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ALQC.....................................................................

APO Land & Quarry Corporation, an entity that is wholly owned by Impact Assets Corporation, which is a corporation in which CEMEX owns a 40% equity interest

ALQC Supply Agreement...................................

The Master Agreement for Supply and Mineral Processing between APO Cement and ALQC, effective as of January 1, 2016

APO Cement.........................................................

APO Cement Corporation

APO Services Agreement ...................................

The Services Agreement between APO Cement and CEMEX Asia Pte. Ltd., dated October 1, 2004, as amended

Application............................................................

An application to subscribe for Offer Shares pursuant to the Offer

Audited Combined Historical Financial Statements

The audited combined historical financial information of our operating subsidiaries as of and for the years ended December 31, 2013, 2014 and 2015

BIR.........................................................................

Philippine Bureau of Internal Revenue

Board .....................................................................

Our Board of Directors

BSP.........................................................................

Bangko Sentral ng Pilipinas, the central bank of the Philippines

CALABAR Mining Patent..................................

Collectively, the placer mining patents owned by IQAC that grant IQAC both the Mineral Rights and Land Rights with respect to the relevant contract area

Cement Industry Report.....................................

A report commissioned by us and prepared by L.E.K. Consulting

CEMEX..................................................................

CEMEX, S.A.B. de C.V. and all of its consolidated subsidiaries (other than CEMEX Holdings Philippines, Inc. and its consolidated subsidiaries) following the Offer

CEMEX Agreements...........................................

The Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement, Trademark License Agreement and the Services Agreements we are entering into with CEMEX in connection with the Offer

CEMEX Asia Research.......................................

CEMEX Asia Research AG, our wholly owned subsidiary

CEMEX Research Group....................................

CEMEX Research Group AG, an entity organized under the laws of Switzerland that develops and manages CEMEX’s research and development initiatives.

Company...............................................................

CEMEX Holdings Philippines, Inc.

Credit Agreement.................................................

The amended and restated facilities agreement, as amended, between CEMEX, S.A.B. de C.V. and certain of its subsidiaries, the lenders party thereto, Citibank Europe PLC, UK Branch (formerly Citibank International PLC), as agent and Wilmington Trust (London) Limited, as security agent

DENR.....................................................................

Philippine Department of Environment and Natural Resources

Domestic Lead Underwriter................................

BDO Capital & Investment Corporation

Domestic Offer.....................................................

The offer in the Philippines of the Domestic Offer Shares at the Offer Price to the PSE Trading Participants, Local Small Investors, Philippine QBs, clients of the Domestic Lead Underwriter and the general public

Domestic Offer Shares........................................

Up to [●] Offer Shares that are being offered by us in the Domestic Offer

Framework Agreement........................................

The framework agreement by and between us, CEMEX and the Principal Shareholder that we are entering into in connection with the Offer, dated March 9, 2016, that will become effective upon completion of the Offer

FastForwardMR Brand Survey.........................

The “Project Heroes” market study on cement companies conducted by FastForwardMR Corporation in June-July 2015 and commissioned by CEMEX

GDP.........................................................................

The Gross Domestic Product of the Philippines, which is a measure of economic activity compiled by the Philippine National Statistical Coordination Board

Government..........................................................

The Government of the Republic of the Philippines

Installed annual capacity...................................

(i) with respect to a cement plant, the nameplate annual grinding capacity as of the end of the year (taking into account scheduled maintenance), representing cement equivalent capacity and (ii) with respect to our ready-mix concrete plant, the number of working hours in a day divided by the average cycle time per mixer truck, multiplied by the product of the number of working days in a month, the number of available trucks in our fleet (taking into account expected maintenance and other down time) and the volume transported per trip

 

International Offer...............................................

The offer of the International Offer Shares outside the Philippines to: (i) persons outside the United States in reliance on Regulation S under the U.S. Securities Act; and (ii) QIBs in the United States in reliance on Rule 144A

International Offer Shares..................................

Up to [●] Offer Shares that are being offered by us in the International Offer

IQAC......................................................................

Island Quarry and Aggregates Corporation, an entity that is wholly owned by Albatross Holdings, which is a corporation in which CEMEX owns a 40% equity interest

IQAC Supply Agreement....................................

The Master Agreement for Supply and Mineral Processing between Solid Cement and IQAC, effective as of January 1, 2016

Joint Bookrunners................................................

Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and J.P. Morgan Securities PLC

Kiln capacity.........................................................

The nameplate annual kiln capacity as of the end of the year(taking into account scheduled maintenance), representing cement equivalent capacity

Kiln efficiency.......................................................

The actual production of a kiln during a year divided by the production capacity of the kiln as of the end of the year

Land Rights...........................................................

Rights that allow for the use and enjoyment of the surface of a parcel of land, including but not limited to land ownership, leasehold interests and royalty agreements. Each of ALQC and IQAC mines land only if it has both Mineral Rights and Land Rights with respect to the land

L.E.K. Consulting.................................................

L.E.K. Consulting Pte. Ltd.

Listing Date...........................................................

The date of listing and when the trading of our Shares commences

Local Small Investors..........................................

Subscribers or purchasers of the Domestic Offer Shares who are willing to subscribe or purchase such minimum number of shares as may be indicated in the Application but not to exceed an aggregate subscription price of ₱25,000

Main Board...........................................................

The Main Board of The Philippine Stock Exchange

Major Raw Materials Agreements....................

The ALQC Supply Agreement together with the IQAC Supply Agreement

Mineral Rights.......................................................

Rights granted to conduct mining operations and extract all mineral resources on a contract area and obtained through (i) a mineral agreement entered into with the Government with respect to such mineral resource, including but not limited to a CALABAR Mining Patent or (ii) being designated as an authorized operator of a MPSA registered with the DENR

MPSA.....................................................................

Mineral Production Sharing Agreement

NCR........................................................................

The National Capital Region of the Philippines, which is located in Luzon and includes Metro Manila

Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement..................................

The Non-Exclusive Use, Exploitation and Enjoyment of Assets License Agreement between CEMEX Research Group, as Licensor, and CEMEX Asia Research, as Licensee, that will be entered into in connection with the Offer and will become effective as of January 1, 2016 upon completion of the Offer

Offer.......................................................................

The offer of the Offer Shares pursuant to the Domestic Offer and the International Offer

Offer Price..............................................................

Up to ₱17.00, the price per Offer Share at which the Offer Shares are to be purchased pursuant to the Offer

Offer Shares..........................................................

The Offer and sale of up to 2,337,927,954 Shares by us

Operational Restructuring...................................

The planned restructuring of (a) our royalty arrangements with CEMEX, pursuant to which new royalty agreements are expected to be entered into between each of APO Cement and Solid Cement and our wholly-owned subsidiary, CEMEX Asia Research, and between CEMEX Asia Research and CEMEX; and (b) our planned insurance strategy, pursuant to which we expect to incorporate a wholly-owned subsidiary that will reinsure our property, non-damage business interruption and political risks in exchange for reinsurance premiums to be paid by an affiliate of CEMEX, which reinsures such risks for a third party insurer that provide insurance coverage to APO Cement and Solid Cement

Operating EBITDA..............................................

Operating earnings before other expenses, net, plus depreciation expenses

PCD.........................................................................

Philippine Central Depository

PDS.........................................................................

The Philippine Dealing System

PDS Rate................................................................

The weighted average rate for the purchase of U.S. dollar with pesos on the PDS during the preceding day, as posted in the Reference Exchange Bulletin of the BSP

PDTC......................................................................

The Philippine Depository and Trust Corp., the central securities depositary of, among others, securities listed and traded on the PSE

PFRS.......................................................................

Philippine Financial Reporting Standards

Philippines..............................................................

Republic of the Philippines

Philippine Constitution or Constitution............

The Constitution of the Republic of the Philippines

Philippine Corporation Code..............................

Batas Pambansa Blg. 68, otherwise known as “The Corporation Code of the Philippines”

Philippine National...............................................

As defined under Republic Act No. 7042, as amended, otherwise known as the Foreign Investments Act of the Philippines, means a citizen of the Philippines, or a domestic partnership or association wholly owned by citizens of the Philippines, or a corporation organized under the laws of the Philippines of which at least 60% of the capital stock outstanding and entitled to vote is owned and held by citizens of the Philippines, or a corporation organized abroad and registered to do business in the Philippines under the Philippine Corporation Code, of which 100% of the capital stock outstanding and entitled to vote is wholly owned by citizens of the Philippines or a trustee of funds for pension or other employee retirement or separation benefits, where the trustee is a Philippine National and at least 60% of the funds will accrue to the benefit of Philippine Nationals

Philippine Peso, peso, pesos or ₱........................

The lawful currency of the Philippines

Philippine QBs.......................................................

Qualified buyers within the meaning of Section 10.1(l) of the SRC

Philippine SEC......................................................

The Securities and Exchange Commission of the Philippines

Post-Offering Fees................................................

The management and royalty fees to be paid to CEMEX by us pursuant to the CEMEX Agreements in exchange for CEMEX's provision of certain administrative, professional and technical services, and the right to use different trademarks, names and intellectual property assets owned and developed by CEMEX

Principal Shareholder...........................................

CEMEX Asian South East Corporation, a subsidiary of CEMEX S.A.B. de C.V. that is expected to own [●]% of our Shares immediately following the closing of the Offer (assuming no exercise of the Put Option)

Pre-Offering Fees..................................................

The management and royalty fees that had been paid by our subsidiaries prior to the Reorganization as consideration for the provision by CEMEX of a variety of services and the use of different trademarks, names and intellectual property assets owned and developed by CEMEX

Pro Forma Financial Information.....................

The pro forma condensed consolidated financial information of CEMEX Holdings Philippines, Inc. and its subsidiaries as of and for the year ended December 31, 2015. The Pro Forma Financial Information assumes that 1,384,117,647 Offer Shares will be issued and sold in the Offer at an assumed Offer Price of ₱17.00 per Share and is therefore not comparable to information presented elsewhere in this Prospectus (other than the information set forth under "Capitalization" and any information derived from the Pro Forma Financial Information), which assumes that up to 2,337,927,954 Shares will be issued and sold in the Offer at an Offer Price of up to ₱17.00 per Share

PSA.........................................................................

Philippine Standards on Auditing

PSE..........................................................................

The Philippine Stock Exchange, Inc.

PSE Trading Participants....................................

The trading participants of the PSE

Put Option..............................................................

An option granted by the Principal Shareholder to the Joint Bookrunners, acting through the Stabilizing Agent, which is exercisable in whole or in part beginning on or after the Listing Date and ending on the date 30 days from the Listing Date, to sell to the Principal Shareholder, and to require the Principal Shareholder to purchase the Put Option Shares at the Offer Price per Share

Put Option Shares.................................................

Up to 304,947,124 Shares subject to the Put Option

QIBs........................................................................

Qualified institutional buyers within the meaning of Rule 144A

RCOA.....................................................................

The Retail Competition and Open Access program

Reorganization.....................................................

The series of transactions whereby our Company, on January 1, 2016, acquired, directly and indirectly through intermediate holding companies, a 100% equity interest in each of Solid Cement and APO Cement

Regulation S..........................................................

Regulation S under the U.S. Securities Act

RGM&Co..............................................................

R.G. MANABAT & CO., a member firm of the KPMG network

Rizal Cement........................................................

Rizal Cement Co., Inc., the predecessor-in-interest to Solid Cement

Rule 144A..............................................................

Rule 144A under the U.S. Securities Act

Services Agreements............................................

The Solid Services Agreement together with the APO Services Agreement

Shares.....................................................................

Our shares of common stock, par value ₱1.00 per share

SINOMA................................................................

Sinoma Energy Conservation Co., Ltd.

Solid Cement.........................................................

Solid Cement Corporation

Solid Services Agreement ...................................

The Services Agreement between Solid Cement and CEMEX Asia Pte. Ltd., dated October 1, 2004, as amended

SRC.........................................................................

Republic Act No. 8799, otherwise known as “The Securities Regulation Code of the Philippines,” as amended from time to time, and including the rules and regulations issued thereunder

Stabilizing Agent...................................................

[●]

Stock Transfer Agent...........................................

[●]

Tonne.....................................................................

Metric ton

Trademark License Agreement.........................

The Trademark License Agreement between CEMEX, S.A.B. de C.V. and CEMEX Asia Research that we are entering into in connection with the Offer and will become effective as of January 1, 2016 upon the consummation of the Offer

Transenergy...........................................................

Transenergy, Inc., a CEMEX subsidiary that sources coal, petroleum coke and other products on a group-wide basis

United States or U.S.............................................

The United States of America

US$ or U.S. dollar.................................................

The lawful currency of the United States of America

U.S. Securities Act................................................

The United States Securities Act of 1933, as amended

VAT........................................................................

Value-added tax

VECO.....................................................................

The Visayan Electric Company

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