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中材国际: 中国中材国际工程股份有限公司关于为关联参股公司中材水泥所属企业提供担保暨关联交易的公告

Core Viewpoint - The company is providing a guarantee for its associated company, China National Materials Cement Co., Ltd., to support its investment in Kazakhstan, which involves establishing a cement production line and acquiring a 70% stake in a local subsidiary [2][3][6]. Summary by Sections Guarantee Overview - The company plans to provide a guarantee for a bank loan of up to USD 35.33 million for QazCement Industries LLP, a subsidiary of Primus Industries, to facilitate the construction of a cement production line in Kazakhstan [2][3][4]. - The total investment for the project is approximately USD 18.02 million, with debt financing of USD 12.62 million [2][3]. Internal Decision-Making Process - The guarantee has been approved by the company's board of directors and requires further approval from the shareholders' meeting, where related parties will abstain from voting [3][7]. Financial Details of the Guaranteed Entity - QazCement Industries LLP was established in January 2023, with a registered capital of approximately 3.27 billion Kazakhstani Tenge [4]. - As of March 31, 2025, QazCement's total assets were approximately RMB 220.53 million, with total liabilities of RMB 132.97 million, resulting in a net asset of RMB 87.56 million [4]. Guarantee Terms and Conditions - The guarantee will cover the principal amount and all related costs, including interest and penalties, with a maximum term of 10 years [3][4]. - The company will receive a corresponding counter-guarantee from QazCement [4]. Necessity and Reasonableness of the Guarantee - The project aligns with the company's strategy to expand internationally and is deemed manageable in terms of risk, as QazCement will provide a counter-guarantee [6][7]. Approval Process and Voting Results - The board meeting on May 29, 2025, approved the guarantee proposal with a unanimous vote, excluding related directors from the decision [7]. - The total approved external guarantees after this transaction will amount to approximately RMB 48.19 billion, representing 22.82% of the company's latest audited net assets [7][8].