Guohao law firm (Beijing)
About Nyocor Co.Ltd(600821)
Purchase of major assets
of
Supplementary legal opinion
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Guohao law firm (Beijing)
About Nyocor Co.Ltd(600821)
Supplementary legal opinion on major asset purchase
Guo Hao Jing Zheng Zi [2021] No. 0695 to: Nyocor Co.Ltd(600821)
According to the legal service agreement signed between the exchange and Nyocor Co.Ltd(600821) , the exchange accepts the entrustment of Nyocor Co.Ltd(600821) to act as the special legal adviser for this transaction.
Our lawyers have complied with the provisions of relevant laws, regulations and normative documents and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The legal opinion of Guohao law firm (Beijing) on the purchase of Nyocor Co.Ltd(600821) major assets (hereinafter referred to as the "legal opinion") was issued. In view of the inquiry letter on information disclosure of Nyocor Co.Ltd(600821) restructuring draft (szgh [2021] No. 2979) (hereinafter referred to as the "inquiry letter") issued by Shanghai Stock Exchange, our lawyers The lawyer of the issuer shall verify the relevant legal issues involved in the relevant issues to be explained and issue this supplementary legal opinion.
Section 1 matters declared by lawyers
In order to issue this supplementary legal opinion, our lawyer declares as follows:
(i) In accordance with the provisions of the securities law, the practice measures, the practice rules and other regulations and the facts occurring or existing before the issuance date of this supplementary legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this supplementary legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
（2） In order to issue this supplementary legal opinion, our lawyers have verified the originals, copies or copies of documents and materials related to the issuance of this supplementary legal opinion provided by Nyocor Co.Ltd(600821) and other relevant parties, and have conducted necessary verification and verification on relevant issues. Nyocor Co.Ltd(600821) and other relevant parties have made the following guarantees: they are on Nyocor Co.Ltd(600821) The copies or copies of documents and materials provided by this exchange are consistent with the original or original, and the signatures and seals of such documents and materials are true, and the signatories of such documents and materials are legally authorized; It guarantees that the relevant information provided for this exchange is true, accurate and complete without false records, misleading statements or major omissions, and shall bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
（3） For the facts related to the issuance of this supplementary legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, other relevant institutions or relevant parties to issue this supplementary legal opinion.
（4） The lawyer of our firm only works with Nyocor Co.Ltd(600821) Express opinions on legal issues related to this major asset purchase, but not on professional matters such as accounting, audit, asset evaluation and internal control. The reference in this supplementary legal opinion to the data and conclusions in the relevant audit report, capital verification report, asset evaluation report and audited financial report does not mean that the exchange or its lawyers make any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The firm and its lawyers are not properly qualified to verify and evaluate such data and conclusions.
（5） This supplementary legal opinion is a supplement to the original legal opinion. In case of any inconsistency, this supplementary legal opinion shall prevail.
（6） Unless otherwise specified, the meanings of the terms in this supplementary legal opinion are the same as those in the original legal opinion and other documents issued by our lawyers.
（7） Our lawyers agree to submit this supplementary legal opinion as a necessary legal document for the issuer's major asset purchase together with other materials, and bear responsibility for this supplementary legal opinion according to law; this supplementary legal opinion is only for the purpose of the issuer's major asset purchase, and shall not be used for any other purpose.
（8） This supplementary legal opinion is only for Nyocor Co.Ltd(600821) the purpose of this major asset purchase and shall not be used for any other purpose.
Section II main body
Question 6. The draft discloses that the subject company has not obtained the land use certificate for some plots of land, and the Ministry
The property right certificate has not been handled for the sub buildings. Please check the current property rights of houses and buildings of the company with parallel indicators
For the project with defective land use right, the assets and amount involved in the above project and the proportion of the target company
Proportion, indicating whether the relevant defects have a material obstacle to the transfer of ownership of the target company and the subsequent normal operation, so as to
And relevant countermeasures. Financial advisers and lawyers are invited to express their opinions.
reply:
According to the audit report, evaluation report and project data provided by the subject company, as of the end of this year
On the issuance date of the supplementary legal opinion, the subject company is a shareholding company and does not own any real estate or construction land
Land use right, the "Mudan District 50MW (phase I) wind power generation project" operated by Heze Xinfeng, its wholly-owned subsidiary
The land and houses of the project have not completed the ownership certificate, and the land has been pre examined and meets the requirements
At present, the approval procedures for construction land are being handled, which can be completed after obtaining the certificate of state-owned construction land use right
Handle the registration of house ownership, and replace the real estate listing the area of state-owned construction land and the area of houses and buildings
Warrant.
As of the date of issuance of this supplementary legal opinion, the situation of fresh air land and houses in Heze, as well as such land
The book value of the land and real estate on June 30, 2021 and the proportion in the assets of the target company are as follows:
Below:
(i) Land occupation of wind turbine, booster station and management area
No. land occupation proportion of land occupation area in the total book value (yuan) of the subject company's asset project on June 30, 2021
11# fan: 0.62 mu in Zhitang village, Gaozhuang town
22# fan: 0.62 mu in Zhitang village, Gaozhuang town
33# fan 0.62 mu in Fuzhuang village, Gaozhuang town
44# fan: 0.62 mu in Yuanguai village, Gaozhuang town
55# fan 0.62 mu in yuandui village, Gaozhuang town
66# fan: 0.62 mu, Songzhuang village, Xiaoliu Town, 6589040.091 48%
77# fan 0.62 mu in Gengzhuang village, Gaozhuang town
88# fan 0.62 mu in Beitou village, Gaozhuang town
99# fan 0.62 mu in Fuzhuang village, Gaozhuang town
1010# fan 0.62 mu in Gengzhuang village, Gaozhuang town
1111# fan 0.62 mu in caoluo village, Gaozhuang town
1212# fan: 0.62 mu in Zhaozhuang village, Gaozhuang town
1313# fan 0.62 mu in Gengzhuang village, Gaozhuang town
1414# fan 0.62 mu in Qianwang Garden Village, Xiaoliu town
1515# fan 0.62 mu in Quantou village, Gaozhuang town
1616# fan: 0.62 mu in Zhangzhuang village, Xiaoliu town
1717# fan Houwang Garden Village, Xiaoliu Town, 0.62 Mu
1818# fan: 0.62 mu in Dongtou village, Gaozhuang town
1919# fan 0.62 mu in Nantou village, Gaozhuang town
2020 # fan: 0.62 mu in Jialou village, Gaozhuang town
Total 12.4 Mu
(about 0.8267 HA)
21 booster station and 0.5726 hectares in the south of guangaozhuang town
Land occupation of management area
After verification, the generator unit of 50MW (phase I) wind power generation project in Heze Xinfeng Mudan District covers an area of about 0.8267 hectares, which does not exceed the "wind turbine structure land area of 0.832 hectares" approved in the preliminary review opinions of land use; the booster station and management area cover an area of 0.5726 hectares, which is in line with the preliminary review opinions of land use.
（2） Building conditions
No. name of building the proportion of the building area to the total book value (yuan) of the subject company on June 30, 2021
1 electrical building 479.00 M2
2 living building, 443.20 ㎡ in the south of Gaozhuang Town, 3175094.110 712%3 spare parts warehouse 158.00m2
4. Comprehensive water pump room 60.16 ㎡
After verification, the above land use right of Heze Xinfeng is within the total land area of 1.4046 hectares approved by Heze administrative examination and approval service bureau and natural resources bureau, but the ownership certificate of land use right is still in the process of processing, and its house and building ownership certificate can be handled only after obtaining the land use right certificate.
Our lawyers believe that although Heze Xinfeng construction land has not obtained the state-owned construction land use certificate, its land has been pre examined and conforms to the plan. The defect that it has not obtained the ownership certificate will not materially hinder the transfer of ownership and subsequent normal operation of the target company; Moreover, because the book value of such land, houses and buildings accounts for a small proportion of their total assets, it has also been agreed in the equity transfer agreement that the counterparty will bear the compensation obligation for the possible losses due to the use of Heze Xinfeng land. Therefore, Heze Xinfeng's use of such land has not had a significant impact on its production and operation and will not constitute a substantive obstacle to this transaction.
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