Stock code: 601985 Stock abbreviation: China Nuclear Power Announcement No.: 2024-006

bond code: 138547 bond abbreviation: 22 nuclear power Y2

China Nuclear Power Corporation

Announcement on the Proposed Acquisition of 100 Equity Interest in Tongyu Xiangtong New Energy Co., Ltd. by China Nuclear Huineng Co., Ltd., a Holding Subsidiary

the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the individual and joint responsibility.

Important Note:

● China Nuclear Power Co., Ltd. (hereinafter referred to as the company), a holding subsidiary of China Nuclear Power Co., Ltd. (hereinafter referred to as the company), plans to sign an equity transfer agreement with Sany Heavy Energy Co., Ltd. (hereinafter referred to as Sany Heavy Energy, stock code 688349) to transfer 100% equity of Tongyu Xiangtong New Energy Co., Ltd. (hereinafter referred to as Tongyu New Energy, target company and target company) at a price of RMB 291.54 million, the wind power project in operation involved has an installed capacity of 100MW.

● This equity acquisition is within the scope of the approval authority of the General Manager's Office of CNNC, and has passed the approval of the General Manager's Office of CNNC; according to the "Company Law", "Shanghai Stock Exchange Stock Listing Rules", "The Articles of Association and other relevant regulations, the transaction quota did not meet the review standards of the company's board of directors or shareholders meeting, and did not need to be submitted to the company's board of directors or shareholders meeting for review.

● This transaction does not constitute a connected transaction

● This transaction does not constitute a material asset reorganization

1. Trading Overview

1. Basic information about the transaction

CNNC is a holding subsidiary of the Company. Tongyu Xiangtong New Energy is a wholly-owned subsidiary of Sany Heavy Energy. Sany Heavy Energy holds 100 percent of Tongyu Xiangtong New Energy, involving a wind power project with an installed capacity of 100MW.

in order to implement the company's clean energy development strategy and continuously promote the optimization and transformation and upgrading of the industrial structure, CNNC plans to sign the equity transfer agreement of tongyu xiangtong new energy co., ltd. with Sany heavy energy. CNNC will transfer 100 equity of tongyu xiangtong new energy held by Sany heavy energy at the price of RMB 291.54 million yuan. The funds to pay the equity transaction price are CNNC Huileng's own funds.

2. the subject matter of the transaction

Tongyu Xiangtong New Energy is a project company engaged in the development, construction and operation of wind farms established by Sany Heavy Energy Investment, which was established on January 20, 2022. As of the announcement date, Tongyu Xiangtong New Energy holds and manages an installed capacity of 100MW of wind power projects in operation.

3. Approval procedures for the performance of this transaction

this equity acquisition falls within the scope of the examination and approval authority of the general manager's office meeting of CNNC huineng. the 49th general manager's office meeting of CNNC huineng was held on December 18, 2023 to consider and approve the "issues on the investment decision of CNNC huineng co., ltd. to acquire 100% equity of tongyu xiangtong new energy co., ltd. (100MW wind power project of tongyu xiangneng wind power co.)"; in accordance with the Company Law, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Articles of Association and other relevant provisions, the transaction amount does not meet the criteria for consideration by the Board of Directors or the General Meeting of Shareholders of the Company and does not need to be submitted to the Board of Directors or the General Meeting of Shareholders of the Company for consideration.

4. this transaction does not involve related party transactions and does not constitute a major asset reorganization as stipulated in the measures for the Administration of Major Asset reorganization of listed companies.

2. Counterparty Information

1. Basic situation

Enterprise Name: Sany Chongneng Co., Ltd.

Type of enterprise: joint stock limited company (listed, natural person investment or holding)

Unified social credit code: 9111011467455638XA

Date of Establishment: April 17, 2008

Place of Registration: Sany Industrial Park, Beiqing Road, Changping District, Beijing

Legal representative: Zhou Fugui

registered capital: 1,205.521015 million yuan RMB

business scope: production of wind turbines, speed increasing machines, electrical machinery and equipment, mechanical and electrical equipment; assembly and production of various types of fracturing equipment; road cargo transportation; research, development and sales of electrical machinery and equipment, heavy industrial equipment and general equipment, mechanical and electrical equipment, general machinery, professional equipment, electronic products, instruments and meters; installation of power production equipment; technical services; technology development; technology transfer; technical consultation; import and export of goods and technology; rental of commercial and office buildings; rental of construction machinery and equipment. (Market entities independently choose business projects and carry out business activities in accordance with the law; projects that must be approved in accordance with the law shall carry out business activities in accordance with the approved content after approval by relevant departments; they shall not engage in business activities that are prohibited and restricted by the national and municipal industrial policies.)

as of January 16, 2024, the top ten shareholders: Liang wengen, holding 46.53, Tang xiuguo, holding 7.17, Mao zhongwu, holding 6.56, Xiang wenbo, holding 6.56, yuan Jinhua, holding 3.89, Zhou fugui, holding 3.36, Wang haiyan, holding 2.46, yi Xiaogang, the shareholding ratio is 2.46, China Merchants Bank Co., Ltd.-Huaxia SSE Science and Technology Board 50-component trading open-ended index securities investment fund, with a shareholding ratio of 1.63, Guodian Investment Clean Energy Fund Management Co., Ltd.-Guodian Investment Qingneng Wind Power Equity Investment (Tianjin) Partnership (Limited Partnership), with a shareholding ratio of 0.90.

2. Relationship with listed companies

Sany Heavy Energy and its shareholders have no related relationship with the company, the company's controlling shareholder, actual controller, directors, supervisors, and senior management personnel, and have no related relationship with the company in terms of property rights, business, assets, debts, and personnel. There is no related relationship, this equity transaction does not constitute a related transaction.

Basic information on the subject of the 3. transaction

Overview of the subject matter of the (I) transaction

1. Subject of the transaction

The subject of this transaction is the 100 equity interest in Tongyu Xiangtong New Energy held by Sany Heavy Energy.

2. Basic information about the subject company

Company Name: Tongyu Xiangtong New Energy Co., Ltd.

Unified social credit code: 91220822MA7G0B506L

Legal representative: Zhou Fugui

Type of enterprise: limited liability company (wholly owned by a legal person not invested or controlled by a natural person)

Date of Establishment: January 20, 2022

registered capital: 225 million yuan RMB

Term of Business: January 20, 2022

Business term to: no fixed term

registration status: existing (in operation, opening, registered)

domicile: guangbai road, xinfa street, tongyu county, baicheng city (room 215, office building, economic development zone)

Business scope: power generation business, power transmission business, power supply (distribution) business. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments, and specific business projects shall be subject to approval documents or license certificates of relevant departments) General projects: wind power generation technical services; Research and development of wind farm related systems; Sales of wind farm related equipment; Sales of wind turbines and parts; Project management services; Solar power generation technical services; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components. (except for projects subject to approval according to law, carry out business activities independently according to the business license)

Existing shareholders:

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after verification, Tongyu Xiangtong new energy is not included in the list of dishonest enforcers.

3. the ownership of the subject matter of the transaction

Sany Heavy Energy legally holds and has the right to transfer 100% of the equity interest in Tongyu Xiangtong New Energy, with clear ownership of the underlying equity interest, and there are no major disputes, litigation or arbitration matters involving the equity interest, nor are there judicial measures such as seizure or freezing.

Key financial information about the subject of the (II) transaction

The main financial data of Tongyu Xiangtong New Energy in the latest one-year period and on the base date are as follows:

Amount Unit: RMB

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Evaluation and pricing of 4. transaction targets

(I) the evaluation of this transaction

1. Beijing Zhongtonghua Asset Appraisal Co., Ltd. has evaluated the equity value of Tongyu Xiangtong New Energy and issued the Asset Appraisal Report (Zhongtonghua Appraisal Zi (2023) No. 022555)

2. Assessment base date: 30 September 2023

3. Valuation methods: income approach, market approach

4. Conclusion of the appraisal: For this appraisal, the appraisers used the income approach and the market approach to evaluate the subject separately, and the results of the income approach were finally selected as the conclusion of the appraisal after analysis.

Under the premise of going concern, the appraised value of all shareholders' equity of Tongyu Xiangtong New Energy was $295.93 million as of the valuation date. Compared with the book net assets of 225.9248 million yuan, the appraised value increased by 70.0052 million yuan, a value-added rate of 30.99.

Fair and reasonable analysis of (II) pricing

the pricing of this transaction is based on the "special audit report" issued by China audit Asia Pacific accounting firm (special general partnership) on December 13, 2023 with the base date of September 30, 2023 (China audit Asia Pacific audit word [2023] No. 005653). after negotiation between both parties, it is determined that the total transfer price of 100 equity of Tongyu Xiangtong new energy is RMB 291.54 million yuan (the final transaction amount is adjusted according to the quality of assets held by the underlying equity), the transaction followed the principle of fairness and was priced fairly and reasonably.

The main content of the 5. agreement

The main contents of the Equity Transfer Agreement signed between Sany and CNNC are as follows:

Transferor: Sany Energy (hereinafter referred to as Party A)

Transferee: CNNC (hereinafter referred to as Party B)

In view of:

Party A holds 100 equity interest in Tongyu Xiangtong New Energy, which was established and validly subsisted in accordance with the law with a registered capital of RMB 225 million. Party A agrees to transfer its 100% equity interest in Tongyu Xiangtong New Energy to Party B, and Party B agrees to transfer 100% equity interest in Tongyu Xiangtong New Energy in cash.

To this end, the parties have reached an agreement on the above-mentioned equity transfer through friendly negotiations, and each party hereby enters into this agreement for mutual compliance.

1. Subject matter of transfer

Party A holds 100 equity interest in Tongyu Xiangtong New Energy.

2. Share Transfer Price

After negotiation and confirmation by the parties to the transaction, the transfer price of the underlying equity under this agreement is RMB 291.54 million.

3. Method of payment of equity transfer price

Party A and Party B agree that the share transfer price shall be paid by Party B in two installments in accordance with the share transfer agreement.

(1) payment of the first equity transfer price: within 10 working days from the date when the five preconditions stipulated in the equity transfer agreement are met, party B shall pay 90% of the equity transfer price to party a;

(2) payment of the second equity transfer price: within 10 working days from the date when the other 5 preconditions stipulated in the equity transfer agreement are met, party B shall pay 10% of the equity transfer price to party a.

4. Agreement entry into force conditions

This Agreement shall come into force on the date when the legal representatives of the parties or their authorized representatives sign and affix the official seal of the Company.

5. Transition profit and loss

The parties confirm that the undistributed profits (amount: RMB 1,033,780.76) of the target company and the project company prior to the valuation date are attributable to Party B, and the undistributed profits of the target company and the project company generated during the transition period are attributable to Party B. The profit generated by the target company and the project company during the transition period, or the increase in net assets due to other reasons, shall be enjoyed by Party B, and the loss or decrease in net assets during the transition period shall be made up by Party A to the target company and the project company in cash, and Party B shall have the right to deduct it from any sum of money payable to Party A. The profit and loss, profit or loss incurred during the transition period shall be disclosed to Party B in a timely manner, and the audit of the transition period made by the audit institution hired by Party B shall prevail. In particular, for the financial costs incurred by the target company and the project company during the transition period, the target company and the project company shall only be liable to the extent that the annual interest rate does not exceed 4.2 per cent, and the excess shall be borne by Party A.

6. Tax burden

Each party shall bear and pay the taxes and fees involved in this equity transfer in accordance with the provisions of laws and regulations or the relevant regulatory authorities on taxation and fees related to equity transfer. The parties agree that the stamp duty involved in this equity transfer shall be borne by each party.

7. Dispute Resolution

(1) The signing, establishment, validity and performance of this Agreement shall be governed by and interpreted in accordance with the laws of China.

(2) All disputes arising from the performance of this Agreement shall first be resolved by the Parties through friendly consultations. If the negotiation fails, a lawsuit shall be filed with the people's court of the place where the contract is signed.

The impact of 6. asset purchases on listed companies

After the completion of the equity transfer of the (I), the Company's subsidiary, CNE Huineng, became the controlling shareholder of Tongyu Xiangtong New Energy, and the scope of the Company's consolidated financial statements was changed, and Tongyu Xiangtong New Energy was included in the scope of the Company's consolidated financial statements.

The smooth implementation of this transaction is conducive to the company's optimization of resource allocation, in line with the company's long-term development strategy and the interests of all shareholders. This matter will not adversely affect the company's operating conditions and finances, and there is no harm to the interests of the company and all shareholders.

(II) this transaction does not involve personnel placement.

(III) this transaction does not involve a land lease.

Upon completion of (IV) transaction, the management of the subject company will be appointed by CNNC.

(V) transaction will not result in an associated transaction after completion.

(VI) this transaction will not create competition.

(VII) After the completion of this transaction, the company's new holding subsidiary Tongyu Xiangtong New Energy has no external guarantee, entrusted financial management and other related information.

It is hereby announced.

Board of Directors of China Nuclear Power Corporation

8 February 2024