4. On April 2, 2022, the 31st meeting of the third board of supervisors of the company considered and adopted the proposal on signing the framework agreement on daily connected transactions (20222024) between the company and CNNC group.
Preliminary project planning and project consulting services for nuclear power projects and other nuclear projects;
Engineering design, survey, environmental assessment and engineering supervision;
Project bidding agency;
Product development and technology transfer related to the above business;
Import and export of goods and technology;
Conference services;
Software development;
Information system integration service;
The following items are limited to foreign branches: technical training and production of instruments and meters.
(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.)
Related relationship: China National Nuclear Power Co.Ltd(601985) Engineering Co., Ltd. is a holding subsidiary of China Nuclear Power Group, and China Nuclear Power Group is the controlling shareholder of the company.
(III) China Zhongyuan Foreign Engineering Co., Ltd
Nature of enterprise: limited liability company (sole proprietorship of legal person)
Registered address: B3 Huayuan Road, Haidian District, Beijing
Legal representative: Wang Yongfu
Registered capital: 480 million yuan
Business scope: dispatch of various types of labor personnel abroad (excluding Hong Kong, Macao and Taiwan) (valid until February 22, 2024); Contracting overseas and domestic projects; Import and export business; Development, production and sales of computer software and hardware, instruments and meters, Wujinjiaodian, chemical materials (excluding hazardous chemicals), office automation equipment, household appliances, electronic products and electronic components; Sales of building materials, decoration materials, construction machinery, daily necessities and arts and crafts; Equipment leasing; Engineering technical consultation; Rental and sale of self owned houses; Rent office and business rooms. (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.)
Related relationship: China Zhongyuan Foreign Engineering Co., Ltd. is a holding subsidiary of China Nuclear Power Group, and China Nuclear Power Group is the controlling shareholder of the company.
(IV) China Nuclear commercial factoring Co., Ltd
Nature of enterprise: limited liability company (sole proprietorship of legal person)
Registered address: room 1-187, building 1, courtyard 1, Dongguantou, Fengtai District, Beijing
Legal representative: Zhuang Dawei
Registered capital: 500 million yuan
Business scope: factoring financing; Sales ledger management; Collection business related to assigned accounts receivable; Non commercial bad debt guarantee; Customer credit investigation and evaluation; Business consulting and factoring related services; Other businesses approved and recognized by relevant state departments. (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.)
Related relationship: CNNC commercial factoring Co., Ltd. is a holding subsidiary of CNNC group, and CNNC group is the controlling shareholder of the company.
3、 Main contents and pricing policies of related party transactions
(I) pricing principle
Based on the principles of fairness, openness and impartiality, both parties to the transaction adopt the market-oriented pricing principle and determine the transaction price in the following order:
1. Government fixed price and government guided price
2. Comparable independent third party market price
3. Related party transaction price between related parties and independent third parties
4. Reasonable cost plus reasonable profit
(II) validity of the agreement
The validity period is 3 years.
4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
CNNC has a number of nuclear power technologies with independent intellectual property rights. Due to the professionalism and complexity of nuclear power projects, only a few companies such as CNNC have nuclear power contracting qualification and business experience in China. The company has always been a leading enterprise in the construction of nuclear power projects, representing the highest level of China National Nuclear Power Co.Ltd(601985) project construction.
The related party transactions between the company and related parties are necessary and inevitable for normal production and operation due to business characteristics and business development. The pricing basis is sufficient and fair, and there is no significant difference from the market transaction price or the price of an independent third party. It is of positive significance to the development of the company and is conducive to the interests of all shareholders of the company.
(II) impact of related party transactions on the company
This connected transaction follows the market principles of fairness, impartiality, equivalence and compensation. The transaction price or pricing method is fair and reasonable. There is no damage to the interests of the company and other shareholders and will not adversely affect the independence of the company.
It is hereby announced.
China Nuclear Engineering & Construction Corporation Limited(601611) board of directors April 7, 2022
