Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) place of listing: Shanghai Stock Exchange Nyocor Co.Ltd(600821)
Report on major asset purchase (Draft)
(Revised Version)
No. address or mailing address of the counterparty
1 Yu Yingnan, Wanghu Road, Heping District, Shenyang*******
Independent financial advisor
December, 2001
statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. 1、 Statement of listed company
The company and all members of the board of directors guarantee that the contents of this report are true, accurate and complete, and bear individual or joint legal liabilities for false records, misleading statements or major omissions in this 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 suspected false records, misleading statements or major omissions in 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 by 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 relevant examination and approval authorities. 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 in the company’s operation and income; The investor shall be responsible for the investment risk arising from this transaction.
If investors have any questions about this 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 information and documents related to this transaction to the listed company and intermediaries providing audit, evaluation, legal and financial consulting services 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 relevant laws, administrative regulations, departmental rules, normative documents and relevant provisions of 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 promise that the documents issued in connection with this transaction are free from false records, misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions, the securities service institution fails to exercise due diligence The agency will bear corresponding legal responsibilities.
catalogue
interpretation…… eight
1、 General terms eight
2、 Technical terms 9. Tips on major events eleven
1、 Overview of this transaction plan eleven
2、 This transaction does not constitute a connected transaction twelve
3、 This transaction constitutes a major asset reorganization and does not constitute a reorganization and listing twelve
4、 The impact of this restructuring on listed companies fourteen
5、 Approval procedures to be performed for the implementation of this transaction plan fifteen
6、 Important commitments made by the parties involved in this transaction sixteen
7、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization VIII. 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 twenty
9、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring twenty
10、 Securities business qualification of independent financial adviser for this transaction 24 major risk tips twenty-five
1、 Risks related to this transaction twenty-five
2、 Risks related to the subject company twenty-six
3、 Risks related to the listed company after this transaction thirty
4、 Other risks Section 1 overview of this transaction thirty-two
1、 Background and purpose of this transaction thirty-two
2、 The specific scheme of this transaction thirty-three
3、 This transaction does not constitute a connected transaction thirty-seven
4、 This transaction constitutes a major asset reorganization and does not constitute a reorganization and listing thirty-seven
5、 The impact of this restructuring on listed companies thirty-nine
6、 Approval procedures to be performed for the implementation of this transaction plan forty
1、 Basic information forty-one
2、 Establishment, listing and previous changes in share capital of the company forty-one
3、 Controlling shareholders and actual controllers forty-eight
4、 Changes in control of the company in the last 60 months and major asset restructuring in the last three years fifty
5、 Main business development and main financial indicators of the company fifty-two
6、 Compliance of listed companies Section 3 basic information of the counterparty fifty-five
1、 Basic information of counterparty fifty-five
2、 Description of other matters Section IV basic information of the subject assets fifty-eight
1、 Basic information fifty-eight
2、 History fifty-eight
3、 Property control relationship fifty-nine
4、 Ownership status of major assets, external guarantees, major liabilities and contingent liabilities sixty-two
5、 Administrative punishment, major litigation, arbitration, etc seventy-one
6、 Main business development seventy-three
7、 Main financial data and financial indicators for the last two years eighty-two
8、 Relevant instructions when the assets to be purchased are equity eighty-three
9、 Evaluation or valuation related to transactions, capital increase or restructuring in the last three years eighty-four
10、 Main business qualification and approval items eighty-four
11、 Accounting policies and related accounting treatment during the reporting period Section V appraisal of subject assets ninety-one
1、 Overview of the appraisal of the underlying assets ninety-one
2、 Basic situation of Heze Zhijing evaluation ninety-one
3、 Basic situation of Heze fresh air assessment ninety-five
4、 Opinions of the board of directors of the listed company on the evaluation of this transaction V. opinions of independent directors of listed companies on the independence of the evaluation institution, the rationality of assumptions and the fairness of transaction pricing one hundred and twenty-nine
6、 Compared with the previous acquisition, the valuation and selection of relevant parameters are consistent and reasonable one hundred and thirty
7、 The reason and rationality of value-added in this appraisal Section VI main contents of this transaction contract one hundred and forty-five
1、 The main contents of the letter of intent for acquisition one hundred and forty-five
2、 The main contents of the equity transfer agreement Section VII transaction compliance analysis one hundred and fifty
1、 This transaction complies with the provisions of Article 11 of the reorganization management measures one hundred and fifty
2、 The provisions of Article 13 of the reorganization management measures are not applicable to this transaction 156 III. clear opinions of independent financial advisers and lawyers on whether the transaction is in line with the reorganization management measures 156 Section VIII management discussion and Analysis one hundred and fifty-seven
1、 The financial status and operating results of the listed company before this transaction one hundred and fifty-seven
2、 Industry characteristics, industry status and competition of the target company one hundred and sixty-two
3、 Discussion and analysis of the operation of the subject company one hundred and seventy-three
4、 The impact of this transaction on listed companies 188 section IX Financial and accounting information one hundred and ninety-six
1、 Financial information of the subject asset for the last two years one hundred and ninety-six
2、 After the completion of this transaction, the listed company prepares for financial and accounting information 198 section 10 horizontal competition and related party transactions two hundred and four
1、 Horizontal competition two hundred and four
2、 Related party transactions 205 section Xi risk factors two hundred and eleven
1、 Risks related to this transaction two hundred and eleven
2、 Risks related to the subject company two hundred and twelve
3、 Risks related to the listed company after this transaction two hundred and sixteen
4、 Other risks 216 section XII other important matters 218 1. After the completion of this transaction, whether the funds and assets of the listed company are occupied by the actual controller or other related persons; Whether the listed company provides guarantee for the actual controller or other related persons 218 2. Whether the liability structure of the listed company is reasonable and whether there is a significant increase in liabilities (including contingent liabilities) due to this transaction…… 218
3、 Asset transactions of Listed Companies in the last 12 months and their relationship with this transaction two hundred and eighteen
4、 The impact of this transaction on the governance mechanism of listed companies 218 v. the cash dividend policy and corresponding arrangements of the listed company after the transaction, and the explanation of the board of directors on the above situation two hundred and eighteen
6、 The self inspection of the relevant subjects involved in this transaction on the trading of shares of listed companies 223 VII. Explanation on whether the stock price fluctuation of listed companies meets the relevant standards in Article 5 of “Document No. 128” before the disclosure of stock price sensitive major information 8. The relevant entities and securities service institutions of this transaction are not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies two hundred and twenty-five
9、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring two hundred and twenty-six
10、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization Section 13 opinions of independent directors and securities service institutions on this transaction two hundred and thirty-one
1、 Opinions of independent directors two hundred and thirty-one
2、 Opinion of independent financial advisor two hundred and thirty-two
3、 Opinion of legal counsel 233 section 14 securities service institutions related to this transaction two hundred and thirty-four
1、 Independent financial advisor two hundred and thirty-four
2、 Legal counsel two hundred and thirty-four
3、 Auditor two hundred and thirty-four
4、 Asset appraisal agency 235 section XV representations and commitments two hundred and thirty-six
1、 All directors of the listed company declare that two hundred and thirty-six
2、 All supervisors of the listed company declare that two hundred and forty-three
3、 All senior managers of the listed company declare that two hundred and forty-six
4、 Statement of the independent financial adviser two hundred and forty-seven
5、 The legal counsel declares that two hundred and forty-eight
6、 Auditor’s statement two hundred and forty-nine
7、 The asset appraisal agency declares that 250 section 16 documents for future reference two hundred and fifty-one
1、 Documents for future reference two hundred and fifty-one
2、 Location for future reference two hundred and fifty-one
interpretation
In 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 / Heze Zhijing refers to Heze Zhijing new energy Co., Ltd
Target company / project company / Heze refers to Heze Xinfeng Energy Technology Co., Ltd
Fresh air
The underlying assets refer to 90% equity of Heze Zhijing
Guokai new energy
