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]

本议案已经公司独立董事专门会议及公司董事会审计委员会审议通过，并同意提交董事 会审议。 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"）第十一届董事会第六次会议（临时会议） 于 2024 年 11 月 29 日以现场结合通讯方式召开。因关联董事回避出席本次董事会，会议应 到董事 6 人，实到 6 人。本次会议由董事长徐永模先生主持，董事会秘书出席了本次会议。 监事会主席及部分高管列席了本次会议。公司于 2024 年 11 月 22 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： 关于收购豪瑞尼日利亚资产之关联交易的议案（表决结果：同意6票，反对0票，弃权0 票） 证券代码：600801 证券简称：华新水泥 公告编号：2024-027 关联董事Martin Kriegner先生、罗志光先生及陈婷慧女士回避出席本次会 ...

证券代码：600801 证券简称：华新水泥 编号：2024-028 华新水泥股份有限公司 第十一届监事会第四次会议决议公告 本公司监事会及全体监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。 公司监事会全体成员一致发表上述审核意见。 特此公告。 华新水泥股份有限公司监事会 2024 年 12 月 2 日 华新水泥股份有限公司（以下简称"公司"）第十一届监事会第四次会议（临时 会议），于 2024 年 11 月 29 日召开。会议应到监事 5 人，实到 5 人。本次会议由监 事会主席明进华先生主持。公司于 2024 年 11 月 23 日以通讯方式向全体监事发出了 会议通知，会议符合有关法律、法规、规章、规范性文件和公司章程等规定，合法有 效。 公司监事会全体成员经认真讨论，就《关于收购豪瑞尼日利亚资产之关联交易的 议案》发表如下审核意见： 本次收购豪瑞尼日利亚资产，是落实公司"海外多业务发展战略"的有力体现， 是公司布局西非发展、加快建设世界一流跨国建材企业的重大举措。本次关联交易是 在遵循公开、公平、公正和市场化定价原则的基础上，经双方公 ...

证券代码：600801 证券简称：华新水泥 公告编号：2024-029 华新水泥股份有限公司 关于收购豪瑞尼日利亚资产之关联交易的公告 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。 重要内容提示： 1 一、关联交易概述 华新水泥股份有限公司（以下简称"公司"或"本公司"）拟通过控股全资子公司海南华 新泛非投资有限公司（以下简称"买方 A"）以 56,044 万美元（并可根据《股权收购协 议》价值减损条款进行向下的惯常调整）现金收购 Holderfin B.V.（以下简称"卖方"） 持有的 Caricement B.V. （以下简称"标的公司 A")100%股权；通过全资子公司华新（香 港）国际控股有限公司（以下简称"买方 B"，与"买方 A"合称"买方"），在 Associated International Cement Limited（以下简称"AICL"）将其持有的 Lafarge Africa Plc（以下 简称"最终标的公司"）27.77%股权转入到 Davis Peak Holdings Limited（以 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [4]. Core Views - The company reported a total revenue of 24.719 billion, a year-on-year increase of 2.29%, while the net profit attributable to the parent company was 1.138 billion, a year-on-year decrease of 39.26% [4][5]. - The demand in the industry remains a core constraint, with a 22.2% year-on-year decline in new housing starts and a 10.7% decrease in national cement production in the first three quarters of 2024 [4][5]. - The company is expected to face downward pressure on profitability in Q3 2024, with a potential loss of over 10 yuan per ton in net profit [5][6]. - The overseas market is stable, with ongoing projects in multiple countries expected to provide growth opportunities [6]. - Anticipation for Q4 2024 domestic market elasticity due to recent price increases in the Hubei market [6]. Summary by Sections Financial Performance - In Q3 2024, the company achieved a revenue of 8.482 billion, a year-on-year increase of 1.78%, and a net profit of 408 million, a year-on-year decrease of 40.17% [4][5]. - The company’s cement production in key markets like Hubei, Hunan, and Yunnan saw declines of 7%, 13%, and 8.3% respectively in the first three quarters [4][5]. Market Dynamics - The company’s core markets are experiencing stable pricing, while the aggregate market is facing potential price declines due to increased competition and capacity [5][6]. - The company has a significant presence in the aggregate market, with a production capacity of 280 million tons as of H1 2024, nearing its target of 300 million tons [5]. Future Outlook - The company expects to see more project implementations in overseas markets, which could enhance growth [6]. - The anticipated price increases in the domestic market during the traditional peak season of Q4 2024 may provide some profitability elasticity [6]. Earnings Forecast - The projected earnings for 2024 and 2025 are 1.9 billion and 2.4 billion respectively, with corresponding price-to-earnings ratios of 17 and 13 [6].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative price increase of over 15% compared to the benchmark index within the next 6 to 12 months [7]. Core Views - The domestic cement market remains under pressure, with a year-on-year production decline of 10.7% in Q3, reaching a total of 1.33 billion tons. The production levels in July, August, and September were the lowest since 2010 for the same period [1][2]. - The company is expected to see a gradual price recovery in domestic cement sales due to price increases initiated at the end of September [1]. - The company's gross margin is under temporary pressure, with a Q3 gross margin of 24.7%, down 5.2 percentage points year-on-year. The net profit margin for Q3 was 6.6%, a decrease of 3.9 percentage points year-on-year [1][2]. - The overseas and non-cement business segments are expected to support growth, with significant contributions from operations in countries like Tajikistan, Kyrgyzstan, and Uzbekistan, and a notable increase in aggregate and commercial concrete revenues [1][2]. Summary by Sections Financial Performance - The company reported a revenue of 84.8 billion yuan for the first three quarters of 2024, a year-on-year increase of 2.3%. However, the net profit attributable to the parent company was 2.76 billion yuan, down 39.3% year-on-year [2][3]. - The forecast for net profit attributable to the parent company for 2024-2026 has been adjusted to 1.74 billion, 2.14 billion, and 2.53 billion yuan, respectively [1][2]. Market Dynamics - The report highlights that the domestic cement market is experiencing a downturn, with production and pricing pressures. However, the overseas market and non-cement business segments are expected to provide a buffer against these challenges [1][2]. - The company has established a significant presence in the overseas market, with a total cement clinker capacity of 15.44 million tons per year and ongoing projects that will further enhance this capacity [1][2]. Valuation Metrics - The current price-to-earnings (P/E) ratios for 2024-2026 are projected at 14.7, 12.0, and 10.1, while the price-to-book (P/B) ratios are expected to be 0.8 for 2024 and 0.7 for 2026 [1][2].

Investment Rating - Maintains an "Overweight" rating with a target price of RMB 17.67, up from the previous target of RMB 13.79 [3][4] Core Views - The company's Q3 2024 results met expectations, with revenue of RMB 24.719 billion, up 2.29% YoY, but net profit attributable to shareholders declined by 39.26% YoY to RMB 1.138 billion [3] - Overseas cement business continues to grow, with Q3 overseas cement sales increasing by over 30% YoY, offsetting domestic sales decline [3] - Domestic cement profitability remains weak, but overseas profitability is stable, with Q4 price hikes expected to improve margins [3] - Aggregate business shows strong profitability resilience despite a decline in sales volume due to increased competition and market demand weakness [3] Financial Performance - Q3 2024 revenue was RMB 8.482 billion, up 1.78% YoY, with net profit attributable to shareholders of RMB 408 million, down 40.17% YoY [3] - 2024-2026 EPS forecasts are maintained at RMB 0.91, RMB 1.09, and RMB 1.34, respectively [3] - The company's net debt ratio stands at 43.00% [6] Market and Valuation - The company's current market price is RMB 14.08, with a 52-week price range of RMB 10.10 to RMB 15.87 [5] - The total market capitalization is RMB 29.272 billion, with a P/E ratio of 15.47x for 2024E [5][10] - The company's P/B ratio is 1.0x, with a net asset value per share of RMB 13.91 [6] Industry and Competitive Position - The company's overseas cement business is a key driver of growth, compensating for the decline in domestic cement demand [3] - Domestic cement sales in Q3 2024 showed a single-digit YoY decline, but the decline narrowed compared to Q2 2024 [3] - Price hikes in Q4 2024, particularly in the Yangtze River region, are expected to improve profitability [3] Future Outlook - The company expects cement price increases in Q4 2024 to drive industry profit recovery [3] - Capacity replacement and carbon emission policies in 2025 may improve the supply structure of the industry [3] - The company's overseas business is expected to maintain stable profitability, with manageable foreign exchange risks [3]