Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) place of listing: Shanghai Stock Exchange Nyocor Co.Ltd(600821)
Draft report on major assets purchase
(Revised Version)
Serial number or address of the counterparty
1 Yu Yingnan, Wanghu Road, Heping District, Shenyang*******
Independent financial advisor
February, 2002
statement
The purpose of the summary of the report on major asset restructuring is only to provide the public with a brief information about the restructuring, and does not include all parts of the full text of the report on major asset restructuring. The full text of the report on major asset restructuring is also published on the Shanghai Stock Exchange (www.sse. Com. CN.) Website; The reference method of documents for future reference is: Nyocor Co.Ltd(600821) .
The company and all members of the board of directors guarantee the authenticity, accuracy and completeness of the report on major asset restructuring and its summary, and shall be jointly and severally liable for the false records, misleading statements or major omissions in the report and its summary.
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of the summary of this report. 1、 Statement of listed company
The company and all members of the board of directors guarantee that the contents of the reorganization report are true, accurate and complete, and bear individual or joint legal liabilities for false records, misleading statements or major omissions in the reorganization report.
The directors, supervisors and senior managers of the company promise that if the transaction causes losses to the listed company or investors due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, I will be liable for compensation according to law; If the information provided or disclosed is suspected of false records, misleading statements or major omissions, and is filed for investigation by the judicial organ or the CSRC, the transfer of the shares in which I have interests in the listed company will be suspended until the conclusion of the investigation is clear.
This transaction still needs to be approved or approved by the relevant examination and approval authority. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors. Any statement to the contrary is a false statement.
After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investors shall be responsible for the investment risks arising from this transaction.
If investors have any questions about the restructuring report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants. 2、 Counterparty statement
The counterparty of this restructuring has issued a letter of commitment and made the following commitments:
I have provided the information and documents related to this transaction to the listed company and the intermediary institutions providing professional services such as audit, evaluation, legal and financial consulting for this transaction. I guarantee that the copies or copies of the documents provided are consistent with the original or the original, and the signatures and seals of these documents are true, The signatory of such documents is legally authorized; I guarantee that the relevant information provided for this exchange is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
During the period of participating in this transaction, I will timely disclose the information about this transaction to the listed company in accordance with the relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the CSRC and Shanghai Stock Exchange, and ensure the authenticity, accuracy and integrity of such information. If this transaction causes losses to the listed company or investors due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, I will be liable for compensation according to law.
According to the transaction process, if I need to continue to provide relevant documents and information, I guarantee that the information I continue to provide still meets the requirements of authenticity, accuracy and completeness. 3、 Statement of securities service agency
The securities service institution China Securities Co.Ltd(601066) , Guohao law firm (Beijing), KPMG Huazhen Certified Public Accountants (special general partnership), Zoomlion asset appraisal group Co., Ltd. and relevant personnel of this transaction promise that the documents issued in connection with this transaction do not contain false records, misleading statements or major omissions, and are responsible for their authenticity Assume corresponding legal responsibilities for accuracy and completeness. If there are false records, misleading statements or major omissions, and the securities service institution fails to perform its duties diligently, the institution will bear corresponding legal liabilities.
catalogue
interpretation…… four
1、 General terms four
2、 Technical terms five
Tips on major issues seven
1、 Overview of this transaction plan seven
2、 This transaction does not constitute a connected transaction eight
3、 This transaction constitutes a major asset reorganization and does not constitute a reorganization and listing eight
4、 The impact of this restructuring on listed companies ten
5、 Approval procedures to be performed for the implementation of this transaction plan eleven
6、 Important commitments made by the parties involved in this transaction thirteen
7、 The principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization seventeen
8、 The share reduction plan of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers of the listed company from the date of announcement of the restructuring report to the completion of implementation seventeen
9、 The arrangement of this reorganization for the protection of the rights and interests of small and medium-sized investors seventeen
10、 The securities business qualification of the independent financial adviser of this transaction twenty-one
Significant risk tips twenty-two
1、 Risks related to this transaction twenty-two
2、 Risks related to the company’s subject matter twenty-three
3、 Risks related to listed companies after this transaction twenty-six
4、 Other risks twenty-seven
Section I overview of this transaction Wrong! No bookmarks defined.
1、 Background and purpose of this transaction Wrong! No bookmarks defined.
2、 The specific scheme of this transaction Wrong! No bookmarks defined.
3、 This transaction does not constitute a connected transaction Wrong! No bookmarks defined.
4、 This transaction constitutes a major asset reorganization and does not constitute a reorganization and listing Wrong! No bookmarks defined.
5、 The impact of this restructuring on listed companies Wrong! No bookmarks defined.
6、 Approval procedures to be performed for the implementation of this transaction plan Wrong! No bookmarks defined.
interpretation
In the summary of this report, unless the context otherwise requires, the following abbreviations have the following meanings: I. General Terms
The company / company / listed company / refers to Nyocor Co.Ltd(600821) , stock abbreviation ” Nyocor Co.Ltd(600821) “, stock code Nyocor Co.Ltd(600821) “600821”
Counterparty / transferor refers to the counterparty of this transaction, i.e. natural person Yu Yingnan
The target company / Lingyuan Zhijing / Heze refers to Heze Zhijing new energy Co., Ltd., which was renamed “Lingyuan Zhijing Xinneng Zezhi Jingyuan Co., Ltd.” in January 2022
Target company / project company / Heze refers to Heze Xinfeng Energy Technology Co., Ltd
Fresh air
90% equity of the company with target assets
Guokai new energy refers to Guokai New Energy Technology Co., Ltd., which is a wholly-owned subsidiary of a listed company
Jincheng capital refers to Tianjin Jincheng state owned capital investment and Operation Co., Ltd
Jincheng No. 2 refers to Tianjin Jincheng No. 2 equity investment fund partnership (limited partnership), which is the person acting in concert with Jinkai enterprise management
Jinrong Guoxin refers to Tianjin Jinrong Guoxin Capital Management Co., Ltd., who acts in concert with Jinkai enterprise management
Jinkai enterprise management refers to Tianjin Jinkai Enterprise Management Co., Ltd., which is a wholly-owned subsidiary of Jincheng capital
CGN leasing refers to CGN International Finance Leasing Co., Ltd
Liaoning power transmission and transformation refers to Liaoning power transmission and Transformation Engineering Construction Co., Ltd
Jinzhou transformer refers to Jinzhou Transformer Co., Ltd
State Grid Heze company refers to State Grid Shandong Electric Power Company Heze Power Supply Company
Heze 50MW wind power project refers to the 50MW (phase I) wind power project in Mudan District, Heze
This major asset purchase / this refers to the transaction of Nyocor Co.Ltd(600821) purchasing the target company held by the counterparty in cash / the transaction of 90% equity of this reorganization
Restructuring report / report refers to the report on Nyocor Co.Ltd(600821) major asset purchase (Draft) (Revised Version)
The summary of this report refers to the summary of Nyocor Co.Ltd(600821) major asset purchase report (Draft) (Revised Version)
Letter of intent refers to the letter of intent for the acquisition of Shandong Heze 50MW wind power project signed by Guokai new energy and Yu Yingnan on October 26, 2021
Equity transfer agreement refers to the equity transfer agreement between Yu Yingnan and Guokai New Energy Technology Co., Ltd. on Heze Zhijing new energy Co., Ltd
Financial leasing contract (No.) signed between the company with the index of financial leasing contract and CGN leasing
Ncl19a032) and financial leasing contract (No. ncl19a032-2)
Legal opinion refers to the legal opinion of Guohao law firm on Nyocor Co.Ltd(600821) major asset purchase
Audit report issued by KPMG jzz No. 1079 / KPMG jzz No. 21024
Subject assets appraisal report / Zhonglian pingbao Zi [2021] No. 3197 Guokai new energy technology assets appraisal report / appraisal report issued by Zhonglian appraisal refers to the asset appraisal report of the appraisal project of all shareholders’ rights and interests of Heze Zhijing new energy Co., Ltd. involved in the proposed equity acquisition of the company, as well as the appraisal description and appraisal details
Reference review report / review KPMG Huazhen zhuanzi No. 2101368 Nyocor Co.Ltd(600821) source share report issued by KPMG refers to the reference consolidated financial statements and review report of the company for 2020 and the six months ended June 30, 2021
China Securities Co.Ltd(601066) / independent financial advisor refers to China Securities Co.Ltd(601066)
Guohao law firm / legal adviser refers to Guohao law firm (Beijing)
KPMG / Auditor means KPMG Huazhen Certified Public Accountants (special general partnership)
Zhonglian appraisal / appraisal institution refers to Zhonglian asset appraisal group Co., Ltd
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public – major asset restructuring of listed companies
Article 9 of the rules for the preparation and reporting of information disclosure refers to the calculation and disclosure of the rate of return and earnings per share of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 9 – net asset income number
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The State Council refers to the State Council of the people’s Republic of China
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council of the people’s Republic of China
NDRC refers to the development and Reform Commission of the people’s Republic of China
Ministry of finance means the Ministry of finance of the people’s Republic of China
National energy administration means the National Energy Administration of the people’s Republic of China
Tianjin SASAC
