Securities code: China Nuclear Engineering & Construction Corporation Limited(601611) securities abbreviation: China Nuclear Engineering & Construction Corporation Limited(601611) Announcement No.: 2022011 securities code: 113024 bonds abbreviation: nuclear construction convertible bonds
China Nuclear Engineering & Construction Corporation Limited(601611)
China Nuclear Power Asset Management Co., Ltd
Announcement on signing the financial services agreement (20222024)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
This transaction has been deliberated and approved at the 39th meeting of the third board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
This connected transaction will not form a significant dependence of the listed company on related parties, nor will it have an adverse impact on the independence of the company.
1、 Overview of related party transactions
(I) review procedures for the performance of related party transactions
China Nuclear Engineering & Construction Corporation Limited(601611) (hereinafter referred to as "the company") is expected to have a series of Nissan related transactions with China Nuclear Power Asset Management Co., Ltd. (hereinafter referred to as "China nuclear power asset") from 2022 to 2024. The company plans to sign a financial service agreement with China nuclear power asset on relevant transactions.
1. Opinions of the audit and risk committee
The signing of the financial services agreement (20222024) between the company and CNNC assets complies with relevant regulatory regulations and business needs, and agrees to submit the proposal to the board of directors for deliberation.
2. On April 2, 2022, the 39th meeting of the third board of directors of the company deliberated and adopted the proposal on signing financial service agreement (20222024) with China Nuclear Finance Corporation and China Nuclear Finance Corporation, and the related directors avoided voting.
3. Opinions of independent directors
The signing of the financial services agreement (20222024) between the company and CNNC Treasury is necessary for the company's normal business. The transaction follows the market-oriented principle, is fair and reasonable, and the pricing is fair. There is no damage to the interests of the company and shareholders. The relevant decision-making procedures are legal. This related party transaction will not affect the independence of the company, and the company will not form a significant dependence on related parties. It is agreed to submit it to the general meeting of shareholders for deliberation.
4. On April 2, 2022, the 31st meeting of the third board of supervisors of the company deliberated and adopted the proposal on signing financial service agreement (20222024) with China Nuclear Finance Corporation and China Nuclear Finance Corporation. 5. This proposal needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting.
2、 Introduction to related parties
(I) basic information of CNNC assets
Company name: China Nuclear Power Asset Management Co., Ltd
Nature of enterprise: limited company
Registered address: 31st floor, tower 2, Times Square, 1 Matheson street, Causeway Bay, Hong Kong, China
Person in charge: Hu Meng
Registered capital: 21.15 million yuan
Business scope: financial management and financial services such as fund management and settlement, financing management, risk management and consulting services
(II) relationship
CNNC is a wholly-owned subsidiary of China Nuclear Industry Group Co., Ltd., the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, CNNC is a related party of the company.
(III) financial situation of CNNC assets
Main financial data of the latest fiscal year: as of December 31, 2020 / 2020, the total assets of CNNC Treasury were 211733 million yuan; The net assets are 211733 million yuan; The operating income is 26200 yuan; The net profit was 23300 yuan.
3、 Main contents and pricing policies of related party transactions
(I) main contents of this connected transaction
The estimated transaction volume of capital deposit, the annual average daily balance in 2022, 2023 and 2024 shall not exceed 1 billion yuan.
The estimated transaction amount of loans issued, and the annual average daily self operated loan balance in 2022, 2023 and 2024 shall not exceed RMB 2 billion.
The estimated transaction volume of other businesses in 2022, 2023 and 2024 is not more than 1 billion yuan.
(II) pricing principle
The pricing principles and basis of both parties to the transaction are: Based on the principles of fairness, impartiality and openness, the transaction price conforms to the fair price of the market and complies with the laws and regulations of the mainland and Hong Kong Special Administrative Region
(III) validity period of related party transaction agreement
It is valid for three years.
4、 The purpose of the related transaction and its impact on the company
(I) purpose of related party transactions
The company's overseas engineering construction projects involve foreign currency settlement, consulting services, loans, overseas deposits and other businesses. CNNC finance is the overseas investment and financing platform of China Nuclear Industry Corporation. The company can make full use of the overseas financial services provided by this platform, broaden financing channels, seek overseas low-cost funds, and strengthen the company's overseas capital control. The financial services between the company and CNNC financial assets belong to the normal business transactions of the company's business activities, which is conducive to the company's risk control and business development.
(II) impact of related party transactions on the company
The above connected transactions follow the market principles of fairness, impartiality, equivalence and compensation. The transaction price or pricing method is fair and reasonable, which is conducive to the sustainable and stable development of the company's business and does not damage the interests of the company and other shareholders.
It is hereby announced.
China Nuclear Engineering & Construction Corporation Limited(601611) board of directors April 7, 2022
