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].

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].

Investment Overview - China National Materials International Engineering Co., Ltd. (referred to as "the company") plans to invest through its subsidiary, China National Materials Cement Co., Ltd. (referred to as "Cement Co."), to establish a new investment entity in the United Arab Emirates (UAE) [2][3] - The company will invest approximately $3,785.04 million to acquire a 70% stake in QazCement Industries LLP (referred to as "QC Company") in Kazakhstan and construct a 3,500 tons per day clinker cement production line, with a total project investment of about $18,024.06 million [2][20] Transaction Details - The transaction has been approved by the board of directors of Cement Co. and does not require further approval from the company's board or shareholders [2] - The investment is subject to regulatory approvals, including antitrust review in Kazakhstan and foreign investment registration in China [3][25] Company Profiles - Cement Co. has a registered capital of 1,000 million RMB and is primarily engaged in cement production and sales [4] - The newly established investment entity, Cement (Central Asia) Investment Co., Ltd., will have a registered capital of $3,785.04 million and will be wholly owned by Cement Co. [8] Target Company Information - QC Company, based in Kazakhstan, has a registered capital of approximately $622 million and holds mining rights for two significant mineral deposits [12] - As of December 31, 2024, QC Company reported total assets of approximately 220.78 million RMB and a net loss of approximately 55.89 million RMB [12][16] Investment Purpose and Impact - The investment aligns with Cement Co.'s international development strategy, aiming to expand its overseas asset base and enhance profitability [27] - The project is expected to leverage favorable market conditions in the region, where cement demand exceeds supply [27] Financial Assessment - An asset valuation report indicated a significant increase in QC Company's asset value, with a valuation of approximately 56.26 million RMB, reflecting a substantial appreciation [17] - The capital increase will raise QC Company's registered capital to approximately $5,407.2 million, with Cement Co. holding a 70% stake post-investment [19][23]