, 2026, Anhui Conch Cement Co., Ltd. (Hereinafter referred to as "Conch Group") issued a "Letter of Commitment on Non-Competition" on the proposed acquisition of Anhui Wanwei Group Co., Ltd. (Hereinafter referred to as "Wanwei Group"), aiming at the potential competition problems that may arise after the acquisition. Protect the legitimate rights and interests of listed companies and all shareholders.
The letter of commitment was issued from a strategic acquisition plan of Conch Group. In order to support the development of new materials industry in Anhui Province and give full play to the industrial synergy effect, Conch Group signed the Capital Increase and Restructuring Agreement with Wanwei Group and other relevant entities on January 29, intending to acquire 60% of the equity of Wanwei Group by means of capital increase, and then indirectly control the core subsidiary of Wanwei Group, Anhui Wanwei High-tech Materials Co., Ltd. (Hereinafter referred to as "Wanwei High-tech"). It is worth noting that the Capital Increase and Restructuring Agreement still needs to complete the relevant conditions such as the declaration of concentration of operators before it can formally come into force and promote the follow-up registration of industrial and commercial changes. According to
the public information, the main business of Wanwei Hi-tech focuses on the research and development, production and sales of polyvinyl alcohol (PVA) and its derivatives, which is the key enterprise in the PVA industry. The cement-related assets and business are only its subsidiary business, with a small scale, which will not have a substantial impact on the existing business pattern of Conch Cement. However, it still constitutes potential horizontal competition with the main business of cement production and sales of Conch Cement. At the same time, according to the Restructuring Agreement signed by Conch Group before the listing of Conch Cement on the Hong Kong Stock Exchange, Conch Group, as the controlling shareholder, shall not directly or indirectly participate in the production and sales of cement products. The issuance of the letter of non-competition commitment is not only the strict performance of the original agreement, but also the implementation of the requirements of relevant laws and regulations to avoid competition in the same industry.
The announcement clarifies the core content of Conch Group's non-competition commitment, and constructs a triple safeguard system of "pre-disposal + overdue bottom-up + long-term restraint". Firstly, Conch Group will actively coordinate with Wanwei Gaoxin and its subsidiaries to start the disposal of cement-related assets and businesses before the completion of the capital increase acquisition, and grant Conch Cement the right of first refusal under the same conditions. All disposal procedures will strictly comply with the listing rules of the Hong Kong Stock Exchange and the Shanghai Stock Exchange and relevant laws and regulations, and the corresponding procedures will be carried out if the approval of the regulatory authorities is required. Secondly, if the relevant cement business disposal has not been started or completed when the capital increase acquisition is completed, Conch Group promises to complete the disposal of this part of assets and business within three years from the date of completion of the acquisition; During this period, Conch Cement will coordinate with Wanwei Gaoxin and its subsidiaries to sign an exclusive contractual operation agreement, and Conch Cement will be exclusively responsible for the operation and management of this part of the cement business. The validity period of the agreement (including renewal) will not exceed three years, and the agreement will be automatically terminated after the completion of the disposal. Thirdly, no matter whether the relevant cement business has been disposed of or not, after the disposal work has been completed or the exclusive contract agreement has been signed, except for Conch Cement and its subsidiaries, Conch Group and all other entities under it shall not directly or indirectly operate or engage in cement production and sales business, nor shall they enjoy any benefits in this business, so as to eliminate the possibility of competition in the same industry from the group level.
Regarding the impact of the commitment on the company, Conch Cement said in the announcement that the commitment is a targeted solution formulated by Conch Group for potential competition in the same industry, which will not have a significant adverse impact on the company's daily production and operation, and will not harm the interests of the company and all shareholders, especially small and medium shareholders. As of the date of the announcement, the company has not signed any legally binding formal agreements with Conch Group, Wanwei Group, Wanwei Hi-tech and other relevant parties on the capital increase acquisition and disposal of cement business as mentioned in the announcement.
Subsequently, Conch Cement will continue to pay attention to the progress of the capital increase acquisition, cement business disposal and other related matters, strictly comply with relevant laws, regulations and regulatory requirements, timely fulfill the obligation of information disclosure, and protect investors'right to know
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