Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) Announcement No.: 2022-007 Nyocor Co.Ltd(600821)
Announcement of resolutions of the 21st Meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The notice of the 21st Meeting of the 10th board of directors of Nyocor Co.Ltd(600821) (hereinafter referred to as “the company”) was sent in writing on February 9, 2022, and the meeting was held off-site on February 15, 2022. There are 8 directors who should attend, 8 directors who actually attend, and all supervisors and senior managers of the company attend as nonvoting delegates. The meeting was held in accordance with the provisions of the company law and the articles of association. The meeting considered and adopted the following resolutions:
1、 In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission, All directors believe that the company meets the conditions for non-public issuance of RMB common shares (A shares) by listed companies as stipulated in relevant Chinese laws, regulations and normative documents.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on the company’s non-public offering of A-Shares in 2022 was reviewed and passed one by one, as follows:
(I) type and par value of issued shares
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 8 in favor, 0 against and 0 abstention.
(II) issuing method and time
This offering is made in a non-public way to specific objects, and the company will choose an appropriate time to implement it within the validity period of the approval document of the CSRC on this offering.
Voting results: 8 in favor, 0 against and 0 abstention.
(III) issuing object
The objects of this non-public offering are no more than 35 specific objects that meet the conditions specified by the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe with more than two funds under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
After the issuance is approved by the CSRC, the final issuance object will be determined through negotiation between the board of directors and the sponsor (lead underwriter) of the issuance in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, and according to the subscription quotation of the issuance object.
Voting results: 8 in favor, 0 against and 0 abstention.
(IV) issuing price and pricing principle
The pricing benchmark date of this offering is the first day of the issuance period of this non-public offering.
The issuing price of the shares shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of the shares 20 trading days before the pricing benchmark date = total trading volume of the shares 20 trading days before the pricing benchmark date / total trading volume of the shares 20 trading days before the pricing benchmark date), And not lower than the audited price of net assets per share attributable to common shareholders of the parent company at the end of the latest period before the issuance. In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance reserve price of this issuance will be adjusted accordingly. The adjustment formula is as follows:
Dividend / Cash Dividend: P1 = p0-d;
Share offering or conversion to share capital: P1 = P0 / (1 + n);
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and P1 is the issuance reserve price after adjustment.
After the issuance is approved by the CSRC, the final issuance price will be determined by the board of directors in accordance with the authorization of the general meeting of shareholders and the recommendation institution (lead underwriter) of the issuance in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities.
Voting results: 8 in favor, 0 against and 0 abstention.
(V) issued quantity
The amount of this offering will be determined by dividing the total amount of raised funds by the offering price, and shall not exceed 30% of the total share capital of the company before this non-public offering, and shall be subject to the approval document of the CSRC on this non-public offering. Based on this calculation, the number of shares issued this time shall not exceed 460906950 shares (including 460906950 shares). The specific number of shares issued will be determined by the board of directors through consultation with the sponsor (lead underwriter) of this issuance within the scope of the total amount of raised funds and in combination with the issuance price after the issuance is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
The maximum subscription amount of a single issuing object (including a single issuing object and its affiliates and persons acting in concert) is 100 million shares.
Voting results: 8 in favor, 0 against and 0 abstention.
(VI) subscription method
All investors of this non-public offering subscribe for the shares of this non-public offering in cash.
Voting results: 8 in favor, 0 against and 0 abstention.
(VII) restricted period for issuing shares
After the completion of this non-public offering, the shares subscribed by specific objects shall not be transferred within 6 months from the date of the end of this offering. If the regulatory authorities related to the non-public offering of shares have other provisions on the lock-in period and due transfer of shares subscribed by the issuing object, their provisions shall prevail.
After the end of this non-public offering, the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period. The reduction of the company’s shares obtained by the issuing object of this non-public offering after the expiration of the sales restriction period shall also comply with the relevant provisions of laws, regulations, normative documents, relevant rules of Shanghai Stock Exchange and the articles of association.
Voting results: 8 in favor, 0 against and 0 abstention.
(VIII) listing place of the issued shares
The shares of this non-public offering will apply for listing on the Shanghai Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention.
(IX) distribution arrangement of the company’s accumulated profits before the issuance
After the completion of this non-public offering, the new and old shareholders of the company shall share the accumulated undistributed profits before this non-public offering.
Voting results: 8 in favor, 0 against and 0 abstention.
(x) purpose of raised funds
The total amount of funds raised in this non-public offering does not exceed 3994.321 million yuan. The net amount of funds raised after deducting the issuance expenses is intended to be used for the following purposes:
Unit: 10000 yuan
No. project name total investment to be raised
Amount of funds
1. 200mwp rural light storage complementary parity online photovoltaic power generation in gangnanqiaowei Town, Guigang 80332.82 79242.75
Electric composite project
2. 100mwp Yuguang complementary photovoltaic power generation in SHIZIKOU Town, Gongan County, junneng new energy 46021.30 43864.00
project
3 Hubei Changhao New Energy Technology Co., Ltd. masihu, huangxiekou Town, Jianli City 67271.87 65989.74
100MW fishery light complementary photovoltaic power station project in fishing ground (West)
4 Hubei Kaiao photovoltaic power generation Co., Ltd. 70mW Yuguang 32214.60 30708.50, Tuanshansi Town, Shishou City
Complementary photovoltaic power generation project
5. 120mW centralized fishing light complementary photovoltaic project in Dasi Town, Xiqing District, Tianjin 52451.00 51311.00
6 Yicheng District 20MW comprehensive three-dimensional development photovoltaic power generation project 8716.57 8487.11
7. Supplementary working capital 119829.00
Total 406837.16 399432.10
After the raised funds are in place, if the actual net amount of raised funds is less than the actual demand of the above projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project of the raised funds according to the priorities of the projects. The insufficient part of the raised funds will be solved by the company with its own funds; Before the raised funds are in place, the company will first invest with self raised funds according to the actual situation of the project progress. After the raised funds are in place, the self raised funds invested in the raised projects in advance will be replaced with the raised funds.
The funds raised by this non-public offering of the company will be deposited in the special account designated by the company for the investment purpose of the above raised funds.
Voting results: 8 in favor, 0 against and 0 abstention.
（11） Validity of resolution
The validity period of the resolution on the non-public offering plan is within 12 months from the date when the relevant proposals of the non-public offering are submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
After the proposal is reviewed and approved by the board of directors of the company, it shall be submitted to the general meeting of shareholders for deliberation item by item.
3、 Proposal on reviewing the company’s 2022 plan for non-public development of a shares
All directors reviewed the company’s plan for non-public offering of A-Shares in 2022 and agreed to this proposal.
The independent directors of the company have expressed their independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company.
For details, see the plan for non-public development of A-Shares in 2022 (Announcement No.: 2022-009) disclosed by the company on the website of Shanghai Stock Exchange on the same day.
Voting results: 8 in favor, 0 against and 0 abstention.
4、 Proposal on reviewing the feasibility analysis report on the use of funds raised by non-public development banks of A-Shares in 2022
All directors agree that the total amount of funds raised in this non-public offering shall not exceed 3994.321 million yuan, and the net amount of funds raised after deducting the issuance expenses is intended to be used for the following purposes:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised funds
1. 200mwp rural light storage complementary parity grid connected photovoltaic power generation 80332.82 79242.75 composite project in gangnanqiaowei Town, Guigang City
2. 100mwp Yuguang complementary photovoltaic power generation 46021.30 43864.00 project in SHIZIKOU Town, Gongan County, junneng new energy
3 Hubei Changhao New Energy Technology Co., Ltd. Jianli City huangxiekou town masihu 67271.87 65989.74 fishing ground (West) 100MW fishing light complementary photovoltaic power station project
4 Hubei Kaiao photovoltaic power generation Co., Ltd. 70mW Yuguang 32214.60 30708.50 complementary photovoltaic power generation project in Tuanshansi Town, Shishou City
5. 120mW centralized fishing light complementary photovoltaic project in Dasi Town, Xiqing District, Tianjin 52451.00 51311.00
6 Yicheng District 20MW comprehensive three-dimensional development photovoltaic power generation project 8716.57 8487.11
7. Supplementary working capital 119829.00
Total 406837.16 399432.10
After the raised funds are in place, if the actual net amount of raised funds is less than the actual demand of the above projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project of the raised funds according to the priorities of the projects. The insufficient part of the raised funds will be solved by the company with its own funds
