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中核科技: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-15 16:25
Core Points - The articles outline the regulations and governance structure of CNNC SUFA Technology Industry Co., Ltd, emphasizing the protection of the rights and interests of the company, shareholders, employees, and creditors [1][2][3] - The company was established in accordance with the Company Law of the People's Republic of China and has a registered capital of RMB 383,417,593 [2][6] - The company operates as a permanent joint-stock company and has a diverse range of business activities, including the design, manufacture, and sale of industrial valves and related products [4][5] Company Structure and Governance - The company has established a board of directors and a legal representative who is responsible for executing company affairs [2][3] - The company has a Party Committee and a Discipline Inspection Committee to ensure adherence to the Party's guidelines and regulations [3][4] - The articles serve as a legally binding document that governs the relationships and rights among the company, shareholders, directors, and senior management [4][12] Business Objectives and Scope - The company's business objectives include adapting to the needs of the socialist market economy, operating with integrity, and relying on technological advancements to expand its product and service offerings [4][5] - The company is involved in various sectors, including the design and manufacturing of metal products, electric machinery, and radiation processing [5] Share Structure and Issuance - The company issues ordinary shares, with all shares having equal rights and obligations [6][7] - The total number of shares issued at the company's establishment was 75 million, with 45 million shares allocated to the founding company [7][8] - The company can increase its capital through various methods, including issuing shares to unspecified objects and distributing bonus shares [8][9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [11][12] - The articles outline the obligations of shareholders, including the responsibility to not abuse their rights to the detriment of the company or other shareholders [16][17] - The company has provisions for shareholders to propose and vote on resolutions during shareholder meetings [19][20] Meeting Procedures and Voting - The company holds annual and temporary shareholder meetings, with specific procedures for convening and conducting these meetings [20][21] - Voting at shareholder meetings can be conducted in person or through authorized representatives, with detailed requirements for proxy voting [26][27] - Resolutions can be passed by ordinary or special majority, depending on the nature of the decision being made [80][81]
中核科技终止筹划重大资产重组,系市场环境及标的公司有变
Zhong Guo Ji Jin Bao· 2025-07-07 15:58
Core Viewpoint - China Nuclear Technology announced the termination of the transaction to acquire 98.87% of Xi'an China Nuclear Instrument Co., Ltd. due to changes in market conditions and the actual situation of the target company [1][6][10] Group 1: Transaction Details - The planned transaction was expected to constitute a major asset restructuring and related party transaction, aligning with the industry's trend of enhancing competitiveness through mergers and acquisitions [1][6] - The transaction was part of China Nuclear Group's strategy to inject quality assets into its listed companies, with both China Nuclear Technology and Xi'an China Nuclear Instrument being controlled by China Nuclear Group [1][5] - The transaction involved multiple parties, including China Nuclear Power Engineering Co., Ltd. and various investment funds, all under the control of China Nuclear Group [3][5] Group 2: Financial Data - As of September 30, 2024, China Nuclear Technology reported total assets of 2.663 billion yuan and net assets of 1.491 billion yuan [2] - The company's revenue for 2022, 2023, and the first three quarters of 2024 were 1.149 billion yuan, 1.324 billion yuan, and 663 million yuan, respectively, with net profits of 177 million yuan, 164 million yuan, and 81.6 million yuan [1][2] - The total liabilities as of September 30, 2024, were 1.172 billion yuan, with total equity of 1.491 billion yuan [2] Group 3: Strategic Implications - The termination of the transaction is seen as a setback for China Nuclear Technology, which aimed to enhance its strength and core competitiveness in the nuclear equipment manufacturing sector [6][7] - Xi'an China Nuclear Instrument is recognized as a key supplier in the nuclear industry, specializing in radiation monitoring systems and other safety systems, indicating its strong market position [6] - The company had anticipated that the transaction would improve its profitability and investment value, aligning with industry development trends [7]
重大资产重组,突然终止!
中国基金报· 2025-07-07 15:19
Core Viewpoint - China Nuclear Technology has decided to terminate the major asset restructuring plan due to changes in market conditions and the actual situation of the target company, Xi'an China Nuclear Instrument Co., Ltd. [2][7] Group 1: Company Overview - China Nuclear Technology announced the termination of the transaction to acquire 98.87% of Xi'an China Nuclear Instrument Co., Ltd. and raise matching funds, which was expected to constitute a major asset restructuring and related party transaction [5][7]. - The transaction was part of a strategy by China National Nuclear Corporation (CNNC) to inject quality assets into its listed companies, enhancing competitiveness through mergers and acquisitions [5][6]. Group 2: Financial Data - As of September 30, 2024, China Nuclear Technology reported total assets of 2.663 billion yuan and net assets of 1.491 billion yuan [7]. - The operating revenues for 2022, 2023, and the first three quarters of 2024 were 1.149 billion yuan, 1.324 billion yuan, and 663 million yuan, respectively, with net profits of 177 million yuan, 164 million yuan, and 81.6 million yuan [7][16]. Group 3: Market Environment - The decision to terminate the transaction was influenced by changes in the market environment and the actual conditions of Xi'an China Nuclear Instrument Co., Ltd. since the initial planning of the transaction [7][14]. - The restructuring was seen as a way to strengthen the competitive position of companies in the nuclear industry, which is experiencing a trend towards consolidation among leading firms [18]. Group 4: Strategic Implications - The termination of the transaction means that the expected benefits, such as enhancing core competitiveness in the nuclear equipment manufacturing sector, will not be realized [15][16]. - The planned fundraising was intended to cover transaction-related taxes and fees, support project construction, and improve liquidity for both China Nuclear Technology and Xi'an China Nuclear Instrument Co., Ltd. [13][14]. Group 5: Stock Performance - As of July 7, the stock price of China Nuclear Technology was 21.72 yuan per share, with a total market capitalization of 8.328 billion yuan [19].