30 April 2026 – REPT BATTERO Energy Co., Ltd. entered four framework agreements with controlling shareholder Tsingshan Group (57.92% stake) that cover purchases, sales, property leases and service provision from now until 31 December 2028.
Purchase Framework Agreement • Scope: cathode, anode, separators, stainless steel, photovoltaic and other materials. • Caps: RMB 3.42 billion (2026), RMB 5.20 billion (2027) and RMB 8.50 billion (2028). • Pricing: not higher than Shanghai Metals Market quotations or prices offered by independent suppliers. • Listing Rules: at least one percentage ratio exceeds 5%; independent-shareholder approval required.
Sales Framework Agreement • Scope: battery products plus recycled copper and aluminium foils. • Caps: RMB 3.35 billion (2027) and RMB 4.74 billion (2028). • Pricing: not lower than prices offered to independent third-party customers. • Listing Rules: at least one percentage ratio exceeds 5%; independent-shareholder approval required.
Property Lease Framework Agreement • The Group, as landlord, will lease factories and supporting facilities to Tsingshan. • Caps: RMB 116.00 million (2026) and RMB 38.70 million for each of 2027 and 2028. • Listing Rules: percentage ratios >0.1% but <5%; reporting, annual review and announcement only.
Service Framework Agreement • Services: industrial electricity, water, steam, nitrogen, catering, accommodation, logistics, maintenance and other support, mainly for REPT BATTERO’s Indonesian base located inside Tsingshan’s industrial park. • Caps: RMB 301.00 million (2026), RMB 348.00 million (2027) and RMB 337.00 million (2028). • Listing Rules: percentage ratios >0.1% but <5%; reporting, annual review and announcement only.
Historical utilisation • Purchases from Tsingshan-related entities totalled RMB 0.00 for Q1 2026 after RMB 339.00 million in 2024 and RMB 2.00 million in 2023. • Sales to Tsingshan reached RMB 3.99 million in Q1 2026 versus RMB 766.20 million in 2024 and RMB 2.02 billion in 2023. • Lease income stood at RMB 57.20 million for Q1 2026 following RMB 5.42 million in 2025.
Governance and approval process Independent non-executive directors form an Independent Board Committee, with Gram Capital Limited appointed as independent financial adviser. Directors linked to Tsingshan abstained from voting. Purchase and Sales agreements, along with their annual caps, will be tabled for approval by independent shareholders at the forthcoming AGM; Tsingshan and its associates must abstain.
Internal controls include market benchmarking, multi-department price reviews, cap monitoring, audit-committee oversight and annual audits to ensure transactions remain on normal commercial terms and within approved limits.
The Company will dispatch a circular detailing the Purchase and Sales Framework Agreements to shareholders on or before 31 May 2026.