공시 • Jan 02
SPIC Industry-Finance Holdings Co., Ltd. (SZSE:000958) completed the acquisition of 26.76% stake in SPIC Nuclear Energy Co., Ltd. from China Life Insurance Company Limited (SEHK:2628).
SPIC Industry-Finance Holdings Co., Ltd. (SZSE:000958) agreed to acquire 26.76% stake in SPIC Nuclear Energy Co., Ltd. from China Life Insurance Company Limited (SEHK:2628) for CNY 17.7 billion on October 18, 2024. As of September 30, 2024, SPIC Nuclear Energy Co., Ltd. reported total assets of CNY 10.38 million and total common equity of CNY 4.26 million. The Company will acquire SPIC Nuclear Energy’s 100% stake from State Nuclear Power Technology Corporation and China Life Insurance Co., Ltd., as follows: The Company will exchange SPIC Nuclear Energy Co., Ltd.’s 73.24% stake held by State Nuclear Power Technology Corporation for SPIC Capital Holding Co., Ltd.’s 100% stake held by the Company. For the difference in the prices of SPIC Nuclear Energy Co., Ltd.’s 73.24% stake and SPIC Capital Holding Co., Ltd.’s 100% stake, as well as SPIC Nuclear Energy Co., Ltd.’s 26.76% stake held by China Life Insurance Co., Ltd., the Company will issue shares at CNY 3.53 per share as consideration. State Power Investment Corporation holds the Company’s 53.25% stake and State Nuclear Power Technology Corporation’s 92.0545% stake. In this transaction, the swapped-out asset is priced at CNY 15,108,284,500, and the swapped-in asset is priced at CNY 57,122,513,700. The above difference of CNY 42,014,229,200 will be purchased by the listed company from the counterparty by issuing shares. According to the issue price of CNY 3.53 per share for the issuance of shares to purchase assets, the total number of shares to be issued by the listed company for this issuance of shares to purchase assets is 11,902,047,931 shares, accounting for 68.86% of the company's total share capital after the issuance of shares to purchase assets (excluding the raising of matching funds), as follows 7,571,805,104 shares to State Nuclear Power and 4,330,242,827 shares to China Life Insurance Co., Ltd. The deal is subject to approval by the shareholders of SPIC Industry-Finance Holdings Co., Ltd., SASAC approval, Shenzhen Stock Exchange and other necessary approvals. As of March 29, 2025, This transaction has been approved in principle by the listed company's controlling shareholder, State Power Investment Corporation; This transaction has been approved by the internal decision of the counterparty State Nuclear Power and China Life Insurance Co., Ltd.; This transaction has been reviewed and approved by the 17th meeting of the 7th Board of Directors and the 21st meeting of the 7th Board of Directors of the listed company; and The asset appraisal report involved in this transaction has been filed with the State-owned Assets Supervision and Administration Commission of the State Council. This transaction needs to be approved by the State-owned Assets Supervision and Administration Commission of the State Council; The listed company needs to hold a shareholders' meeting to review and approve the formal plan for this transaction, and at the same time agree that the counterparty, State Nuclear Power, is exempted from acquiring the listed company by tender offer; This transaction needs to pass the antitrust review of the State Administration for Market Regulation on concentration of operators; This transaction needs to be approved by the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission for registration; This transaction needs to obtain other necessary approvals or authorizations required by relevant laws and regulations (if necessary). As announced on April 10, 2025, State Power Investment Corporation Limited, received the "Approval on Matters Related to the Asset Restructuring and Supporting Financing of SPIC Industry-Finance Holdings Co., Ltd." (State-Owned Assets Rights [2025] No. 102) issued by the State-owned Assets Supervision and Administration Commission of the State Council. As of June 13, 2025, SPIC Industry-Finance Holdings received the "Notice on Acceptance of Application Documents for Issuance of Shares by SPIC Industry-Finance Holdings Co., Ltd. to Purchase Assets and Raise Supporting Funds" issued by the Shenzhen Stock Exchange. The Shenzhen Stock Exchange checked the application documents submitted by the company in accordance with relevant regulations and believed that the application documents were complete and decided to accept them. The company's major asset replacement and issuance of shares to purchase assets and raise supporting funds and related transactions still need to be reviewed and approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission before they can be implemented.
SPIC Nuclear Energy has total assets of CNY 10.380477 million and net assets of CNY 4.258755 million as of September 30, 2024. As of May 27, 2025, SPIC Industry-Finance Holdings Co., Ltd. held the 2025 3rd extraordinary shareholders’ meeting on May 26, 2025 and approved the transaction.
Tang Zhoujun, Wang Jihong, and Li Kefeng of Zhonglun Law Firm acting as legal advisor and Wang Jincheng, Xiang Lin, Zhang Yubiao, Jiang Hong, Qing Xin, Han Bing, Ma Yan, Lian Heng, Cui Zhexuan, Di Min, Wang Yongbo, Xue Donglang, Lai Peiyao, Ma Yingxuan, Li Gaoxin, and Liu Zujie of BOC International (China) and Li Zhongjie, Kang Haoyu, Wang Zeshi, Sun Shaoheng, Su Tianyi, Li Guanru, Yan Yuanbo, Yu Hao, Yin Yi, Wang Ruocheng, Jin Zhao, Ling Feng, Ding Xuancheng, and Zhao Yuanhang of CITIC Securities acting as financial advisors and Zhang Fan, Guo Dun, Yu Zhengfan, and Liu Shaohui of BDO China Shu Lun acted as accountant to SPIC Industry-Finance Holdings.
SPIC Industry-Finance Holdings Co., Ltd. (SZSE:000958) completed the acquisition of 26.76% stake in SPIC Nuclear Energy Co., Ltd. from China Life Insurance Company Limited (SEHK:2628) on December 31, 2025. SPIC Nuclear Energy Co., Ltd. completed the change of business registration of its share transfer, on December 31, 2025.
