Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) Announcement No.: 2022-019
Notice on convening the second extraordinary general meeting of shareholders in 2022
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.
Important content tips:
Date of shareholders’ meeting: March 7, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the second extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 14:00 on March 7, 2022
Venue: conference room (5) on the third floor, No. 10, Xinxing East Lane, Xicheng District, Beijing. Online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 7, 2022
To March 7, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. （7） Involving the public solicitation of shareholders’ voting rights, not involving II. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
1. Proposal on the company meeting the conditions for major asset restructuring √
2.00 proposal on the company’s major asset purchase plan √
2.01 overall plan of this transaction √
2.02 counterparty √
2.03 subject matter of transaction √
2.04 pricing principle of transaction √
2.05 evaluation and transaction price √
2.06 capital source of transaction √
2.07 performance commitment compensation arrangement √
2.08 validity period of resolution √
3. About Nyocor Co.Ltd(600821) major asset purchase √
Proposal to buy the report (Draft) and its abstract
4 proposal that this transaction does not constitute a connected transaction √
5. This transaction does not constitute the major assets of listed companies √
Proposal on the circumstances specified in Article 13 of the measures for the administration of the working group
6. This transaction complies with the regulations on regulating major of listed companies √
Discussion on the provisions of Article 4 of the provisions on several issues of asset reorganization
case
7. This transaction complies with the √ major asset restructuring of listed companies
Proposals stipulated in Article 11 of the administrative measures
8. There is no √ on strengthening and
Supervision of abnormal stock transactions related to major asset restructuring of listed companies
Proposal on the circumstances specified in Article 13 of the Interim Provisions on the administration of
9 about the independence of the appraisal institution, the rationality of the premise of the appraisal assumptions, √
Correlation between appraisal method and appraisal purpose and fair value of appraisal pricing
Sexual motion
10. Audit report related to the approval of this major asset restructuring √
Report, asset appraisal report, review of consolidated financial statements for reference
Report proposal
11. Equity transfer √ on signing conditional effective with the counterparty
Let the agreement
12. Completeness and compliance of legal procedures for the performance of this transaction √
Validity of proposals and documents submitted
13. The fluctuation of stock price reaches √ in the regulation of listed companies
Article 5 of the notice on information disclosure and the behavior of relevant parties
Proposal on relevant standards
14. Diluted immediate return on this major asset purchase and filling √
Proposal on return measures
15. Request to the general meeting of shareholders to authorize the board of directors to handle this √
Proposal on matters related to the transaction
1. Time and media of disclosure of each proposal
The above proposals have been deliberated and adopted at the 19th and 22nd meetings of the 10th board of directors and the 16th and 19th meetings of the 10th board of supervisors. The specific contents are published on the website of Shanghai Stock Exchange (www.sse. Com. CN.).
2. Proposals for special resolutions: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 153. Proposals for separate counting of votes for small and medium-sized investors: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 154. Proposals involving avoidance of voting by affiliated shareholders: none
Name of related shareholders who should avoid voting: none 5. Proposals involving preferred shareholders’ participation in voting: None
3、 Precautions for voting at the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock class stock code stock abbreviation equity registration date
A share 600821 Nyocor Co.Ltd(600821) 2022 / 3 / 2
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method (I) on site registration:
Registration time: 9:00-12:00 and 14:00-17:00 on March 3, 2022
Registration place: No. 10, Xinxing East Lane, Xicheng District, Beijing 1. Legal person shareholder: the legal representative of the legal person shareholder must hold the securities account card, the copy of the business license stamped with the company’s official seal and his own ID card to go through the registration procedures; If an agent is entrusted to attend, it shall also hold the power of attorney of the legal person (see Annex) and the ID card of the attendee. 2. Natural person shareholders: individual shareholders must go through the registration procedures with their own ID card and securities account card; If an agent is entrusted to attend, it must also hold the ID card of the attendee and the power of attorney (see Annex) (II) letter or fax registration (telephone registration is not accepted):
All shareholders who intend to attend the meeting are requested to send the meeting receipt (see Annex) and relevant materials to the company by letter or fax before 17:00 on March 3, 2022. At the same time, please indicate the contact number and contact person on the letter or fax. The company does not accept telephone registration. Fax: 010-50950529 email: IR@cdb -energy. com. Mailing address: 6, No. 10, Xinxing East Lane, Xicheng District, Beijing. For other matters, the board, lodging and transportation expenses of the shareholders or their agents attending the shareholders’ meeting shall be borne by themselves. It is hereby announced.
Nyocor Co.Ltd(600821) board of directors February 19, 2022 Annex 1: power of attorney
Power of attorney
Nyocor Co.Ltd(600821) ：
I hereby entrust Mr. (Ms.) to attend the second extraordinary general meeting of shareholders of your company in 2022 held on March 7, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1. About the company’s compliance with major asset restructuring
Conditional motion
2.00 about this major asset purchase of the company
Proposal of the scheme
2.01 overall plan of this transaction
2.02 counterparty
2.03 subject matter of transaction
2.04 pricing principle of transaction
2.05 evaluation and transaction price
2.06 sources of funds for transactions
2.07 performance commitment compensation arrangement
2.08 validity of resolution
3. About Nyocor Co.Ltd(600821) Source Co., Ltd
Report on major asset purchase of the company
(Draft) and its abstract
4. This transaction does not constitute a connected transaction
Yi’s motion
5. This transaction does not constitute a listing
Major asset restructuring Management Office of the company
Circumstances stipulated in Article 13 of the law
bill
6. This transaction complies with the relevant provisions of the
Major asset restructuring of listed companies
Article 4 of the provisions on intervention
Motion
7. This transaction complies with the requirements of the listing company
Measures for the administration of major asset restructuring of the company
Proposals stipulated in Article 11
8. The relevant entities of this transaction do not exist
On strengthening cooperation with listed companies
Abnormal trading of stocks related to large asset restructuring
Article 13 of the Interim Provisions on easy supervision
Proposal under the circumstances specified in Article
nine
