Securities code: China Nuclear Engineering & Construction Corporation Limited(601611) securities abbreviation: China Nuclear Engineering & Construction Corporation Limited(601611) Announcement No.: 2022010 securities code: 113024 bonds abbreviation: nuclear construction convertible bonds
China Nuclear Engineering & Construction Corporation Limited(601611)
China Nuclear Finance 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 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 related party transactions with China Nuclear Finance Co., Ltd. (hereinafter referred to as “China Nuclear finance company”) from 2022 to 2024. The company plans to sign a financial service agreement with China Nuclear finance company on relevant transactions.
1. Opinion of the board of Auditors
The financial services agreement (20222024) signed by the company and CNNC finance meets 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 finance 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. Relevant decision-making procedures are legal. Such related party transactions 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 the proposal 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 agreement still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
2、 Introduction to related parties
(I) basic information of CNNC finance company
Company name: China Nuclear Finance Co., Ltd
Nature of enterprise: limited liability company (state-owned holding)
Registered address: floors 7-8, building 10, East District, yard 9, Linglong Road, Haidian District, Beijing
Person in charge: Liang Rong
Registered capital: 438582 million yuan
Business scope: handle financial and financing consulting, credit assurance and related consulting and agency business for member units of China Nuclear Industry Group Co., Ltd; Assist them to realize the receipt and payment of transaction funds; Provide guarantee to member units; Handle entrusted loans and entrusted investments of member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Equity investment in financial institutions; Portfolio investment. (the validity period shall be subject to the legal person license of the financial institution). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(II) relationship
China Nuclear Finance Corporation is the holding 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, China Nuclear Finance Corporation is the related party of the company. (III) financial situation of China Nuclear Finance Corporation
Main financial data of the latest fiscal year: as of December 31, 2020, cash and deposits with the central bank amounted to 4.655 billion yuan; RMB 19.283 billion deposited with other banks; CNNC Finance Corporation realized a net interest income of 1.453 billion yuan, a total profit of 1.667 billion yuan and a net profit after tax of 1.293 billion 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 shall not exceed 12 billion yuan per year in 2022, 2023 and 2024.
The estimated transaction amount of loans issued, and the annual average daily self operated loan balance in 2022, 2023 and 2024 shall not exceed 20 billion yuan.
In 2022, 2023 and 2024, the average annual daily deposit balance of the company and its member companies in CNNC finance company shall not exceed the average annual daily loan balance given by CNNC finance company to the company and its member companies.
(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 complies with the fair price of the market and the provisions of relevant laws and regulatory authorities.
(III) validity period of related party transaction agreement
It is valid for three years.
4、 Purpose of the connected transaction and its impact on the company
(I) purpose of related party transactions
China Nuclear Finance Corporation is a financing service platform within the territory of China Nuclear Industry Corporation. The company makes full use of the platform and resources of China Nuclear Finance Corporation to provide financing, issue bills and letters of guarantee for companies with weak credit rating, and standardize the related party transactions supported by funds between the company and its member companies. It is conducive to the normal business development and management of the company’s financial services, and is conducive to the normal business development of the company.
(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
