Securities code: 000881 securities abbreviation: Cgn Nuclear Technology Development Co.Ltd(000881) Announcement No.: 2022-001 Cgn Nuclear Technology Development Co.Ltd(000881)
Announcement on resolutions of the 23rd Meeting of the 9th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
1. The notice of the 23rd Meeting of the ninth board of directors (hereinafter referred to as “the meeting”) of Cgn Nuclear Technology Development Co.Ltd(000881) (hereinafter referred to as “the company” or ” Cgn Nuclear Technology Development Co.Ltd(000881) “) was sent by e-mail on December 28, 2021.
2. The meeting was held at 9:30 a.m. on December 30, 2021 in conference room 881, 19 / F, North building, CGN building, No. 2002, Shennan Avenue, Futian District, Shenzhen.
3. Nine directors should attend the meeting and nine actually attended the meeting, including Lin Jian, Hu Dongming, Cheng Chao and Ren Liyong, and other directors attended the meeting by means of communication.
4. The meeting was presided over by Chairman Mr. Lin Jian. Three supervisors, Secretary of the board of directors and some senior executives of the company attended the meeting as nonvoting delegates.
5. The convening and convening of this meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present at the meeting, the following resolutions were adopted at the meeting:
1. The proposal on change of general contract for construction of sanjianbao Hanjia Village real estate development project of Wuzhou Chengda Company was reviewed and approved
Dalian Wuzhou Chengda Construction Development Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as “Wuzhou Chengda”) is the construction unit of the real estate development project of some plots in Hanjia village, sanjianbao street, Lushun. After public bidding, China Dalian International Economic and Technical Cooperation Group Co., Ltd. (hereinafter referred to as “Guohe group”, which is more than 5% of the company’s shareholders) is the bid winning construction unit, At the 20th meeting of the 8th board of directors held on October 12, 2018, the company considered and adopted the proposal on related party transactions of subsidiaries, and the construction contract amount was RMB 96780777.62, The contract price is in the form of fixed unit price contract (refers to the construction contract of construction project agreed by the parties to the contract to calculate, adjust and confirm the contract price based on the bill of quantities and its comprehensive unit price
The contract unit price will not be adjusted within the agreed scope). For details, see the announcement on connected transactions (Announcement No.: 2018-064) disclosed by the company on cninfo.com on October 13, 2018.
In the project construction stage, the project cost has increased due to the differences between the simulated bill of quantities used in the bidding list and the quantities and sub items of the actual project construction drawings, the transformation of project mode (from shed to public sales), the adjustment of construction measures, the suspension caused by covid-19 epidemic, other design changes and project construction. In order to ensure the accuracy of the project cost, the company hired Shenzhen Guojian Engineering Cost Consulting Co., Ltd. with class a qualification of project cost to review the project settlement cost of the EPC Construction Contract of the real estate development project in Hanjia village, sanjianbao street, Lushun, and issued the settlement review report, After review, the settlement cost of the EPC Construction contract project is 125065251.68 yuan.
After deliberation, the board of directors agreed to change the EPC contract price of Wuzhou Chengda sanjianbao Hanjia Village real estate development project from 96.78 million yuan to 125.06 million yuan and the change amount to 28.28 million yuan according to the audit results of Shenzhen Guojian Engineering Cost Consulting Co., Ltd.
Up to now, the sales amount of the project has reached 225.58 million yuan, and the remaining sales amount is expected to be 29.63 million yuan. The project liquidation is expected to be realized in the second quarter of 2022, and the final expected profit of the project is about 14.99 million yuan (the specific amount shall be subject to the results after the sales are completed and confirmed by the audit of the accounting firm). This transaction constitutes a connected transaction, but the amount of contract change accounts for about 0.47% of the audited net assets attributable to the shareholders of the listed company in the latest year, which will not have a significant impact on the company.
Voting: 7 in favor, 0 against, 0 abstention and 2 withdrawal
Guohe group is more than 5% of the company’s shareholders. Wu tomorrow and Yan Zhigang, directors of Guohe group or its subsidiaries, hold positions or indirectly hold shares. They are affiliated directors and have avoided voting.
Voting result: adopted
2. The proposal on the disposal of real estate, some equipment and other related assets in the original Shaxi plant area of CGN Delta (Jiangsu) Plastics Co., Ltd. was reviewed and approved
The business address and production base of the company’s wholly-owned subsidiary CGN Delta (Jiangsu) plasticization Co., Ltd. (hereinafter referred to as “Jiangsu Delta”) have been relocated to the company’s East China regional production base “Taicang Industrial Park” in 2020. At present, the original Shaxi plant area in Jiangsu Delta has been idle as a whole. The plot of the plant area as a whole includes 85 assets such as land, houses, house supporting and auxiliary equipment. The original book value of the assets is 28.0701 million yuan. As of September 30, 2021, the net book value is 8.8422 million yuan.
Recently, the company received the notice on recovering the land use right from the people’s Government of Shaxi Town, Taicang City. Due to the planning and land use needs of the urban renewal project of Shaxi Town, Taicang City, the company plans to recover the land use right of the land located at No. 90, Xinbei East Road, Shaxi Town, Jiangsu Delta. Specifically, Taicang Yinxi urban renewal and Development Co., Ltd. (hereinafter referred to as “Yinxi company”) is responsible for signing the recovery compensation agreement with Jiangsu Delta and implementing the recovery.
The company hired Beijing Zhonghua Enterprise Assets Appraisal Co., Ltd. to appraise the real estate, some equipment and other related assets of the original Shaxi plant area. According to the appraisal report, on the benchmark date of September 30, 2021, the book value of the assets entrusted for appraisal is RMB 8.8422 million, the appraisal value is RMB 34.1625 million (excluding value-added tax), and the added value is RMB 25.3203 million, The value-added rate was 286.36%.
After deliberation, the board of directors agreed to dispose of the assets of the original Shaxi plant in Jiangsu Delta, and the transaction price shall not be lower than the final appraisal filing result; It is agreed to authorize the general manager of Cgn Nuclear Technology Development Co.Ltd(000881) to sign the recovery compensation agreement with Yinxi company with the asset recovery price not lower than the final evaluation filing result. The company will timely perform the obligation of information disclosure after signing the recovery compensation agreement.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
3. Deliberated and passed the proposal on increasing the registered capital of subsidiaries
CGN Delta (Taicang) Testing Technology Co., Ltd. (hereinafter referred to as “testing company”) and CGN high tech nuclear materials group (Jiangsu) import and Export Co., Ltd. (hereinafter referred to as “Jiangsu Import and export company”) are wholly-owned subsidiaries of the company, and CGN high tech Nuclear Materials Group Co., Ltd. (hereinafter referred to as “high tech nuclear materials”).
With a registered capital of 5 million yuan, the testing company is a subsidiary of high-tech nuclear materials established according to the needs of market competition and testing capacity reserve. It is an inspection and testing organization integrating inspection and testing technology development, technical consulting and technical services. In order to ensure the subsequent investment of national laboratories, testing equipment, talent construction and other resources of the testing company, the board of directors agrees to increase the registered capital of the testing company by RMB 3 million with its own funds according to the business needs.
With a registered capital of 5 million yuan, Jiangsu Import and Export Corporation is mainly engaged in the import and export business of various commodities and technologies. As the only import and export trading company in the sector, Jiangsu Import and Export Corporation is committed to playing the role of “window” of international business platform and adhering to high-quality development goals and new development concepts. In order to further enhance its own credit, expand its business field, improve its business scale and ensure the follow-up development of Jiangsu Import and Export Corporation, the board of directors agrees to increase the registered capital of Jiangsu Import and export corporation with its own funds according to the needs of business development
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
4. Consideration and adoption of the Convention on
<多室质子治疗系统技术许可协议>
Proposal for change
On August 26, 2020, the company disclosed the announcement on obtaining the proton tumor radiotherapy technology license and signing relevant agreements on cninfo.com. The company signed the multi chamber proton therapy system technology license agreement (hereinafter referred to as the “License Agreement”) with IBA. The transaction price is in addition to the license fee, It also includes a multi chamber proton radiotherapy system (a cyclotron and three beam equipment).
However, the configuration of proton radiotherapy system in subsequent bid winning projects is expected to be different from the equipment configuration agreed in the license agreement (i.e. one cyclotron and three beam equipment), so it can not be directly applied. Based on this, the company and IBA jointly negotiated to undertake the equipment agreed in the above license agreement relying on the subsequent bid winning projects, and will involve the adjustment of some terms in the license agreement.
After deliberation, the board of directors agreed to transfer the equipment agreed in the license agreement to subsequent market sales projects; It is agreed that the performance guarantee agreed in Appendix g of the license agreement shall be changed according to the following scheme: (1) the amount of performance guarantee shall be reduced from 15 million euros to 10 million euros on December 31, 2021; (2) In 2022, the amount of performance guarantee will be reduced from 10 million euros to 5 million euros under the conditions of technology introduction, consumption and absorption and project and personnel transfer; (3) The performance guarantee amount of 5 million euros will remain valid until August 25, 2024 or until IBA completes the delivery of project equipment; Agree that the letter of credit agreed in Appendix E of the license agreement shall be used to pay for subsequent marketing projects; Agree to make corresponding amendments to the equipment, performance guarantee and letter of credit agreed in the supplementary agreement (i.e. the supplementary agreement on technology license considered and adopted at the 23rd Meeting of the ninth board of directors) to maintain consistency with the amendment of the license agreement; Authorize Cgn Nuclear Technology Development Co.Ltd(000881) general manager to approve relevant documents. Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
5. The proposal on listing and transferring six companies including Dalian international personnel training school was reviewed and passed. In order to further focus on the main business of non power nuclear technology application and firmly promote the “a +” development strategy, the company plans to transfer the overall property rights of four holding subsidiaries, Dalian international personnel training school, which are basically in a state of loss Dalian Huibang Property Management Co., Ltd. (including the equity and creditor’s rights of Shenyang Guohe Property Management Co., Ltd. and Yingkou Guohe Property Management Co., Ltd.), 100% equity and creditor’s rights, 80% equity of Dalian limousine Leasing Co., Ltd. and the first listing price of the overall property right of Dalian Guohe overseas personnel training school shall not be less than 342500 yuan, The initial listing price of 100% equity and creditor’s rights of Dalian Huibang Property Management Co., Ltd. shall not be less than 178000100 yuan (including 000100 yuan equity and 1780000 yuan creditor’s rights), the initial listing price of 80% equity of Dalian limousine Leasing Co., Ltd. shall not be less than 3224800 yuan, and the initial listing price of 51% equity of Dalian International Maritime Technology Service Co., Ltd. shall not be less than 6207700 yuan. If the intended transferee is not collected at the expiration of the first listing period, each transfer object shall be listed and disclosed again at a price not less than 90% of the first listing price.
Based on the assessed value and deducting transaction costs, the estimated disposal income is about 5.59 million yuan, accounting for 2.06% of the audited net profit attributable to the shareholders of the listed company in the latest year, which will not have a significant impact on the company.
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
Voting result: adopted
3、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 9th board of directors;
2. Other documents required by SZSE.
It is hereby announced.
Cgn Nuclear Technology Development Co.Ltd(000881) board of directors January 4, 2022
