Capital increase of 269 million yuan! Tianshan successfully acquired 70% equity of overseas companies

On November 12, Tianshan Materials Co., Ltd. issued a progress announcement on foreign investment (overseas).

The announcement shows that Tianshan Stock Company held the fourth meeting of the ninth board of directors on April 25, 2025 to consider and adopt the Bill on Foreign Investment (Overseas). It is agreed that Sinoma Cement Co., Ltd., the holding subsidiary of the company, will set up a new Sinoma Cement (Central Asia) Investment Co., Ltd. in the United Arab Emirates through its wholly-owned subsidiary, Sinoma Cement (Hong Kong) Investment Co., Ltd., with Central Asia SPV Company as the main body. QazCementIndustries LLP (hereinafter referred to as "QC Company"), a local company in the Republic of Kazakhstan, invested 37.8504 million US dollars (equivalent to about 269 million RMB) and acquired 70% of the equity of QC Company. A 3500 t/d clinker cement production line will be built in Aktobe, Kazakhstan.

At present, this transaction has completed the registration of the establishment of Central Asia SPV Company, and has obtained the Notice of Overseas Investment Project Filing issued by the National Development and Reform Commission of the People's Republic of China, the Certificate of Enterprise Overseas Investment issued by the Ministry of Commerce of the People's Republic of China, and the Business Registration Certificate issued by the State Administration of Foreign Exchange of the People's Republic of China. It has passed the procedures of anti-monopoly examination and approval of underground rights transfer in Kazakhstan. The relevant equity delivery conditions agreed in

this transaction have been satisfied, and Sinoma Cement has transferred all its rights and obligations under the Investment Framework Agreement to Central Asia SPV Company. Central Asia SPV Company has acquired 70% equity in QC Company according to the agreed capital increase, and has completed the registration procedures for the change of shareholders.

It is reported that the foundation of the 3500 t/d cement clinker line has been laid, with a total investment of about 200 million US dollars (equivalent to about 1.384 billion RMB). The first phase of the project is expected to be put into operation in 2027 in Bayganin District, Aktobe, Kazakhstan. The project also retains the flexibility to further increase production capacity to 2 million tons per year in the second phase of the project to better meet future market demand.