CHINA HENGSHI FOUNDATION COMPANY LIMITED 中國恒石基業有限公司 ANNOUNCEMENT LOCK-UP UNDERTAKING

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1 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. This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about our Group, the Hong Kong Public Offer and the International Offering before deciding whether or not to invest in the Shares thereby offered. This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in Hong Kong, the United States or any other jurisdiction. The Shares being offered under the Global Offering have not been, and will not be, registered under the U.S. Securities Act or any state securities laws of the United States. The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities of the Company in the United States. CHINA HENGSHI FOUNDATION COMPANY LIMITED 中國恒石基業有限公司 (incorporated under the laws of the Cayman Islands with limited liability) (Stock Code: 1197) SUMMARY ANNOUNCEMENT LOCK-UP UNDERTAKING On 9 December 2015, Mr. Fang Yan Zau Alexander, Top Way Alliance Limited and Joyfar Limited entered into a deed of lock-up undertaking in favour of the Company and the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters), for a period commencing on the Listing Date and ending on a date which is six months after the Listing Date, in respect of the shares in the Company. On 9 December 2015, Mr. Fang Yan Zau Alexander ( Mr. Fang ), Top Way Alliance Limited and Joyfar Limited (together, the Covenantors ) entered into a deed of lock-up undertaking in favour of the Company and the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) (the Fang Lock-up Undertaking ). Pursuant to the Fang Lock-up Undertaking, conditional upon listing of the Shares on the Stock Exchange on or prior to 21 December 2015 (or such other date as may be agreed between the Company and the Hong Kong Underwriters), each of the Covenantors, severally and jointly, undertakes to each of the Company and the Sole Global Coordinator (for itself and on behalf of each of the Hong Kong Underwriters) that he/it will not, without prior written consent of each of the Company and the Sole Global Coordinator, for a period 1

2 commencing on the Listing Date and ending on a date which is six months after the Listing Date (the Lock-up Period ): (a) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose of or create an encumbrance over, or agree to transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or any other securities of the Company or any interest therein owned directly by such Covenantor as at the Listing Date or with respect to which such Covenantor has beneficial ownership) (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares, as applicable) (collectively, the Lock-up Shares ); (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares or any interest in any of the foregoing (including without limitation, any securities convertible into or exchangeable or exercisable for or that present the right to receive, or any warrants or other rights to purchase, any Lock-up Shares); (c) enter into any transaction with the same economic effect as any transaction described in (a) or (b) above; or (d) offer to or agree to or announce any intention to effect any transaction described in (a) or (b) or (c) above, in each case, whether any such transaction described in (a) or (b) or (c) above is to be settled by delivery of Lock-up Shares, in cash or otherwise. The above restrictions will not apply (A) where the above arrangements or transactions are entered into, undertaken or consummated pursuant to a requirement of a governmental authority, a court of law, an arbitral tribunal or a requirement of any applicable law; (B) to any mortgage, pledge or charge of any Lock-up Shares by any of the Covenantors (not involving a change of legal ownership of such Lock-up Shares other than on enforcement) for a bona fide commercial loan or other financing arrangements; or (C) to any sale of any Shares acquired on-market by any of the Covenantors after the Listing Date. Notwithstanding the foregoing, each of the Covenantors may transfer the Lock-up Shares with the prior written consent of each of the Company and the Sole Global Coordinator. In addition, notwithstanding the foregoing, each of the Covenantors may transfer the share capital of the Company to any of its affiliates, whether directly or indirectly; provided, however, that in any such case, it will be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of the Fang Lockup Undertaking and there will be no further transfer of such capital stock except in accordance with the Fang Lock-up Undertaking. Each of the Covenantors will have good and marketable title to the respective Lock-up Shares, free and clear of all liens, encumbrances, and claims whatsoever for the duration of the Lock-up Period. Each of the Covenantors has also agreed and consented to the Company placing restrictive legends on the relevant share certificates and imposing stoptransfer restrictions with respect to its/his Lock-up Shares except in compliance with the foregoing restrictions. 2

3 If for any reason the International Underwriting Agreement or the Hong Kong Underwriting Agreement is terminated prior to the closing date as set forth therein, the undertakings set forth above will likewise be terminated. If the Fang Lock-up Undertaking is terminated before the expiry of the Lock-up Period, the Company will as appropriate issue an announcement in relation to the termination in compliance with applicable laws and regulations. INFORMATION REGARDING THE COVENANTORS Joyfar Limited is a wholly-owned subsidiary of Top Way Alliance Limited, which is in turn whollyowned by Mr. Fang. On 2 March 2015, Joyfar Limited acquired a 25% interest in Fame Success Investments Limited, which held a 40% interest in Hengshi Fiberglass, for a consideration of US$10,146,757. Following the acquisition, Joyfar Limited owns an effective 10% equity interest in the shares of Hengshi Fiberglass. After a subsequent reorganisaton of the Group, Hengshi Fiberglass became a whollyowned subsidiary of the Company and Joyfar Limited currently holds 10% of the issued share capital of the Company. Upon completion of the Global Offering (assuming that the Over-allotment Option is not exercised), Joyfar Limited is expected to hold 7.5% of the issued share capital of the Company. CONFIRMATIONS BY THE COMPANY The Directors are of the view that all material information relevant to the Hong Kong Public Offer has been disclosed in the Prospectus. The Company confirms that there has been no significant change affecting any matter contained in the Prospectus and that no significant new matter has arisen which would warrant the issuance of a supplemental prospectus under Rule of the Listing Rules. In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: Company China Hengshi Foundation Company Limited, a company incorporated under the law of the Cayman Islands with limited liability Global Offering Group Hong Kong Public Offer Hong Kong Underwriters the Hong Kong Public Offer and the International Offering the Companies and its subsidiaries the offer of 25,000,000 Shares for subscription by the public in Hong Kong for cash the underwriters of the Hong Kong Public Offer 3

4 Hong Kong Underwriting Agreement International Offering International Underwriters International Underwriting Agreement Listing Listing Date Listing Rules Over-allotment Option the underwriting agreement dated 7 December 2015 relating to the Hong Kong Public Offer and entered into by, among others, the Sole Global Coordinator, the Hong Kong Underwriters and the Company the offer of 225,000,000 Shares outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act the several underwriters expected to enter into the International Underwriting Agreement to underwrite the International Offering the international underwriting agreement relating to the International Offering, which is expected to be entered into by the Sole Global Coordinator (for itself and on behalf of the International Underwriters) and the Company, among others, on or about 11 December 2015 the listing of the Shares on the Main Board of the Stock Exchange the date, expected to be on or about 21 December 2015, on which the Shares are listed on the Stock Exchange and from which dealings in the Shares are permitted to commence on the Stock Exchange the Rules Governing the Listing of Securities on the Stock Exchange the option to be granted by the Company to the International Underwriters exercisable by the representative of the International Underwriters on behalf of the International Underwriters, pursuant to which the Company may be required to allot and issue up to 37,500,000 additional new Shares, representing 15% of the Shares initially available under the Global Offering, to, among other things, cover over-allocations in the International Offering (if any) Prospectus the prospectus of the Company dated 8 December 2015 Shares ordinary shares in the capital of the Company with a nominal value of US$0.001 each 4

5 Sole Global Coordinator Stock Exchange U.S. Securities Act Morgan Stanley Asia Limited, acting as the sole global coordinator and the sole sponsor to the Listing The Stock Exchange of Hong Kong Limited the United States Securities Act of 1933, as amended By Order of the Board China Hengshi Foundation Company Limited Zhang Yuqiang Chairman 9 December 2015 As at the date of this announcement, the Directors of the Company are: Non-Executive Directors: Mr. ZHANG Yuqiang (Chairman), Mr. ZHANG Jiankan, Mr. TANG Hsinhua, Mr. WANG Yuan Executive Directors: Mr. ZHOU Tingcai, Ms. HUANG Junjun Independent Non-Executive Directors: Mr. FANG Xianbai, Mr. PAN Fei, Mr. CHEN Zhijie 5