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中国广核: 关于收购惠州核电等四家公司股权暨关联交易的公告
Zheng Quan Zhi Xing·2025-08-27 15:10

Core Viewpoint - The company plans to acquire stakes in four nuclear power companies from its parent company, China General Nuclear Power Group (CGN), which constitutes a related party transaction [1][2][4]. Summary by Sections Related Party Transaction Overview - The company intends to acquire 82% of Huizhou Nuclear Power Co., Ltd., 100% of Huizhou Second Nuclear Power Co., Ltd., 100% of Huizhou Third Nuclear Power Co., Ltd., and 100% of Zhanjiang Nuclear Power Co., Ltd. from CGN [1][2]. Related Party Basic Information - CGN is a state-owned enterprise with a registered capital of 1,487,337 million RMB, primarily engaged in clean and renewable energy production [2][3][4]. Financial Status of CGN - As of December 31, 2024, CGN's total assets were 1,125,006 million RMB, with a net profit of 242,350 million RMB [4]. Basic Information of Transaction Targets - Huizhou Nuclear Power has total assets of approximately 42,162.63 million RMB and net assets of about 8,297.32 million RMB as of February 28, 2025 [5][20]. - Huizhou Second Nuclear Power has total assets of approximately 6,742.46 million RMB and net assets of about 1,226.77 million RMB [8][20]. - Huizhou Third Nuclear Power and Zhanjiang Nuclear Power have not yet commenced operations and have no recorded financial data [11][15]. Valuation and Pricing of the Transaction - The total transaction price is set at 937,543.25 million RMB, with specific prices for each company: 802,270.21 million RMB for Huizhou Nuclear Power and 135,273.04 million RMB for Huizhou Second Nuclear Power, while the other two companies are valued at zero [21][22]. Purpose and Impact of the Transaction - The acquisition aims to enhance the company's position in the nuclear power sector and is expected to contribute to future growth in nuclear energy output and overall performance [24][25]. Related Party Transaction Procedures - The transaction has been approved by the board and requires shareholder approval, with related directors abstaining from voting [2][26]. Independent Director Opinions - Independent directors have expressed that the transaction is necessary and reasonable, ensuring no harm to the interests of the company and its shareholders, particularly minority shareholders [26]. Regulatory Compliance - The transaction complies with relevant regulations and has undergone necessary reviews and approvals [26].