China Securities Co.Ltd(601066)
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Nyocor Co.Ltd(600821) purchase of major assets
Independent financial advisor Report
(Revised Version)
Independent financial advisor
December, 2021
Statement and commitment of the independent financial adviser
China Securities Co.Ltd(601066) accepted the entrustment of the Nyocor Co.Ltd(600821) board of directors to act as an independent financial adviser for the Nyocor Co.Ltd(600821) major asset purchase.
The independent financial adviser’s report is prepared in accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the reorganization management measures, Standard No. 26 and the listing rules, and in accordance with the reorganization report and the relevant materials and commitments provided by the counterparty.
In accordance with the recognized business norms in the industry, in the spirit of honesty, trustworthiness and diligence, following the principles of independence, objectivity and impartiality, and on the basis of carefully reviewing the relevant materials provided by all parties and fully understanding the transaction behavior, the independent financial adviser issued the verification opinions on the restructuring report, in order to make an independent Objective and fair evaluation for Nyocor Co.Ltd(600821) all shareholders and public investors. 1、 The independent financial advisor makes the following statement
1. The independent financial advisor has no other interest relationship with Nyocor Co.Ltd(600821) and its counterparty, and the relevant opinions expressed on this exchange are completely independent.
2. The independent financial advisor has conducted due diligence on the facts on which the independent financial advisor’s report is issued, and has sufficient reasons to believe that there is no material difference between the opinions expressed in the independent financial advisor’s report and the contents disclosed by the listed company and the counterparty;
3. The information on which the independent financial adviser’s opinion is based is provided by the trading parties involved in the exchange. All trading parties have issued commitments to ensure the authenticity, accuracy and integrity of the information provided, and there are no false records, misleading statements or major omissions, and are responsible for the authenticity, accuracy and completeness of the information provided Accuracy and completeness shall bear individual and joint legal liabilities. The independent financial advisor does not assume any risk liability arising therefrom.
4. This verification opinion does not constitute any investment suggestion or opinion on Nyocor Co.Ltd(600821) , and the independent financial adviser shall not bear any responsibility for the risks arising from any investment decision made by the investor according to this verification opinion.
5. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the verification opinion and make any explanation or explanation for the verification opinion.
6. The independent financial adviser requests all shareholders and public investors of Nyocor Co.Ltd(600821) to carefully read the full text of relevant resolutions, announcements and documents disclosed by Nyocor Co.Ltd(600821) on this transaction.
2、 The independent financial advisor makes the following commitments
1. The independent financial advisor has performed due diligence obligations in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty.
2. The independent financial adviser has fully verified the documents of this transaction disclosed by the listed company and the counterparty who has signed the agreement, and is sure that the content and format of the disclosed documents meet the requirements.
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan issued by the listed company complies with laws, regulations and relevant provisions of CSRC and Shanghai Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
4. The independent financial advisor’s opinions on this transaction have been submitted to the independent financial advisor’s core organization for review, and the core organization agrees to issue this professional opinion.
5. The independent financial advisor has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
6. The independent financial advisor and handling personnel have no interest relationship with the listed company and all parties to the transaction. The relevant opinions issued by the independent financial advisor on the transaction are completely independent.
catalogue
interpretation…… 6 I. General terms 6 II. Technical terms 7 tips on major issues 9 I. overview of the transaction plan 9 II. This transaction does not constitute a connected transaction 10 III. this transaction constitutes a major asset reorganization and does not constitute a reorganization and listing IV. impact of this restructuring on listed companies 12 v. approval procedures to be performed for the implementation of this transaction plan Vi. important commitments made by relevant parties of this transaction 14 VII. Principled opinions of the controlling shareholders of the listed company and those acting in concert on the reorganization 18. 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 IX. arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 18 X. securities business qualification of independent financial adviser for this transaction 22 major risk tips 23 I. risks related to this transaction 23 II. Risks related to the subject company 24 III. related risks of listed companies after this transaction 28 IV. other risks Section I overview of this transaction 30 I. background and purpose of this transaction 30 II. Specific scheme of this transaction 31 III. this transaction does not constitute a connected transaction 35 IV. this transaction constitutes a major asset reorganization and does not constitute a reorganization and listing 35 v. impact of this restructuring on listed companies 37 VI. approval procedures to be performed for the implementation of this transaction plan thirty-eight
1、 Basic information 39 II. Establishment, listing and previous changes in share capital of the company 39 III. controlling shareholders and actual controllers 46 IV. changes in control of the company in the last 60 months and major asset restructuring in the last three years 48 v. main business development and main financial indicators of the company 50 VI. compliance of listed companies Section III basic information of counterparties 53 I. Basic information of the counterparty 53 II. Description of other matters Section IV basic information of the subject assets 56 I. Basic Information 56 II. Historical evolution 56 III. property right control relationship 57 IV. ownership of main assets, external guarantee, main liabilities and contingent liabilities V. administrative punishment, major litigation, arbitration, etc 69 VI. development of main business 71 VII. Main financial data and financial indicators for the last two years VIII. Relevant instructions when the assets to be purchased are equity IX. evaluation or valuation related to transactions, capital increase or restructuring in the last three years 81 X. main business qualifications and approval items 82 Xi. Accounting policies and relevant accounting treatment during the reporting period Section V appraisal of subject assets 89 I. overview of the subject assets appraisal 89 II. Basic information of Heze Zhijing evaluation 89 III. basic information of Heze fresh air assessment IV. 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 Vi. the valuation and selection of relevant parameters are consistent and reasonable compared with the previous acquisition one hundred and thirty
7、 The reason and rationality of value-added in this appraisal Section VI main contents of this transaction contract 144 I. main contents of the letter of intent for acquisition 144 II. Main contents of the equity transfer agreement Section VII verification opinions of the independent financial adviser 149 I. basic assumptions 149 II. Compliance analysis of this transaction 149 III. basis for pricing this transaction and analysis of fairness and rationality 155 IV. rationality analysis of this transaction evaluation 157 v. analysis of the impact of this transaction on the financial status and profitability of the listed company 158 VI. analysis of other impacts of this transaction on listed companies 161 VII. Analysis of asset delivery arrangements 167 VIII. This transaction does not constitute a connected transaction IX. feasibility and rationality analysis of compensation arrangement for this transaction 10. This transaction complies with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business 169 Xi. About the trading of shares of listed companies by relevant subjects involved in this transaction 169 Section VIII core opinions and concluding observations of the independent financial adviser 172 I. internal audit procedures and core opinions of independent financial advisers 172 II. Concluding comments of the independent financial advisor on this transaction one hundred and seventy-three
interpretation
In this independent financial adviser’s report, unless the context otherwise requires, the following abbreviations have the following meanings: I. General terms
Company / listed company / Nyocor Co.Ltd(600821) refers to Nyocor Co.Ltd(600821) , stock abbreviation ” Nyocor Co.Ltd(600821) “, stock code “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 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 of Jincheng capital
Jinrong Guoxin refers to Tianjin Jinrong Guoxin Capital Management Co., Ltd., which is a wholly-owned subsidiary of Jincheng capital holding subsidiary
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
State Grid Heze company refers to Heze Power Supply Company of State Grid Shandong electric power 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 90% equity of Heze Zhijing held by the counterparty by cash payment / this restructuring
This report / independent financial adviser report refers to the independent financial adviser report on China Securities Co.Ltd(601066) reporting major asset purchase (Revised Version)
Restructuring report refers to the report on Nyocor Co.Ltd(600821) major asset purchase (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 lease contract refers to the financial lease contract (No.) signed by Heze Zhijing and CGN leasing
Ncl19a032) and financial lease contract (No. ncl19a032-2)
Audit report of the subject company / refers to the audit report of KPMG huazhenshen Zi No. 2105324 issued by KPMG
audit report
Subject asset appraisal report / Zhonglian pingbao Zi [2021] No. 3197 Guokai new energy technology asset 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 refers to the report issued by KPMG
