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Revision of the annual cap
for the sale and purchase agreement of melting accelerator Reference is made to the December 2024 Announcement. The Company (for itself and on behalf of the relevant members of the Group) entered into the Sale and Purchase of Combustion Accelerators Agreement, the Sale and Purchase of Melting Accelerators Agreement and the Procurement Framework Agreement for Desulfurizing Agents with Conch Pharmaceutical High-Tech Company on 31 December 2024, pursuant to which the Sale and Purchase of Melting Accelerators Agreement, During the period from 1 January 2025 to 31 December 2025, the Group intends to purchase melting accelerators from Conch Preparations High-Tech Company Limited.
On 15 October 2025, the Company (for itself and on behalf of the relevant members of the Group) entered into the Supplemental Agreement with Conch Pharmaceutical High-Tech Company to revise the existing annual caps for the Sale and Purchase Agreement of Melting Accelerators to the revised annual caps. All other terms and conditions of the Melting Accelerator Sale and Purchase Contract remain unchanged and in full force and effect.
Listing rules implications
Conch Group, the controlling shareholder of the Company, holds 100% equity interest in Conch Kechuang Materials, which in turn holds 100% equity interest in Conch Preparations, which in turn holds 100% equity interest in Conch Preparations High-Tech Company. Therefore, Conch Preparations High-Tech Company is an associate of Conch Group. Is a connected person of the Company. The transactions under the Supplemental Agreement and the Fusion Accelerator Sale and Purchase Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.
Pursuant to Rule 14 of the Listing Rules
Pursuant to Rule 14 of the Listing Rules, Each of the applicable percentage ratios (other than profits ratio) in respect of the aggregate transaction amount of RMB251.97 million under the above agreements/agreements exceeds 0.1% but is less than 5%.
Background
of the Listing Rules Reference is made to the December 2024 Announcement. The Company (for itself and on behalf of the relevant members of the Group) entered into the Sale and Purchase of Combustion Accelerators Agreement, the Sale and Purchase of Melting Accelerators Agreement and the Procurement Framework Agreement for Desulfurizing Agents with Conch Pharmaceutical High-Tech Company on 31 December 2024, pursuant to which the Sale and Purchase of Melting Accelerators Agreement, The Group intends to purchase melting accelerators from Conch Preparations High-Tech Company Limited during the period from 1 January 2025 to 31 December 2025. The total contract price (i.e. The annual cap) for the Sale and Purchase of Melting Accelerators Agreement shall not exceed RMB15.5 million. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the December 2024 Announcement.
On 15 October 2025, the Company (for itself and on behalf of the relevant members of the Group) entered into the Supplemental Agreement with Conch Preparations High-Tech Company Limited to revise the existing annual caps of the Sale and Purchase Agreement of Melting Accelerators to the revised annual caps.
Supplementary Contract
The following are the principal terms of the Supplementary Contract:
Supplementary Contract Date of Signing:
15
October 2025 Supplementary Contract Parties:
( 1) The Company (for itself and on behalf of the relevant members of the Group) (Purchaser)
The Group is principally engaged in cement, Product (2)" Conch Preparations Hi-Tech Co., Ltd. (Supplier)
Conch Preparations Hi-Tech Co., Ltd. is a limited liability company established in China, mainly engaged in the manufacture of new building materials, sales of new catalytic materials and additives.
Conch Kechuang Materials is a limited liability company established in the PRC and a wholly-owned subsidiary of Conch Holdings, the controlling shareholder of the Company. Conch Kechuang Material is principally engaged in (I) research and development, production and sales of biomass fuels; (II) production and sales of new catalytic materials and additives, and research and development of new materials; and (III) research and development of emerging energy technologies and sales of energy storage battery systems. Conch Holdings, the controlling shareholder of the Company, holds approximately 36% of the total issued shares of the Company
as at the date of this announcement. Conch Holdings is a company established in the PRC with limited liability and is principally engaged in asset management, investment, financing, property rights trading and import and export trade. Production and sales of building materials, chemical products (except dangerous goods), electronic instruments and meters, and general machinery and equipment. Conch Group is owned as to 51% by the State-owned Assets Supervision and Administration Commission of the People's Government of Anhui Province (through its wholly-owned subsidiary state-owned enterprise) and as to 49% by China Conch Venture Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 586) (through its direct and indirect wholly-owned subsidiary structure). China Conch Venture Holdings Limited is principally engaged in the construction and operation of waste-to-energy projects, the manufacture and sale of new energy materials and new building materials, and port logistics services. Main terms of
the Supplementary Contract:
According to the Supplementary Contract, The aggregate transaction amount (i.e. The annual cap) for the purchase of melting accelerators by the Group from Conch High-Tech Preparation Company was adjusted from not exceeding RMB15.5 million (i.e. The existing annual cap) to not exceeding RMB75.27 million (i.e. The revised annual cap).
Save for the revision of the Existing Annual Caps of the Melting Promoter Sale and Purchase Agreement to the Revised Annual Caps, all other terms and conditions of the Melting Promoter Sale and Purchase Agreement remain unchanged and in full force and effect. Please refer to the December 2024 Announcement for the principal terms of the Sale and Purchase Agreement of Melting Accelerator. Term of
the Supplemental Contract:
The Supplemental Contract was entered into between the Company (for itself and on behalf of the relevant members of the Group) and Conch Preparations Hi-Tech Company Limited on 15 October 2025, and was approved by the board of directors of the Company and became effective on the same day. Valid from 15 October 2025 to 31 December 2025.
Revision of annual caps
The Existing Annual Caps
for 2025 As stated in the December 2024 Announcement, The existing annual cap for the transactions under the Fusion Accelerator Sale and Purchase Agreement for the period from 1 January 2025 to 31 December 2025 is RMB15.5 million.
Actual transaction
amount According to the unaudited accounting records of the Company, the actual transaction amount of the Sale and Purchase of Melting Accelerator Agreement from 1 January 2025 to the date of this announcement (inclusive of the date of this announcement) is approximately RMB14.42 million, which is within the existing annual cap.
Contract price, pricing basis and reasons
for the adjustment to the Existing Annual Caps to the Revised Annual Caps As disclosed in the December 2024 Announcement, the total contract amount for the Sale and Purchase of Fusion Accelerator Agreement (i.e. The Annual Cap) is based on (I) the unit price of fusion accelerator products, Such unit price was determined based on the standard usage amount of melting accelerator per ton of clinker and the cost based on the benchmark coal saving amount during the production process, and with reference to the unit selling price of similar products supplied by Conch High-Tech Preparations Company to its independent third party customers; (II) the estimated total purchase amount of melting accelerator based on the Group's clinker production plan for the year 2025; (III) the historical transaction amounts of the purchase of melting accelerants by the Group from the Conch Preparation Group for the years 2023 and 2024; and (IV) it is assumed that there are no material changes in (a) the general socio-economic environment in the PRC; and (B) the demand for clinker products under the Group's production plan for the year 2025.
Since (I) at the time of entering into the Sale and Purchase of Melting Accelerator Agreement, the Company planned to use the melting accelerator supplied by Conch Preparation High-Tech Company for the two production lines of the two subsidiaries, through the evaluation and analysis of the use effect, the use of melting accelerator effectively reduced the coal consumption of the production lines. As a result, production costs and carbon emissions were reduced, and good economic and environmental benefits were achieved. Therefore, the Company is gradually promoting the use of the melting accelerator supplied by Conch Preparation Hi-Tech Company in the production lines of more subsidiaries (expected to exceed 30 lines); And (II) as at the date of this announcement, the actual transaction amount under the Fusion Accelerator Sale and Purchase Agreement is close to the existing annual cap, and the Board expects that the actual total transaction amount for 2025 will exceed the existing annual cap.
Therefore, the Company entered into the Supplemental Agreement to revise the existing annual cap of the Melting Accelerator Sale and Purchase Agreement and the revised annual cap thereunder is RMB75.27 million. Basis
of the Revised Annual Caps The basis of the Revised Annual Caps is determined with reference to (I) the actual total transaction amount of the transactions under the Melting Accelerator Sale and Purchase Agreement from 1 January 2025, being the commencement date of the Agreement, up to the date of this announcement; (II) the reasonable expectation of the Company regarding the use of the melting accelerator products in the production lines of the subsidiaries of the Company from the date of the Supplemental Contract up to 31 December 2025 (which is expected to expand from two production lines of two subsidiaries to more than 30 production lines of various subsidiaries under the original plan); And (III) the basis for determining the unit price of the melting accelerator is the same as that adopted for the Existing Annual Caps. Details were disclosed in the December 2024 announcement. Reasons
for the transactions under
the melting accelerator sale and purchase agreement and the supplemental agreements As mentioned in the December 2024 Announcement, during the clinker production process, the use of the melting accelerator helps to improve the burnability of the raw materials and lower the sintering temperature of the clinker, which in turn lowers the coal consumption and production costs. Improve business efficiency. In addition, the use of melting accelerator can indirectly reduce carbon dioxide emissions in the clinker production process, and achieve the effect of energy saving and environmental protection. After the relevant subsidiaries of the Company used the melting accelerator in the production line, the coal consumption index was reduced and the production cost was optimized. At the same time, Conch Preparations High-tech Company is an enterprise engaged in the research and development, production, operation and service of new catalytic materials and additives. Relying on the advantages of Conch Preparations Group in the industry in terms of production scale and technical level, it can continue to provide the Group with melting accelerator products with stable quality and preferential prices.
As mentioned in the paragraph headed "Contract Prices, Pricing Basis and Reasons for Adjustments to the Existing Annual Caps to the Revised Annual Caps" above, after the use of the melting accelerator supplied by Conch High-Tech Preparation Company, the coal consumption level and carbon emission of the production lines of the relevant subsidiaries of the Company were reduced. The Group intends to use the melting accelerator supplied by Conch Preparations Hi-Tech Company in the production lines of more subsidiaries. The above transactions between the
Group and Conch Preparations Hi-Tech Company will not have a material impact on the financial position and operating results of the Group.
Listing rules implications
Conch Group, the controlling shareholder of the Company, holds 100% equity interest in Conch Kechuang Materials, which in turn holds 100% equity interest in Conch Preparations, which in turn holds 100% equity interest in Conch Preparations High-Tech Company. Therefore, Conch Preparations High-Tech Company is an associate of Conch Group. Is a connected person of the Company. The transactions under the Supplemental Agreement and the Fusion Accelerator Sale and Purchase Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.
Pursuant to Rule 14 of the Listing Rules
Pursuant to Rule 14 of the Listing Rules, As each of the applicable percentage ratios (other than profits ratio) in respect of the aggregate transaction amount of RMB251.97 million in the above contracts/agreements exceeds 0.1% but is less than 5%, Conch Preparations Hi-Tech Company is also the related party of the Company under Rule 14A.
The transactions under the Supplemental Contract, the Melting Accelerator Sale and Purchase Contract, the Combustion Accelerator Sale and Purchase Contract and the Desulfurizer Procurement Framework Agreement also constitute connected transactions of the Company. However, the total transaction amount of the above contracts/agreements as a percentage of the latest audited net assets of the Company is less than 0.
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