Western Cement announced that on 24 June 2025 (after trading hours): (1) Transaction A: Seller A Yaobai Special Cement Group entered into an equity transfer agreement with the purchasers ( Conch Cement and Conch (Shaanxi) Holding), and Seller A conditionally agreed to sell. The Purchaser conditionally agreed to purchase the entire equity interest in each of the Target Companies at a consideration of RMB398 million (subject to adjustment);
Transaction B: Seller B and Tian Yaobai Cement , the Purchaser and Seller A (as guarantor) entered into the Asset Purchase Agreement B, pursuant to which Seller B conditionally agreed to sell and the Asset Purchaser B conditionally agreed to purchase the Asset B at a consideration of RMB161.5 million (subject to adjustments);
Transaction C: Vendor C (Moyuyaobai Cement, Moyuyaobai Building Material), the Purchaser and Vendor A (as guarantor) entered into the Asset Purchase Agreement C, pursuant to which Vendor C conditionally agreed to sell and Asset Purchaser C conditionally agreed to purchase the Asset C at the Consideration of RMB920.5 million (subject to adjustments);
Transaction D: Vendor D (HEBL, Hetian Yaobai Building Material), the Purchaser and Vendor A (as guarantor) entered into the Asset Purchase Agreement D, pursuant to which Vendor D conditionally agreed to sell and the Asset Purchaser D conditionally agreed to purchase the Asset D at the consideration of RMB170 million (subject to adjustments).
Each of the Target Companies is established in the PRC with limited liability and is a direct wholly-owned subsidiary of Vendor A. Each of the Target Companies is principally engaged in the manufacture and sale of cement and cement products, sale of limestone and construction materials and provision of waste treatment services.
The Purchaser intends to set up a joint venture in Yutian County, Xinjiang as an investment entity to purchase Asset B, in which Purchaser A and Purchaser B will hold 90% and 10% of the entire equity interest in such investment entity, respectively. The Buyer and the Investment Entities referred to above are collectively referred to as the Buyer under the Asset Purchase Agreement B (Asset Buyer B). Pursuant to the Asset Purchase Agreement B, upon the establishment of the Investment Entity, the rights and obligations of the Purchaser under the Asset Purchase Agreement B will be inherited by the aforesaid Investment Entity.
The Purchaser intends to set up a joint venture in Moyu County, Xinjiang as an investment entity to purchase Asset C; among which, Purchaser A and Purchaser B will hold 90% and 10% of the entire equity interest in such investment entity, respectively. The Buyer and the Investment Entities referred to above are collectively referred to as the Buyer under the Asset Purchase Agreement C (Asset Buyer C). Pursuant to the Asset Purchase Agreement C, upon the establishment of the Investment Entity, the rights and obligations of the Purchaser under the Asset Purchase Agreement C shall be inherited by the aforesaid Investment Entity.
The Purchaser intends to set up a joint venture in Hetian County, Xinjiang as an investment entity to purchase Asset D; among which, Purchaser A and Purchaser B will hold 90% and 10% of the entire equity interest in such investment entity, respectively. The Buyer and the Investment Entities referred to above are collectively referred to as the Buyer under the Asset Purchase Agreement D (Asset Buyer D). Pursuant to the Asset Purchase Agreement D, upon the establishment of the Investment Entity, the rights and obligations of the Purchaser under the Asset Purchase Agreement D will be inherited by the aforesaid Investment Entity.
Upon Completion, the Company will cease to have any equity interest in the Target Companies and each of the Target Companies will cease to be a subsidiary of the Company.
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