600821: China Securities Co.Ltd(601066) verification opinions on Shanghai Stock Exchange's inquiry letter on information disclosure of Nyocor Co.Ltd(600821) restructuring draft (SSE Gong Han [2021] No. 2979)

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Verification opinions on the inquiry letter on information disclosure of Nyocor Co.Ltd(600821) restructuring draft (SSE Gong Han [2021] No. 2979)

Listed company supervision department I of Shanghai Stock Exchange:

Nyocor Co.Ltd(600821) (hereinafter referred to as " Nyocor Co.Ltd(600821) ", "listed company" or "company") convened the 19th meeting of the 10th board of directors of the company on November 30, 2021, which deliberated and approved this major asset purchase (hereinafter referred to as "this transaction") ）And disclosed the relevant documents of the transaction on December 1, 2021. On December 13, 2021, the company received the inquiry letter on the information disclosure of Nyocor Co.Ltd(600821) restructuring draft (szgh [2021] No. 2979) (hereinafter referred to as the "inquiry letter"). China Securities Co.Ltd(601066) (hereinafter referred to as "independent financial adviser" and " China Securities Co.Ltd(601066) securities") as the independent financial adviser of this restructuring, we hereby act in accordance with the inquiry letter Explain and explain the problems involved, and issue the following verification opinions:

The words or abbreviations mentioned in this verification opinion have the same meaning as the words or abbreviations defined in the "interpretation" in the Nyocor Co.Ltd(600821) major asset purchase report (Draft).

Question 1. Draft disclosure, The company plans to acquire Heze Zhijing new energy Co., Ltd. in cash with RMB 138 million through agreement transfer (hereinafter referred to as Heze Zhijing or the target company) 90% equity. For Heze Zhijing, the acquisition is evaluated by the asset-based method. Taking June 30, 2021 as the base date, the book value of Heze Zhijing's net assets is determined to be 8.1193 million yuan, the evaluation value is 154 million yuan, and the appreciation rate is 1793.26%. Among them, the long-term equity investment in the target company is evaluated by the income method, and the long-term equity investment is estimated by the income method The book value is 81.4 million yuan, the appraisal value is 227 million yuan, the appraisal value-added is 146 million yuan, the appreciation rate is 178.87%, and the discount rate is 7.52%. At the same time, in the 12 months before the reorganization, the listed companies had a number of transactions to acquire new energy power generation projects. The company is requested to make supplementary disclosure: (1) in combination with the acquisition of the same type of assets in the previous period, explain whether there is any difference and rationality between the valuation, selection of relevant parameters and the previous acquisition; (2) The reason and rationality of the substantial appreciation of the subject company in this appraisal, combined with the value basis and rationality of relevant appraisal parameters such as discount rate and the situation of comparable companies in the same industry, explain whether the current appraisal is significantly higher than the average level in the same industry. Please give your opinions to the financial consultant and appraiser.

1、 Question reply

(i) In combination with the acquisition of the same type of assets in the previous period, explain whether there is any difference and rationality between the valuation, selection of relevant parameters and the acquisition in the previous period.

Since 2021, listed companies have acquired many new energy power station project companies or holding companies. The relevant acquisition cases and the evaluation overview of this reorganization are as follows:

Sequence target assets - net asset book valuation of the holding company (10000 target assets - net asset book valuation of the corresponding project company (10000 appraisal value-added No. holding company appraisal conclusion face value yuan) appraisal value-added rate project company project capacity appraisal benchmark date project type appraisal conclusion face value yuan) rate

Selection method selection method

Caifeng Silk Road, Mulei County

1 silk road wind power Co., Ltd. 200mw2020 / 12 / 31 wind power generation income method 14376.3914856.053 34% Limited