本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大 遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 一、交易情况概述 （一）外汇套期保值业务的目的与必要性 随着公司国际化战略的深入实施，海外业务的持续拓展，2024年上半年公司 海外业务收入已达约人民币35.87亿元，海外业务涉及16个国家，相应货币套期 保值需求不断增加。公司基于外汇资产、负债状况及外汇收支业务具体情况，开 展与日常经营需求紧密相关的外汇衍生品套期保值交易业务，有利于控制公司外 证券代码：600801 证券简称：华新水泥 公告编号：2024-031 华新水泥股份有限公司 关于 2025 年度开展外汇衍生品套期保值交易业务的 公告 1 交易目的：公司为规避外汇市场价格波动风险，以套期保值为目的开展外汇 衍生品交易业务。 交易品种：外汇远期、掉期、期权或其组合产品。 交易金额：公司拟开展的外汇衍生品套期保值交易金额上限为 8 亿美元（或 等值货币），交易占用保证金或银行授信额度上限为 8,000 万美元（或等值 货币）。 已履行的审议程序：该事项已经公司于 2024 年 12 月 20 日召开的 ...

证券代码：600801 证券简称：华新水泥 公告编号：2024-030 公司将在相关征收补偿协议签署之后，对本次资产处置事宜进一步进行披露。 2、关于公司2025年度开展外汇衍生品套期保值业务的议案（表决结果：同意9票，反对 0票，弃权0票） 华新水泥股份有限公司 第十一届董事会第八次会议决议公告 详情请参见同日披露的2024-031公告《关于2025年度开展外汇衍生品套期保值交易业务 的公告》。 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、董事会会议召开情况 华新水泥股份有限公司（以下简称"公司"）第十一届董事会第八次会议（临时会议） 于 2024 年 12 月 20 日以通讯方式召开。会议应到董事 9 人，实到 9 人。本次会议由董事长 徐永模先生主持。公司于 2024 年 12 月 13 日以通讯方式向全体董事发出了会议通知。会议 符合有关法律、行政法规、部门规章、规范性文件和公司章程的规定，合法有效。 二、董事会会议审议情况 本次董事会会议经审议并投票表决，通过如下重要决议： 1、关于处置公司部分非流动资 ...

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company has acquired 100% equity of EMBUS.A.ENGENHARIAECOMÉRCIO in Brazil for approximately USD 186.6 million, marking its entry into the South American market [1] - The acquisition is a strategic move to expand the company's overseas operations and mitigate the impact of declining domestic demand in the building materials market [4][6] - The target company has an annual aggregate production capacity of 8.8 million tons and reported a net profit of approximately USD 17.13 million in 2023 [1][6] Summary by Sections Acquisition Details - The acquisition involves the purchase of two companies: 100% of Company A and 40% of Company B, with a total consideration of USD 186.6 million, subject to adjustments based on cash and working capital at closing [1] - The target company B operates four aggregate plants in São Paulo, Brazil, with a strategic location and rich resource reserves [1][6] Financial Performance - The target company reported net assets of USD 6.943 million as of December 31, 2023, with a historical profit trend showing increasing contributions to the parent company's net profit [1] - The projected net profit for the company is expected to decline in 2024 due to reduced demand in the real estate sector, with estimates of CNY 2.009 billion for 2024 [7] Market Position - The company has established a significant overseas presence, with operations in 12 countries and an overseas revenue share of 23%, which is leading among domestic cement companies [5][7] - The entry into the Brazilian market is seen as a milestone for the company, leveraging its experience in integrating acquired businesses to enhance performance and investment returns [6][7]

Investment Rating - Maintains an "Overweight" rating for Huaxin Cement (600801) [1] Core Views - Huaxin Cement has signed a share acquisition agreement to acquire 100% of Company A (which holds 60% of Company B) and 40% of Company B for a total consideration of $186.6 million, making the target companies wholly-owned subsidiaries upon completion [2] - This marks the company's first entry into the South American market, expanding its overseas aggregate business [3] - The target companies operate 4 aggregate plants in Brazil with a total capacity of 8.8 million tons/year (actual production of 6.2 million tons in 2023), located in the metropolitan area of São Paulo, Brazil's economic and population center [3] - Brazil's construction industry is benefiting from government infrastructure investment and real estate market recovery, with cement sales growing 4.6% YoY in Jan-Oct 2024 [3] - The target companies demonstrated strong profitability, with Company B reporting net profits of $17.13 million in 2023 and $12.82 million in Jan-Sep 2024, implying a 11x P/E multiple based on 2023 earnings [3] - The company's overseas expansion continues with recent acquisitions in Nigeria and Brazil, adding 10.6 million tons/year of cement grinding capacity and 8.8 million tons/year of aggregate capacity [4] - By mid-2024, the company will operate 10 overseas aggregate plants (up from 6) with total overseas cement grinding capacity exceeding 33 million tons/year [4] Financial Projections - Revenue is projected to grow from RMB 33.76 billion in 2023 to RMB 42.96 billion in 2026, with YoY growth rates of 1.1%, 16.3%, and 8.2% in 2024-2026 respectively [1] - Net profit attributable to shareholders is forecasted to decline 36.7% YoY to RMB 1.75 billion in 2024, then recover to RMB 2.35 billion (+34.1% YoY) in 2025 and RMB 2.75 billion (+17.2% YoY) in 2026 [1] - EPS is expected to be RMB 0.84 in 2024, RMB 1.13 in 2025, and RMB 1.32 in 2026 [1] - P/E ratios are projected at 14.7x, 11.0x, and 9.4x for 2024-2026 respectively [1] Market Data - Current share price: RMB 12.35 [8] - 52-week range: RMB 9.91-16.09 [8] - Market cap: RMB 25.68 billion [8] - P/B ratio: 0.89x [8] Financial Position - Total assets: RMB 68.80 billion in 2023, projected to grow to RMB 80.50 billion by 2026 [12] - Debt-to-asset ratio: 51.52% [9] - ROE: 9.55% in 2023, expected to decline to 5.82% in 2024 before recovering to 8.29% by 2026 [12]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因依賴該等內 容而引致的任何損失承擔任何責任。 華新水泥股份有限公司 HUAXINCEMENTCO.,LTD.* （於中華人民共和國註冊成立的股份有限公司） （股份代號：6655） 須予披露交易 收購標的公司股權 收購事項 董事會欣然宣佈，於 2024 年 12 月 16 日，買方（本公司全資子公司）與賣方（獨立第 三方）簽署股權收購協議。據此，買方有條件同意收購，而賣方有條件出售標的公司 A 100%股權及標的公司 B 40%股權，總代價約为 1.866 億美元（並根據交割日財務報表淨 現金和運營資金進行調整）。於本公告日期，標的公司 A 持有標的公司 B 60%股權。 待收購事項完成後，標的公司將成為本公司全資子公司，標的公司的財務業績將併入本 公司的財務帳目內。 上市規則涵義 由於收購事項之一項或多項適用百分比率（定義見上市規則第 14.07 條）高於 5%但低 於 25%，故收購事項構成本公司的一項須予披露交易，因而須遵守上市規則第 14 章 ...

華新水泥股份有限公司（「本公司」）之董事（「董事」）會（「董事會」）謹此宣佈，本公 司之香港主要營業地點之地址將變更為香港铜锣湾希慎道33号利园一期19楼1917室， 自二零二五年一月十日起生效。本公司的網站、電郵地址、電話號碼及傳真號碼維持不 變。 承董事會命 華新水泥股份有限公司 徐永模 主 席 中國湖北省武漢市 HUAXIN CEMENT CO., LTD.* （於中華人民共和國註冊成立的股份有限公司） （股份代號：6655） 變更香港主要營業地址 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 華新水泥股份有限公司 二零二四年十二月十三日 於本公告日期，本公司董事會成員包括執行董事李葉青先生（總裁）及劉鳳山先生 （副總裁）；非執行董事徐永模先生（主席）、Martin Kriegner 先生、羅志光先生 及陳婷慧女士；獨立非執行董事黃灌球先生、張繼平先生及江泓先生。 1 *僅供識別 ...

Overseas Expansion and Acquisition - Huaxin Cement plans to acquire building materials assets in Nigeria from Holcim Limited for USD 560 million and USD 280 million respectively [1] - After the transaction, Huaxin Cement will indirectly hold 83.81% of the target company and include it in its consolidated financial statements [2] - The target company reported net profits of USD 57 million in 2023 and USD 36 million in the first half of 2024, potentially contributing an incremental profit of CNY 400-500 million to Huaxin Cement [2] - The acquisition requires approval from Huaxin Cement's shareholders' meeting, China's National Development and Reform Commission, Ministry of Commerce, and relevant Nigerian authorities [4] Overseas Market Performance - Huaxin Cement's overseas cement and clinker sales volume increased by 41% YoY in the first nine months of 2024, generating revenue of CNY 5.936 billion and net profit of CNY 847 million [5] - Overseas business accounted for less than 25% of Huaxin Cement's total revenue but contributed approximately half of its net profit in the first three quarters of 2024 [5] - Overseas markets have become a crucial support for stabilizing Huaxin Cement's performance [6] - Huaxin Cement has expanded its overseas presence to 12 countries, including Tajikistan, Cambodia, Nepal, South Africa, and Mozambique [5] Industry Comparison - Huaxin Cement's net profit exceeded CNY 1.1 billion in the first three quarters of 2024, outperforming most peers in the cement industry [5] - The net profit margin of the target company in Nigeria is around 12.5%, slightly lower than Huaxin Cement's existing overseas business net profit margin of 14.3% [9] - Conch Cement's overseas market gross profit margin reached 39.99% in the first half of 2024, significantly higher than its domestic market gross profit margins of 18.79%-23.24% [6] - Tianshan Cement's overseas regional gross profit margin reached 43.93% in the first half of 2024 after integrating China National Building Materials' assets [7] Market Potential in Nigeria - Nigeria is Africa's most populous country and largest economy, with a concentrated cement industry structure and only three major cement manufacturers [8] - The largest cement manufacturer in Nigeria holds over 50% of the market share, and the current per capita cement consumption is only about 140 kg annually, indicating significant growth potential [8] - The target company has four large cement plants in Nigeria's core markets and holds high-quality limestone resources [9] Holcim's Asset Restructuring - Holcim Limited was formed through the merger of Lafarge and Holcim in 2014, with a history dating back to 1833 and 1912 respectively [10][11] - Holcim has been active in the Chinese market since before the merger, with investments in companies like Huaxin Cement and Dujiangyan Lafarge Cement [11][12] - Holcim has been divesting assets globally, including a failed USD 2.15 billion asset sale in the Philippines in 2019 and a USD 1.05 billion sale of its Indian cement business to Adani Group in 2022 [4][15] - The estimated value of the Nigerian target company's 100% equity is between USD 1.1 billion and USD 1.6 billion [17] Transaction Details - Huaxin Cement will need to conduct a mandatory tender offer for the remaining 16.19% public shares of the Nigerian target company after completing the initial acquisition [16] - The transaction is still in its early stages and faces multiple uncertainties, including regulatory approvals from Chinese and Nigerian authorities [17][18]

Investment Rating - The investment rating for Huaxin Cement is "Buy" for both HK and CH shares, with target prices set at HKD 10.09 and RMB 15.73 respectively [2]. Core Views - Huaxin Cement plans to acquire 83.81% of Lafarge Africa Plc for USD 838 million, indicating a strong commitment to international expansion and enhancing its global strategy [5][6]. - The acquisition is expected to leverage Huaxin's extensive experience in overseas project operations, potentially increasing its overseas cement capacity to over 33 million tons per year [7]. - The domestic market is anticipated to recover by 2025, creating a synergy between domestic and international operations [8]. Summary by Sections Financial Data - As of December 2, 2023, the closing price for Huaxin Cement was HKD 7.86 and RMB 13.73, with market capitalizations of HKD 16.34 billion and RMB 28.55 billion respectively [3]. - The estimated earnings per share (EPS) for 2024, 2025, and 2026 are RMB 1.04, 1.29, and 1.35 respectively [9]. Acquisition Details - Lafarge Africa Plc has a cement production capacity of 10.6 million tons per year and is one of the leading companies in Nigeria's cement industry [6]. - The implied enterprise value for the acquisition is USD 1.057 billion, with an EV/EBITDA multiple of 7.0x based on 2023 estimates [11]. Market Outlook - The overseas market has become a significant growth driver for Huaxin Cement, with overseas clinker sales increasing by 41% year-on-year [7]. - The company expects domestic cement prices to rise as supply-side optimization occurs, enhancing profitability in both domestic and international markets by 2025 [8].

Investment Rating - Maintains a "Buy" rating [8] Core Views - Optimistic about the price elasticity of the cement industry in 2025, with overseas expansion solidifying long-term growth logic [1] - The company is expected to benefit from rising cement prices in the short term, with overseas capacity expansion further strengthening its long-term growth logic [1] - The company's dividend yield is 4.1% (excluding mergers and acquisitions and Q4 price increases), indicating excellent allocation value [1] Summary by Sections Industry Overview - Cement prices have rebounded in Q4 2024 due to increased production curtailment in regions like the Yangtze River Delta, Hubei, and Chongqing, with prices rising by over 100 yuan/ton [1] - High-grade cement prices in these regions have surpassed the Q4 2023 peak, indicating potential price elasticity in 2025 if demand recovers and production curtailment continues [1] African Market Expansion - The company is optimistic about the African cement market, particularly in Nigeria, where per capita cement consumption is 140 kg and is expected to rise with Belt and Road projects [3] - Nigeria's cement market is highly concentrated, with the top three companies holding significant market share, and the company's acquisition is expected to enhance operational performance and create substantial merger value [3] - The acquisition of Lafarge Africa Plc's cement assets in Nigeria, with a total capacity of 10.6 million tons, is a strategic move to enter Africa's largest economy and expand its presence in northern and western Africa [4] - The acquired assets generated $450 million in revenue and $57 million in net profit in 2023, accounting for 9.4% and 12.4% of the company's total revenue and net profit, respectively [4] - The acquisition price is approximately 20.6x 2024E PE, and the acquired company's revenue represents 57.6% of the company's overseas revenue in 2023 [4] Financial Performance - The company's total market capitalization is 269.85 billion yuan, with a circulating market capitalization of 174.49 billion yuan [6] - The 52-week high/low stock price is 16.09/9.91 yuan, with a 52-week high/low PE of 15.60/8.20 and a 52-week high/low PB of 1.14/0.73 [6] - The 52-week stock price increase is 1.28%, with a turnover rate of 164.29% [6] Earnings Forecast - The company's net profit attributable to the parent company is expected to be 2.21 billion yuan in 2024, 2.80 billion yuan in 2025, and 3.05 billion yuan in 2026, with corresponding PE ratios of 12.21x, 9.62x, and 8.86x [12] - Revenue is forecasted to grow from 33.76 billion yuan in 2023 to 39.76 billion yuan in 2026, with a growth rate of 10.79% in 2023, 7.97% in 2024, 6.32% in 2025, and 2.61% in 2026 [12] - EBITDA is projected to increase from 8.44 billion yuan in 2023 to 10.30 billion yuan in 2026 [12]

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company plans to acquire 83.81% of the equity of two target companies in Nigeria for a total of $560 million and $278 million in cash, significantly enhancing its overseas cement capacity by 47% [2] - The acquisition will strengthen the company's presence in Africa, filling a gap in the West African market, and positioning Nigeria as a strategic hub due to its rapid economic and infrastructure growth [2] - The target company is one of Nigeria's oldest cement enterprises, with a cement production capacity of 10.6 million tons per year and concrete production capacity of 400,000 cubic meters per year [2] - The acquisition is expected to enhance the company's operational efficiency through potential technical and management optimizations, leading to cost reductions and increased production [3] - The transaction is valued at approximately 6.3 times EV/EBITDA, indicating a reasonable pricing compared to historical transactions and replacement value [3] - The Nigerian cement market has significant growth potential, with high market concentration and favorable industry dynamics, which will support stable industry profitability [3] - The company forecasts net profits for 2024-2026 to be 1.75 billion, 2.35 billion, and 2.75 billion yuan respectively, maintaining a price-to-earnings ratio of 15, 12, and 10 times [4] Financial Projections - Total revenue is projected to increase from 33.757 billion yuan in 2023 to 42.956 billion yuan in 2026, with a compound annual growth rate of approximately 8.23% [1][4] - The net profit attributable to the parent company is expected to decline to 1.748 billion yuan in 2024 before rebounding to 2.747 billion yuan in 2026 [1][4] - The earnings per share (EPS) is projected to be 0.84 yuan in 2024, increasing to 1.32 yuan in 2026 [1][4]