CNBM Commits RMB0.82 Billion to Sinoma Science & Technology Placement; Group Stake Eases to 57.26%

Bulletin Express10-08

China National Building Material Co., Ltd. (CNBM, 03323) disclosed a connected and discloseable transaction stemming from the private placement of 87.18 million A-shares by its 60.24%-owned subsidiary, Sinoma Science & Technology (002080.SZ).

Key transaction terms • Size and pricing: Sinoma Science & Technology will issue 87.18 million new A-shares—equivalent to 4.94% of its enlarged share capital—at RMB51.40 per share, raising a total of RMB4.48 billion. • CNBM-related subscription: CNBM United Investment, a wholly owned unit of CNBM’s parent, will acquire 15.96 million shares (0.90% post-issue) for RMB820.15 million. This constitutes a connected transaction under Hong Kong Listing Rule 14A.76; disclosure is required but no shareholder vote or circular is needed as all percentage ratios are below 5%. • Independent investors: Fourteen third-party subscribers will take 71.23 million shares (4.03% post-issue). • Lock-ups: CNBM United Investment faces an 18-month lock-up; independent subscribers are subject to a six-month lock-up. • Completion: Share registration with China Securities Depository and Clearing Corporation (CSDC) will mark completion.

Shareholding impact Post-placement, CNBM’s direct holding in Sinoma Science & Technology falls from 60.24% to 57.26%, triggering a deemed disposal under Listing Rule 14.29. As the highest applicable ratio is between 5% and 25%, the event is classified as a discloseable transaction requiring announcement only. Sinoma Science & Technology remains a consolidated subsidiary; CNBM does not expect any gain or loss from the dilution.

Use of proceeds Sinoma Science & Technology intends to apply the RMB4.48 billion in gross proceeds to fund project investments and supplement working capital.

Financial snapshot of Sinoma Science & Technology • Net assets as of 31 Dec 2025: RMB28.34 billion. • FY 2025 net profit: RMB2.35 billion before tax, RMB2.09 billion after tax (up from RMB1.22 billion and RMB1.12 billion in FY 2024, respectively).

Governance considerations Four directors affiliated with CNBM’s state-owned parent abstained from voting on the board resolution due to deemed material interests. No other directors reported conflicts.

Investors are advised to exercise caution when dealing in CNBM securities.

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