Shares in respect of which you wish to receive New Shares under the Scrip Dividend Scheme, or if you elect to receive New Shares in respect of a greater number of Shares than your registered shareholding on the Record Date, you will be deemed to have exercised your election to receive New Shares in respect of all the Shares of which you were then registered as the holder.
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LETTER FROM THE BOARD Any Shareholder who does not wish to receive the Interim Dividend wholly in the form of cash must make an appropriate election on the Dividend Election Form in accordance with the instructions printed thereon and lodge with the Company's Share Registrar, Tricor Investor Services Limited ("Registrar") at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Wednesday, 25 September 2013. No acknowledgment of receipt of the Dividend Election Form will be issued. If any Shareholder does not complete and return the Dividend Election Form by not later than 4:00 p.m. on Wednesday, 25 September 2013, the Shareholder will receive the Interim Dividend in the form of cash.

The latest time for submission of Dividend Election Form will not be valid if there is a tropical cyclone warning signal no.8 or above, or a "black" rainstorm warning:
(1) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on 25 September 2013. Instead, the deadline for the submission of Dividend Election Form will be 5:00 p.m. on the same business day;
(2) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on 25
September 2013. Instead, the deadline for the submission of the Dividend Election Form will be rescheduled to 4:00 p.m. on the next business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

OVERSEAS SHAREHOLDERS

The issue of New Shares has not been, and will not be, registered under any applicable securities legislation and/or regulation of any territory outside Hong Kong. The participation in the Scrip Dividend Scheme by overseas Shareholders may be affected by the laws of their relevant jurisdictions. No Shareholders receiving a copy of this document and/or a Dividend Election Form in any territory outside Hong Kong may treat the same as an invitation to elect for New Shares unless in the relevant territory such invitation could lawfully be made to him without having to comply with any unfulfilled registration or other legal requirements. Shareholders with a registered address outside Hong Kong or otherwise resident outside Hong Kong should consult their professional advisers as to whether or not they are permitted to receive the Interim Dividend in the form of an issue of New Shares or if any governmental or other consent is required or other formalities need to be observed, as to the taxation consequences of their decision and as to whether there are any restrictions in relation to future sale of any Shares so acquired. Overseas Shareholders residing in a jurisdiction where it would be illegal for them to participate in the Scrip Dividend Scheme will be deemed to have received this document and/or Dividend Election Form for information only.
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LETTER FROM THE BOARD


This document and the Dividend Election Form will not be registered in Hong Kong or in any other jurisdiction.
For the avoidance of doubt, this document and the Dividend Election Form do not constitute or form part of an offer or solicitation of any offer to buy securities of the Company to the public, and the Dividend Election Form is non-transferable.

LISTING AND DEALINGS

Application will be made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the New Shares to be issued pursuant to the Scrip Dividend Scheme. Subject to the said application being granted by the Stock Exchange, it is expected that share certificates for the New Shares and/or cheques for cash dividend will be posted by ordinary mail to those entitled thereto at their own risk on or around Monday, 7 October 2013. Dealings of the New Shares on the Stock Exchange are expected to commence on 8 October 2013 after despatch to Shareholders of the certificates for the New Shares.
The primary listing of the existing Shares is on the Stock Exchange, and there is no official secondary listing of the existing Shares on any other stock exchange. No listing of, or permission to deal in, any of the existing Shares and/or New Shares on any stock exchange other than the Stock Exchange is being or is proposed to be sought.
Subject to the granting of listing of, and permission to deal in, the New Shares to be issued under the Scrip Dividend Scheme on the Stock Exchange, such New Shares will be accepted as eligible securities by Hong Kong Securities Clearing Company Limited for deposit, clearance and settlement in the Central Clearing and Settlement System. You should seek the advice of your stockbroker or other professional adviser for details of these settlement arrangements and how such settlement arrangements will affect your rights and interests.

RECOMMENDATION AND ADVICE

Whether or not it is to the Shareholders' advantages to receive New Shares or cash, in whole or in part, depends upon their own individual circumstances. The effect on the tax position of any Shareholder will depend on that Shareholder's particular circumstances. If you are in any doubt as to what to do, you should consult your professional advisers. Shareholders who are trustees are recommended to take professional advice as to whether the choice to receive cash or New Shares is within their powers and as to its effect having regard to the terms of the relevant trust instrument.
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EXPECTED TIMETABLE LETTER FROM THE BOARD

The last date on which transfers were accepted for registration for participation
in the issue of New Shares . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 30 August 2013
Latest time and date for receipt of
Dividend Election Form by the Registrar . . . 4:00 p.m. on Wednesday, 25 September 2013
Despatch of share certificates
for the New Shares and/or cheques
for cash dividend . . . . . . . . . . . . . . . . . . . . . . . . . . on or around Monday, 7 October 2013
Commencement of dealings in the New Shares . . . . . . . . . . . . . . . . Tuesday, 8 October 2013
Yours faithfully, for and on behalf of

China Resources Cement Holdings Limited ZHOU Longshan

Chairman
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