1102 YALI: Subsidiary Announces Share Exchange for Organizational Restructuring of Mainland China Investment

Release Date: June 24, 2026
Disclosure Date: June 24, 2026
Time: 15:59:19
Stock Code: 1102
Company Name: Yali Cement

Subject: Announcement by Important Subsidiaries Ya Tung Industrial Investment Pte. Ltd. and Ya Tung Investment Co., Ltd. Regarding Share Exchange for Organizational Restructuring of Mainland China Investment

Compliance Clause: Item 20
Factual Date: June 24, 2026

Details:
1. Factual Date: From June 24, 2026 to June 24, 2026
2. Method of New (or Reduced) Investment:
Ya Tung Investment Co., Ltd., 100% directly owned by Ya Tung Industrial Investment Pte. Ltd., will issue new shares to acquire 85% equity in Jiangxi Ya Tung Cement Co., Ltd. held by Ya Tung Industrial Investment Pte. Ltd. This share exchange will increase the company’s indirect investment amount in mainland China.
3. Board Approval Date: June 24, 2026
4. Other Approval Dates: Not applicable
5. Transaction Units, Unit Price, and Total Transaction Amount:
Total Transaction Amount: RMB 5,437,557,443.53
6. Name of Investee Company in Mainland China:
Jiangxi Ya Tung Cement Co., Ltd.
7. Paid-in Capital of the Above-mentioned Mainland Investee Company:
USD 356,104,000
8. Proposed Additional Capital for the Above-mentioned Mainland Investee Company:
Not applicable
9. Main Business of the Above-mentioned Mainland Investee Company:
Production and sale of clinker and cement
10. Auditor's Opinion Type for the Most Recent Financial Statements of the Above-mentioned Mainland Investee Company:
Unqualified opinion
11. Total Equity in the Most Recent Financial Statements of the Above-mentioned Mainland Investee Company:
RMB 6,460,726,000
12. Net Income/Loss in the Most Recent Financial Statements of the Above-mentioned Mainland Investee Company:
RMB 123,516,000
13. Cumulative Actual Investment in the Above-mentioned Mainland Investee Company to Date:
USD 277,505,000
14. Counterparty and Relationship with the Company:
(1) Ya Tung Industrial Investment Pte. Ltd. directly holds 100% of Ya Tung Investment Co., Ltd. and 85% of Jiangxi Ya Tung Cement Co., Ltd.
(2) Ya Tung Investment Co., Ltd. is a 100% directly owned subsidiary of Ya Tung Industrial Investment Pte. Ltd. and directly holds 10% of Jiangxi Ya Tung Cement Co., Ltd.
(3) Both Ya Tung Industrial Investment Pte. Ltd. and Ya Tung Investment Co., Ltd. are significant subsidiaries indirectly held by the company.
15. If the Counterparty is a Related Party, Additional Disclosures:
(1) Reason for Selecting Related Party: Internal group organizational restructuring
(2) Previous Transferor: Asia Investment Pte. Ltd.
(3) Relationship between Previous Transferor and the Company: Asia Investment Pte. Ltd. is a significant subsidiary indirectly held by the company
(4) Relationship between Previous Transferor and Counterparty: Asia Investment Pte. Ltd. directly holds 100% of Ya Tung Industrial Investment Pte. Ltd.
(5) Previous Transfer Date: April 29, 2025
(6) Previous Transaction Amount: RMB 5,386,628,948.48
16. If the Owner of the Asset within the Last Five Years Was a Related Party of the Company:
(1) Date Ya Tung Industrial Investment Pte. Ltd. acquired 85% equity in Jiangxi Ya Tung Cement Co., Ltd.: April 29, 2025
(2) Acquisition Price: RMB 5,386,628,948.48
(3) Relationship between Owner and Company at Time of Transaction: Significant subsidiary indirectly held by the company
17. Gain (or Loss) on Disposal: Not applicable
18. Delivery or Payment Terms (including payment schedule and amounts), Contractual Restrictions, and Other Important Agreements:
Delivery or Payment Terms: Executed via share exchange
Contractual Restrictions and Other Important Agreements: None
19. Decision-Making Method for the Transaction, Basis for Price Determination, and Decision-Making Unit:
Decision Method: Resolved by the boards of directors of Ya Tung Industrial Investment Pte. Ltd. and Ya Tung Investment Co., Ltd.
Basis for Price Determination: Book net asset value from Jiangxi Ya Tung Cement Co., Ltd.'s financial statements as of April 30, 2026
Decision-Making Unit: Boards of Directors of Ya Tung Industrial Investment Pte. Ltd. and Ya Tung Investment Co., Ltd.
20. Broker: None
21. Specific Purpose of Acquisition or Disposal:
Internal group organizational restructuring
22. Dissenting Directors' Opinions on the Transaction: None
23. Is the Transaction with a Related Party? Yes
24. Date of Supervisor Approval or Audit Committee Consent: June 24, 2026
25. Cumulative Approved Investment in Mainland China by the Investment Commission (including this transaction): USD 4,158,892,000
26. Ratio of Cumulative Approved Investment to Latest Financial Statement's Paid-in Capital: 370.85%
27. Ratio of Cumulative Approved Investment to Total Assets: 52.4%
28. Ratio of Cumulative Approved Investment to Equity Attributable to Owners of Parent: 72.96%
29. Cumulative Actual Investment in Mainland China to Date: USD 2,184,042,000
30. Ratio of Cumulative Actual Investment to Paid-in Capital: 194.75%
31. Ratio of Cumulative Actual Investment to Total Assets: 27.52%
32. Ratio of Cumulative Actual Investment to Equity Attributable to Owners of Parent: 38.31%
33. Mainland China Investment Gains/Losses Recognized in the Last Three Years:
2023: RMB 263,978,000
2024: RMB -9,060,000
2025: RMB 181,776,000
34. Profit Repatriation Amounts in the Last Three Years:
2023: RMB 169,793,000
2024: RMB 43,510,000
2025: RMB 0
35. Did the Accountant Issue a Non-Reasonable Opinion? No
36. Accounting Firm Name: Zhike United Certified Public Accountants
37. Accountant Name: Shi Bing-Quan
38. Accountant License Number: Taipei CPA Certificate No. 3325
39. Previous Material Information Disclosure on the Same Event: Not applicable
40. Other Remarks: This transaction is subject to approval by the Investment Commission before implementation.