Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) Announcement No.: 2022-016 Nyocor Co.Ltd(600821)
Announcement of resolutions of the 22nd 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 22nd Meeting of the 10th board of directors of Nyocor Co.Ltd(600821) (hereinafter referred to as “the company”) was sent in writing on February 11, 2022, and the meeting was held off-site on February 18, 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、 All directors agree with the updated audit report of KPMG Huazhen Certified Public Accountants (special general partnership).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2、 Proposal on the company’s major asset purchase plan
After the benchmark date of this reorganization, Yu Yingnan, the counterparty, increased the capital of the target company. According to the equity transfer agreement signed between the company and the counterparty, the transaction price increased accordingly. Therefore, the board of directors of the company voted on the company’s reorganization plan item by item again and agreed to the company’s reorganization plan. The specific voting conditions are as follows:
Guokai new energy, a wholly-owned subsidiary of the company, plans to purchase 90% equity of Heze Zhijing held by Yu Yingnan in cash. Before this transaction, Yu Yingnan held the registered capital of Heze Zhijing of 49.99 million yuan, accounting for 100% of the total share capital of Heze Zhijing. After the completion of this transaction, Heze Zhijing will become the holding Sun company of the listed company, and the listed company will indirectly hold 90% of the equity of Heze Zhijing through Guokai new energy.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2.02 counterparty
The counterparty of this transaction is natural person Yu Yingnan.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2.03 subject matter of transaction
The subject matter of this transaction is 90% equity of Heze Zhijing.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2.04 pricing principle of transaction
This transaction is based on the asset appraisal report on the appraisal project of all shareholders’ rights and interests of Heze Zhijing new energy Co., Ltd. involved in the proposed equity acquisition of Guokai New Energy Technology Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3197, hereinafter referred to as the “subject asset appraisal report”) issued by Zoomlion appraisal and filed by Tianjin Jincheng.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2.05 evaluation and transaction price
According to the subject assets appraisal report issued by Zoomlion appraisal, taking June 30, 2021 as the appraisal base date, the appraisal value of 100% equity of Heze Zhijing of the subject company is 153.7193 million yuan, and the appraisal value of 90% equity of Heze Zhijing of the corresponding subject asset is 138.3474 million yuan. Through friendly negotiation between both parties, the transaction price of 90% equity of Heze Zhijing, the subject asset of this transaction, is determined as 138347400 yuan based on the evaluation results.
After the benchmark date, the total amount of capital increase by Yu Yingnan, the shareholder of the subject company, is 94.5423 million yuan, of which 34.25 million yuan is included in the paid in capital and the rest is included in the capital reserve. According to the equity transfer agreement, during the transition period from the base date to the delivery period, for Yu Yingnan’s newly paid in capital, Guokai new energy will adjust the equity consideration price accordingly according to the amount confirmed by the audit. Based on this, the transaction price of 90% equity of Heze Zhijing, the target company, was increased by 85.0881 million yuan, or 223.4355 million yuan.
If the equity transfer price of the target company is different according to the corresponding equity value after the project completion final settlement report is issued, it will be adjusted accordingly when the consideration is actually paid.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2.06 sources of funds for transactions
This transaction is a cash acquisition. Guokai new energy, a wholly-owned subsidiary of the company, will pay with its own funds according to the transaction progress and the agreement.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2.07 performance commitment compensation arrangement
There is no performance commitment compensation arrangement for this transaction.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
2.08 validity of resolution
This major asset purchase resolution shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
After the proposal has been deliberated and approved by the board of directors of the company, it has yet to be submitted to the general meeting of shareholders of the company for deliberation.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
3、 Proposal on Revising and its summary
All directors agree to the revised report on Nyocor Co.Ltd(600821) major asset purchase (Draft) and its summary.
The independent directors of the company have expressed their independent opinions on this proposal.
After the proposal has been deliberated and approved by the board of directors of the company, it has yet to be submitted to the general meeting of shareholders of the company for deliberation.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
4、 Proposal on reviewing the measures for the administration of authorization by the board of directors
This proposal complies with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors, working rules of the general manager and other company regulations. All directors agree to the measures for the administration of authorization by the board of directors.
Voting status of this proposal: 8 in favor, 0 against and 0 abstention.
5、 Proposal on convening the second extraordinary general meeting of shareholders in 2022
Voting status of this proposal: 8 in favor, 0 against and 0 abstention. It is hereby announced.
Nyocor Co.Ltd(600821) board of directors February 19, 2022
