Stock Code: Nyocor Co.Ltd(600821) stock abbreviation: Nyocor Co.Ltd(600821) Nyocor Co.Ltd(600821) materials of the second extraordinary general meeting of shareholders in 2022 March 2022
catalogue
Notes to the meeting three
Agenda four
Meeting proposal five
Motion 1: five
Proposal on the company meeting the conditions for major asset restructuring five
Motion 2: six
Proposal on the company's major asset purchase plan six
Motion 3: eight
Proposal on Nyocor Co.Ltd(600821) major asset purchase report (Draft) and its summary eight
Motion 4: nine
Proposal that this transaction does not constitute a connected transaction nine
Motion 5: ten
Proposal that this transaction does not constitute the circumstances specified in Article 13 of the measures for the administration of major asset restructuring of listed companies
...... ten
Motion 6: eleven
Discussion on the compliance of this transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Case eleven
Motion 7: thirteen
Proposal on this transaction meeting the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies thirteen
Motion 8: fourteen
As for the relevant subjects of this transaction, there is no regulation on strengthening the 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 fifteen
Motion 9: sixteen
On the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis, the correlation between the appraisal method and the appraisal purpose, and the appraisal pricing public
Permissive motion sixteen
Motion 10: twenty
On Approving the audit report, asset evaluation report and review report of consolidated financial statements for reference related to this major asset reorganization
The motion of the report twenty
Motion Xi: twenty-one
Proposal on signing a conditional equity transfer agreement with the counterparty twenty-one
Motion 12: twenty-two
Proposal on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted twenty-two
Motion 13: twenty-three
The fluctuation of stock price meets the requirements of Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties
Proposal on standards twenty-three
Motion 14: twenty-four
Proposal on diluting the immediate return and filling the return measures for this major asset purchase twenty-five
Motion 15: twenty-five
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction with full power twenty-six
Notice of meeting
In order to ensure that all shareholders and their representatives exercise their rights according to law and ensure the normal order and efficiency of the general meeting of shareholders, please abide by the following instructions:
1、 Those attending the on-site meeting should turn their mobile phones to vibrate or turn off, follow the arrangement of the staff of the meeting and jointly maintain the normal order of the shareholders' meeting.
2、 The chairman of the meeting will arrange shareholders and their representatives to speak and ask questions according to the situation of the meeting, and organize relevant personnel of the company to answer the questions raised by shareholders and their representatives.
3、 The meeting adopts a combination of on-site open voting and online voting. 4、 The proposals 1-15 considered at this meeting are special resolution proposals, which can be adopted only if more than 2 / 3 of the shareholders with voting rights present at this meeting vote in favor.
5、 All shareholders and shareholders' representatives attending the on-site meeting are requested to vote on all proposals of this meeting one by one, and choose any one of "agree", "oppose" and "abstain" after the proposal. The selection method shall be subject to "√" in the space corresponding to the selected item. If the voting of shareholders or shareholders' representatives does not meet the above requirements, it will be deemed as abstention.
6、 Shareholders and shareholders' representatives attending the meeting through online voting can exercise their voting rights through the trading system of Shanghai stock exchange during 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 7, 2022.
Agenda of the meeting
1、 Meeting time, place and voting method
(I) meeting time: 14:00, March 7, 2022
(II) Venue: conference room on the third floor, No. 10, Xinxing East Lane, Xicheng District, Beijing (III) method: combination of on-site voting and online voting II. Meeting agenda
(I) participants sign in, receive meeting materials, and shareholders register their speeches; (II) the host announces the commencement of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of votes held;
(III) to elect two tellers and one scrutineer;
(IV) review the proposals of the meeting item by item;
(V) speeches and questions of shareholders and their agents attending the meeting;
(VI) shareholders attending the meeting and their proxies vote on various proposals;
(VII) make statistics of on-site voting and read out the voting results;
(VIII) witness the lawyer's legal opinion on the meeting;
(IX) the moderator declares the meeting closed.
Meeting proposal
Proposal 1:
Proposal on the company meeting the conditions for major asset restructuring
Dear shareholders
According to the strategic planning and business development needs of Nyocor Co.Ltd(600821) (hereinafter referred to as "the company"), the wholly-owned subsidiary Nyocor Co.Ltd(600821) Technology Co., Ltd. of the company plans to acquire 90% equity of Heze Zhijing new energy Co., Ltd. (hereinafter referred to as "Heze Zhijing" or "target company"), Heze Zhijing wholly owns Heze Xinfeng Energy Technology Co., Ltd. (hereinafter referred to as "project company" and "target company").
According to the measures for the administration of major asset restructuring of listed companies, the above transactions will constitute major asset restructuring (hereinafter referred to as "this transaction" or "this restructuring"). In combination with the relevant provisions of laws, regulations and normative documents such as 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 major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and in comparison with the conditions for major asset restructuring of the company, After careful self-examination and demonstration of the actual situation and related matters of the company, the company believes that this transaction meets the conditions of major asset restructuring.
This proposal has been deliberated and adopted at the 19th meeting of the 10th board of directors of the company, and is hereby submitted to the general meeting of shareholders for deliberation and voting.
Proposal 2:
Proposal on the company's major asset purchase plan
Dear shareholders
According to the measures for the administration of major asset restructuring of listed companies, the company triggered major asset restructuring. The specific plan for this major asset purchase is as follows:
1. Overall plan of this transaction
Nyocor Co.Ltd(600821) Technology Co., Ltd., 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 grandson of the listed company, and the listed company will indirectly hold 90% of the equity of Heze Zhijing through Nyocor Co.Ltd(600821) Technology Co., Ltd. 2. Counterparty
The counterparty of this transaction is natural person Yu Yingnan.
3. Subject matter of transaction
The subject matter of this transaction is 90% equity of Heze Zhijing.
4. 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 Nyocor Co.Ltd(600821) 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.
5. 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 1537193 million yuan, and the appraisal value of 90% equity of Heze Zhijing of the corresponding subject asset is 1383474 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 945423 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 the newly paid in capital of Yu Yingnan, Nyocor Co.Ltd(600821) Technology Co., Ltd. shall adjust the equity consideration price accordingly according to the amount confirmed by audit. Based on this, the transaction price of 90% equity of Heze Zhijing, the target company, was increased by 850881 million yuan, or 2234355 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.
6. Source of funds for the transaction
This transaction is a cash acquisition. The company's wholly-owned subsidiary Nyocor Co.Ltd(600821) Technology Co., Ltd. will pay with its own funds according to the transaction progress and the agreement.
7. Performance commitment compensation arrangement
There is no performance commitment compensation arrangement for this transaction.
8. Validity of the 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.
This proposal has been deliberated and adopted at the 19th and 22nd meetings of the 10th board of directors of the company, and is hereby submitted to the general meeting of shareholders for deliberation and voting item by item.
Summary of the proposal on the purchase of major assets (III)
Dear shareholders
With regard to this transaction, the company, in accordance with the relevant provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, Prepared Nyocor Co.Ltd(600821) major asset purchase report (Draft) and its summary. For details, please refer to Nyocor Co.Ltd(600821) major asset purchase report (Draft) (Revised Version) and its summary disclosed by the company on the website of Shanghai Stock Exchange on February 19, 2022.
This proposal has been deliberated and adopted at the 19th and 22nd meetings of the 10th board of directors of the company, and is hereby submitted to the general meeting of shareholders for deliberation and voting.
Proposal 4:
Proposal that this transaction does not constitute a connected transaction
Dear shareholders
According to the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, Yu Yingnan, the counterparty of this transaction, has no related relationship with the company and Nyocor Co.Ltd(600821) Technology Co., Ltd. after the completion of this transaction, Yu Yingnan will not constitute the related party of the company and Nyocor Co.Ltd(600821) Technology Co., Ltd. Therefore, this transaction does not constitute a connected transaction, and all directors shall vote when the board of Directors considers relevant proposals.
This proposal has been deliberated and adopted at the 19th meeting of the 10th board of directors of the company, and is hereby submitted to the general meeting of shareholders for deliberation and voting.
Proposal 5: proposal that this transaction does not constitute the circumstances specified in Article 13 of the measures for the administration of major asset restructuring of listed companies
Dear shareholders
Before this transaction, the controlling shareholder of the company was Jinkai Enterprise Management Co., Ltd. (hereinafter referred to as "Jinkai enterprise management"), and the actual controller was Tianjin state owned assets supervision and Administration Commission. According to the transaction plan of this transaction, this major asset purchase does not involve the issuance of shares and will not lead to the change of the controlling shareholder and actual controller of the company. Article 13 the material assets reorganization does not constitute the material assets reorganization of the listed company.
When the proposal was deliberated and adopted at the 19th meeting of the 10th board of directors, the controlling shareholder of the company was Tianjin Jincheng state owned investment and Operation Co., Ltd. (hereinafter referred to as "Jincheng capital"). On December 21, 2021, Jincheng capital completed the transfer registration of transferring Nyocor Co.Ltd(600821) 189078638 tradable shares with limited sales conditions (accounting for 12.31% of the company's total share capital of 1536356503 shares) held by Jincheng capital to Jinkai enterprise management, a wholly-owned subsidiary of Jincheng capital, and Jinkai enterprise management became the controlling shareholder of the listed company.
This proposal is hereby submitted to the general meeting of shareholders for deliberation and voting.
Proposal 6: the proposal that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Dear shareholders
Based on the information provided by the relevant parties to this transaction and the due diligence of relevant intermediaries, the board of directors made a prudent judgment on whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, as follows: 1. The underlying assets of this transaction are the equity of the underlying company held by the counterparty. The company has disclosed in detail the matters related to the approval involved in this transaction in the Nyocor Co.Ltd(600821) major asset purchase report (Draft), and has given special tips on the risks that may not be approved.
2. The counterparty has legal and complete rights to the underlying equity, and there is no restriction or prohibition on transfer; There is a pledge on the equity of the target company subordinate to the subject company, which has been approved by the corresponding creditors and will not affect the implementation of this transaction. The subject company does not have any false capital contribution or affect its legal existence.
3. This transaction is conducive to improving the integrity of the assets of the listed company. After the completion of this transaction, the listed company will continue to remain independent in terms of personnel, procurement, production, sales and intellectual property rights.
