About the controlling shareholders of Zhonghuo nuc

2022-09-20
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The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions

the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, without false records, misleading statements or major omissions

I. important tips:

1. The trading of the company's shares has been suspended since March 1, 2013 because China National Nuclear Corporation (hereinafter referred to as CNNC) plans major events related to the company. Recently, I received a notice from CNNC group that 2 common faults 3: on March 28, 2013, when loading, CNNC Group officially signed the equity replacement agreement with the transferee parties. The agreement will take effect after being formally approved by the state owned assets supervision and Administration Commission of the State Council

2. The trading of the company's shares has resumed since the opening of the market on April 1, 2013

II. Equity transfer

1. Transferee

transferee: Chen chaodian, male, ID number:, address: Room 501, building 5, Xiushui Park, Xiufu Road, Waipu, Fengxiang street, Chenghai District, Shantou City, Guangdong Province, mailing address: Yutian science and Technology Park, Laimei Road, Chenghai District, Shantou City, Guangdong Province

transferee: Wang Muhong, female, ID number:, address: Room 501, building 5, Xiushui Park, Xiufu Road, Waipu, Fengxiang street, Chenghai District, Shantou City, Guangdong Province, mailing address: Yutian science and Technology Park, Laimei Road, Chenghai District, Shantou City, Guangdong Province

the above transferee, Chen chaodian, is the actual controller of Guangdong Dongfang zirconium industry (12.57,0.05,0.40%) Technology Co., Ltd. (hereinafter referred to as Dongfang zirconium industry, stock code: 002167), holding 99294000 shares of Dongfang zirconium industry; Wang Muhong, the wife of the transferee Chen chaodian, holds 113212 shares of Orient zirconium 28, which has always been the focus of port quarantine prevention and control

2. Main contents of the agreement

2.1 transfer method

CNNC group replaces part of the shares of Oriental zirconium industry held by Mr. Chen chaodian and his wife, Ms. Wang Muhong, with part of the shares of the company held by him, that is, CNNC group transfers part of the shares of the company to Mr. Chen chaodian and Ms. Wang Muhong respectively, and simultaneously transfers part of the shares of Oriental zirconium industry held by Mr. Chen chaodian and Ms. Wang Muhong

2.2 transfer object and payment method

CNNC group replaces the 54294000 shares of Oriental zirconium industry held by Mr. Chen chaodian with its 29861700 shares of the company, and both parties do not pay any additional consideration to each other; CNNC group replaced 10513212 shares of Dongfang zirconium industry held by Ms. Wang Muhong with 5782267 shares of the company held by it, and both parties will not pay any additional consideration to each other

2.3 share delivery

(1) the parties to the agreement shall complete the documents, materials and other necessary matters required for the transfer registration of the shares to be transferred within 10 working days from the effective date of this agreement, and jointly cooperate to submit the application for share transfer to the share transfer registration authority

(2) the parties to the agreement agree that the transferred shares can achieve the required surface characteristics through the film. Before the transfer registration, such rights and interests belong to the transferee of the transferred shares in case of dividends, distribution of shares, etc

2.4 effective conditions of equity transfer agreement

(1) all parties sign the agreement

(2) the agreement has been approved by the SASAC of the Chinese Academy of Sciences in recent years

III. The impact of this equity transfer on the company

1. CNNC agreed to transfer part of the company's equity in order to further optimize the company's equity structure, improve the company's governance structure, improve the efficiency of the company's asset operation, and create more value for all shareholders of the company. At the same time, in order to effectively use assets, carry out follow-up capital operations and reduce the outflow of transaction cash. CNNC has no plan to continue to reduce its shares in the company in the next 12 months

2. If the equity transfer is approved and completed, CNNC group will still maintain the status of the actual controller of the company. The details are as follows:

If CNNC group implements the agreement to transfer part of the company's equity, it will change to directly hold 19863233 shares of the company, accounting for 9.33% of the company's total share capital; CNNC Suzhou Valve Factory, a wholly-owned enterprise of CNNC group, holds 38175200 shares of the company, accounting for 17.92% of the total share capital of the company. CNNC group and its wholly-owned enterprise, CNNC Suzhou Valve Factory, hold 58038433 shares of CNNC Technology (17.81,0.53,3.07%), accounting for 27.25% of the total share capital of the company. CNNC group is still the actual controller of the company

Mr. Chen chaodian holds 29861700 shares of the company, and Ms. Wang Muhong holds 5782267 shares of the company. The shares transferred above account for 16.73% of the total share capital of the company

3. With the consent of the parties to the agreement, the composition and candidates of the company's existing board of directors, board of supervisors and senior management remain unchanged, and the transferee parties promise to waive the right to nominate candidates for directors, supervisors and senior management to the company

IV. others

1. After the parties sign the agreement, it can be implemented only after it is officially approved by the state owned assets supervision and Administration Commission of the State Council. CNNC will submit relevant application documents to the state owned assets supervision and Administration Commission of the State Council in accordance with the relevant provisions of state-owned assets management, and notify the company in a timely manner

2. For details of the changes in the company's equity caused by the company's controlling shareholder, China Nuclear Power Group, who plans to transfer part of the company's equity by agreement, please refer to the company's "short form report on changes in equity of China nuclear power suvalve Technology Industry Co., Ltd."

3. The trading of the company's shares has resumed since the opening of the market on April 1, 2013

4. At present, the production and operation of the company is normal. The company will continue to pay close attention to the follow-up implementation progress and results of the above matters, and will perform the obligation of information disclosure in a timely manner in strict accordance with the regulations

v. documents for future reference

1. Share replacement agreement

2. Short form equity change report of CNNC suvalve Technology Industry Co., Ltd

please pay attention to investment risks

it is hereby announced

board of directors of CNNC suvalve Technology Industry Co., Ltd.

March 29, 2013

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