After two rounds of inquiries from the exchange, CGN announced the termination of mergers and acquisitions and restructuring
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After two rounds of inquiries from the exchange, CGN Nuclear Technology’s mergers and acquisitions, which lasted for more than a year, were recently terminated. On February 27, China Guangdong Nuclear Technology announced that the company’s board of directors has reviewed and approved the “Proposal on Terminating the Issuance of Shares and Paying Cash to Purchase Assets and Raising Supporting Funds and Related Transactions”, agreeing to terminate this issuance of shares and paying cash to purchase assets and Raise supporting funds and related transactions, and sign relevant termination agreements with all parties to the transaction.
CGN said that since the transaction was planned and first announced, the company has actively organized all parties involved in the transaction to promote the restructuring. Taking into account the recent changes in the market environment and other factors, the parties to the transaction believe that there is great uncertainty in continuing to promote this restructuring at this stage. Based on prudent considerations, the company plans to terminate this restructuring and sign a termination agreement for this transaction with all parties to the transaction.
Based on previous announcements, the basic information of this transaction disclosed by China General Nuclear Power Technology shows that the company plans to purchase CGN Beigu Technology Co., Ltd. (hereinafter referred to as “Nuclear Technology Company”) held by China General Nuclear Power Nuclear Technology Application Co., Ltd. “Beigu Technology”) purchased 49% of the equity of Beigu Technology held by Ji’an Yunketong Technology Partnership (Limited Partnership) by issuing shares and paying cash. The transaction consideration was paid in the form of 30% cash and 70% shares. At the same time, CGN plans to issue shares to nuclear technology companies to raise supporting funds. The total amount of funds raised shall not exceed RMB 300 million, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction (referred to as “this transaction” or ” this reorganization”).
Reviewing the reorganization process of CGN Nuclear Technology, on June 29, 2022, the company’s board of directors reviewed and approved the company’s issuance of shares to purchase assets and related transaction reports and other related proposals. On July 19 of the same year, the company received a restructuring inquiry letter from the Shenzhen Stock Exchange. The exchange requires the company to provide an explanation of the trading plan, underlying assets, and evaluation of this transaction.
On August 24, 2023, CGN held a board meeting to adjust the transaction plan. On September 5 of the same year, the company once again received an inquiry letter from the Shenzhen Stock Exchange. This inquiry letter once again requires the company to explain many details of the transaction plan, target, and evaluation. These include: Supplementary disclosure of the progress and expected completion time of China General Nuclear Power Group’s approval and concentration of undertakings review, and an explanation of whether there are any obstacles to the approval procedures that still need to be performed. Supplementary disclosure of the reasons and necessity of related-party transactions during the reporting period of Beigu Technology, the fairness of pricing, and the specific measures and effectiveness that the listed company plans to take to regulate and reduce related-party transactions and ensure fair prices of related-party transactions.
At the performance level, compared with the same period last year, CGN Nuclear Technology’s 2023 performance forecast showed a significant loss during the reporting period. During the period, the company’s net profit attributable to shareholders of listed companies ranged from a loss of 577.604 million yuan to 781.4642 million yuan; the net profit after deducting non-recurring gains and losses ranged from a loss of 772.2728 million yuan to 979.4236 million yuan; the basic earnings per share loss ranged from 0.6109 yuan/share to 0.6109 yuan/share. 0.8266 yuan/share. In the same period last year, the corresponding performance indicators were profit of 198.7512 million yuan, loss of 67.0365 million yuan, and profit of 0.2102 yuan per share.
CGN said that during the reporting period, the company expects its net profit to be negative due to various reasons. The average daily rent of ships in the company’s shipping business has dropped by 50%, and the impact of rising fishery costs and the transformation of its trading business is expected to reduce profits by 120 million yuan to 160 million yuan. During the reporting period, six companies were bankrupt and liquidated, which had a greater impact on the company’s performance and is expected to reduce profits by 95 million yuan to 130 million yuan. The company’s medical and health sector and nuclear environmental protection business are still in the cultivation stage and have not yet produced economic benefits. It is expected that profits will decrease by 80 million yuan to 120 million yuan. The company plans to make corresponding impairment provisions for assets that may experience asset impairment, and it is expected to reduce profits by 170 million yuan to 190 million yuan.
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