Sinoma Science & Technology Co., Ltd. entered into asset purchase agreement to acquire Taishan Fiberglass Inc. from China National Materials Company Ltd (SEHK:1893) for CNY 4.2 billion in stock on August 21, 2015. The consideration is subject to adjustments. Under the terms of the agreement, the consideration will be settled by issue of 240.8 million shares of Sinoma Science & Technology Co., Ltd. The issuance of the consideration shares by Sinoma Science & Technology will be completed within 30 business days upon the transfer and registration of the Taishan Fiberglass under the name of Sinoma Science & Technology. Post transaction Taishan Fiberglass Inc. will be wholly owned subsidiary of Sinoma Science & Technology Co., Ltd. and indirect subsidiary of China National Materials Company Ltd. The consideration shares are envisaged to list on Shenzhen Stock Exchange. CITIC Securities Company Limited acted as the financial advisor to Sinoma Science & Technology Co., Ltd. Beijing Kangda Law Firm acted as the legal advisor to Sinoma Science & Technology Co and ShineWing Certified Public Accountants acted as the accountant to Sinoma Science & Technology Co., Ltd.

Taishan Fiberglass Inc. reported total assets of CNY 9.1 billion and net profit after taxation and extraordinary items of CNY 91.87 million as of December 31, 2014. As of April 30, 2015, the total assets of Taishan Fiberglass Inc. were CNY 9850.34 million, revenue were CNY 1109.36 million; operating profit was CNY 92.61 million, total profit of CNY 97.51 million and net profit of CNY 119.89 million. The transaction is subject to approval of Board of Directors and shareholders of Sinoma Science & Technology Co., Ltd. and China National Materials Company Ltd., filing of the valuation report with and the approval of the proposed asset restructuring from the State-owned Assets Supervision and Administration Commission of the State Council of China, approval of China Securities Regulatory Commission. The Board of Sinoma Science & Technology approved the transaction on August 21, 2015. The transaction is expected to close within 30 business days upon the approval of China Securities Regulatory Commission and settlement of consideration.

The meeting of the shareholders of China National Materials Company and Sinoma Science & Technology Co. will be held on October 9, 2015. The Board of Directors of China National Materials Company recommends its shareholders to vote in favor of transaction. As on October 13, 2015, the consideration for the Taishan equity interest remains unchanged, the issue price per consideration share was resolved to decrease from CNY 15.99 per share to CNY 14.33 per share resulting in the number of consideration shares proposed to be issued increasing from approximately 240.804 million to 268.699 million shares. Zhao Guangqing and Feng Daoxiang of ZhongHe Appraisal Co., Ltd. acted as the valuers in the transaction. As of October 30, 2015, the shareholders of China National Materials Company Ltd (SEHK:1893) approved the transaction in the extraordinary general meeting. As on November 20, 2015, Sinoma Science & Technology and China National Materials Company entered into a relocation agreement to clarify the title of the extra profit or loss arising from the possible relocation of the plants located at No. 1 Taibo Revenue of CTG and some of its consolidated subsidiaries in the future. The State-Owned Asset Management department, CSRC and shareholders of Sinaoma approved the transaction. ShineWing (HK) CPA Limited acted as accountant for China National Materials Company Ltd. Computershare Hong Kong Investor Services Limited acted as registrar for China National Materials Company Ltd. Beijing Kang Da Law Firm acted as legal advisor, CITIC Securities Company Limited acted as financial advisor and ShineWing Certified Public Accountants Co., Ltd. acted as accountant for Sinoma. On December 8, 2015 the shareholders of Sinoma Science approved the transaction.

Sinoma Science & Technology Co., Ltd. completed the acquisition of Taishan Fiberglass Inc. from China National Materials Company Ltd (SEHK:1893) on March 22, 2016.