Core Viewpoint - China General Nuclear Power Corporation (CGN) is acquiring equity stakes in four companies, including Huizhou Nuclear Power, as part of a related party transaction, which requires approval from the company's shareholders' meeting [1][2][23] Related Party Transaction Overview - The transaction involves CGN transferring 82% of Huizhou Nuclear Power, 100% of Huizhou Second Nuclear Power, 100% of Huizhou Third Nuclear Power, and 100% of Zhanjiang Nuclear Power to the company [1][2] - The transaction has been approved by CGN's internal decision-making body and does not constitute a major asset restructuring as defined by relevant regulations [2][3] Basic Information of Related Parties - CGN is the controlling shareholder of the company, with a registered capital of 1,487,337 million RMB and a primary business focus on clean and renewable energy [2][4] - The major shareholders include the State-owned Assets Supervision and Administration Commission (holding 81%) and other entities [4] Transaction Targets Overview - The transaction targets include: - Huizhou Nuclear Power: 82% stake, with total assets of approximately 42.16 billion RMB and net assets of about 8.30 billion RMB [5][6][17] - Huizhou Second Nuclear Power: 100% stake, with total assets of approximately 6.74 billion RMB [10][11][17] - Huizhou Third Nuclear Power: 100% stake, with no financial data available as it has not commenced operations [13][14] - Zhanjiang Nuclear Power: 100% stake, also with no financial data available [14][15] Valuation and Pricing - The total transaction price is set at 937,543.25 million RMB, based on asset valuation reports, with specific prices for each stake: 802,270.21 million RMB for Huizhou Nuclear Power and 135,273.04 million RMB for Huizhou Second Nuclear Power [17][18] - The valuation reflects an increase in net asset value for Huizhou Nuclear Power, with an increase rate of 17.91% [17] Transaction Agreement Highlights - The agreement stipulates that the company will pay the transaction price in cash within five working days after the agreement takes effect [19][20] - The transaction will not involve personnel placement or land leasing and will maintain operational independence post-transaction [20][21] Purpose and Impact of the Transaction - The acquisition aims to enhance the company's position in the nuclear power sector and contribute to future growth in nuclear energy generation [21] - The transaction is expected to have a neutral impact on the company's financial status and operational results, integrating the acquired companies into the company's consolidated financial statements [21][22] Review Procedures - The transaction has undergone necessary review procedures, including approval from independent directors and the board of directors, and is pending approval from the shareholders' meeting [22][23]
中国广核: 华泰联合证券有限责任公司关于中国广核电力股份有限公司收购惠州核电等四家公司股权暨关联交易的核查意见