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中材国际: 中国中材国际工程股份有限公司2025年第二次临时股东大会材料

Core Viewpoint - The company is convening its second extraordinary general meeting of shareholders in 2025 to discuss and vote on proposals related to providing guarantees for its associated companies, specifically for projects in Kazakhstan and Brazil [1][2][3]. Group 1: Shareholder Meeting Details - The meeting is scheduled for June 16, 2025, at 14:30 in Beijing, with voting available through the Shanghai Stock Exchange and internet platforms [1][2]. - The agenda includes the election of monitors, discussion of proposals, and a Q&A session for shareholders [1][2]. Group 2: Proposal for Kazakhstan Project - The company plans to provide a guarantee for its associated company, China National Materials Group Corporation, which aims to invest in a cement production line in Kazakhstan [3][4]. - The total investment for the project is approximately $12.62 million, with the company providing a guarantee of up to $3.53 million for bank loans [4][6]. - The project involves acquiring a 70% stake in QazCement Industries LLP and constructing a cement production line with a capacity of 3,500 tons per day [4][5]. Group 3: Proposal for Brazil Project - The company’s subsidiary, China National Materials Overseas Technology Development Co., Ltd., plans to provide financial support and guarantees for its associated company, Sinoma Wind Power Blade (Brazil) Ltd. [11][12]. - The financial support amounts to $2.4 million, with a guarantee of up to $720,000 based on the company's shareholding [11][12]. - The Brazilian company is in its early operational phase and requires these guarantees to secure financing and ensure stable production [16][17]. Group 4: Financial Overview of Associated Companies - As of December 31, 2024, QazCement Industries LLP reported total assets of approximately 220.78 million RMB and a net loss of 55.90 million RMB [5]. - Sinoma Wind Power Blade (Brazil) Ltd. had total assets of approximately 34.21 million RMB and a net loss of 3.57 million RMB as of December 31, 2024 [14]. Group 5: Risk Management and Approval Process - The company emphasizes that the guarantees are necessary for supporting international expansion and that associated companies will provide counter-guarantees to mitigate risks [7][10]. - The proposals have been reviewed and approved by the board of directors and independent directors, ensuring compliance with regulations and protection of shareholder interests [10][17].