Securities Code: 000881
Securities Abbreviation: CGN Nuclear Technology
Announcement Number: 2026-033
CGN Nuclear Technology Development Co., Ltd.
Announcement on Signing a Conditional Share Subscription Agreement for a Specific Object and Connected Transaction
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and do not have any false records, misleading statements, or major omissions.
I. Overview of Connected Transactions
(I) Transaction Overview
On July 9, 2026, CGN Nuclear Technology Development Co., Ltd. (hereinafter referred to as the "Company") signed a "Conditional Share Subscription Agreement" (hereinafter referred to as the "Share Subscription Agreement") with CGN Nuclear Technology Application Co., Ltd. (hereinafter referred to as "CGN Nuclear Technology Application"). The number of shares to be issued in this offering shall not exceed 283,627,744 shares (inclusive), which shall not exceed 30% of the total share capital of the Company before this offering. The total amount of capital to be raised from the issuance to specific objects shall not be less than RMB 850 million (inclusive) and not more than RMB 1.25 billion (inclusive). The net proceeds after deducting issuance expenses will be used to supplement working capital or repay bank loans. CGN Nuclear Technology Application intends to subscribe for all the shares issued in this offering with cash.
(II) Connected Relationship
CGN Nuclear Technology Application is the controlling shareholder of the Company. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," the above matters constitute a connected transaction.
(III) Approval Procedures
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On July 9, 2026, the Company held the fourth meeting of the eleventh Board of Directors, which deliberated and approved the "Proposal on Deliberating the Conditional Share Subscription Agreement Signed by the Company and a Specific Object and the Announcement on Connected Transactions," and other proposals related to connected transactions. Connected directors abstained from voting on the relevant proposals, and the relevant proposals were approved by non-connected directors. The connected transaction matters involved in this offering have been reviewed and approved by the independent directors' special committee, the Board Audit Committee, and the Board Strategy Committee of the Company.
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This targeted issuance and connected transaction by the Company is subject to approval by the relevant state-owned asset supervision authority, deliberation and approval by the Company's shareholders' meeting, review by the Shenzhen Stock Exchange, and registration approval by the China Securities Regulatory Commission before it can be implemented. When deliberating proposals related to this transaction, connected shareholders shall abstain from voting.
II. Basic Information of the Connected Party