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中国广核: 国浩律师(深圳)事务所关于中国广核电力股份有限公司向不特定对象发行A股可转换公司债券在深圳证券交易所上市之法律意见书
Zheng Quan Zhi Xing·2025-07-22 16:27

Core Viewpoint - China General Nuclear Power Corporation (CGN) is issuing A-share convertible bonds to unspecified investors, which will be listed on the Shenzhen Stock Exchange, with the total amount not exceeding RMB 4.9 billion [3][17]. Group 1: Legal Framework and Compliance - The issuance is in accordance with the Company Law, Securities Law, and relevant regulations, ensuring that all legal procedures have been followed [4][5]. - The company has obtained necessary approvals from its internal authority and the state-owned enterprise, China General Nuclear Group [12][14]. - The issuance has been reviewed and approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission [13][26]. Group 2: Financial and Operational Conditions - The average distributable profits for the last three years are sufficient to cover the interest on the convertible bonds, meeting the requirements of the Securities Law [15][19]. - The company reported net profits of RMB 1,036.48 million, RMB 1,061.29 million, and RMB 1,071.28 million for the years 2022, 2023, and 2024 respectively, indicating consistent profitability [20]. - The asset-liability ratios for the years 2022, 2023, and 2024 were 61.39%, 60.19%, and 59.49%, respectively, reflecting a stable financial structure [19]. Group 3: Use of Proceeds - The funds raised will be exclusively used for the construction of units 5 and 6 of the Guangdong Lufeng Nuclear Power Plant, aligning with the company's main business operations [17][18]. - The issuance will not be used to cover losses or for non-productive expenditures, complying with regulatory requirements [18][19]. Group 4: Convertible Bond Features - The convertible bonds will have a conversion period starting six months after issuance, allowing bondholders to convert their bonds into shares [21][23]. - The initial conversion price will be determined based on the average trading price of the company's A-shares prior to the issuance, ensuring it meets regulatory standards [22][23]. - The bondholders will have rights to adjust the conversion price under certain conditions, providing them with protection against market fluctuations [24][25].