Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) place of listing: Shanghai Stock Exchange Nyocor Co.Ltd(600821)
Summary of major asset purchase report (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 purpose of the summary of the report on major asset restructuring is only to provide the public with a brief information about the restructuring, and does not include all parts of the full text of the report on major asset restructuring. The full text of the report on major asset restructuring is also published on the website of Shanghai Stock Exchange (www.sse. Com.. CN); the reference method of documents for future reference is: Nyocor Co.Ltd(600821) .
The company and all members of the board of directors guarantee the authenticity, accuracy and completeness of the report on major asset restructuring and its summary, and shall be jointly and severally liable for the false records, misleading statements or major omissions in the report and its summary.
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of the summary of this report. 1、 Statement of listed company
The company and all members of the board of directors guarantee that the contents of the report are true, accurate and complete, and bear individual or joint legal liabilities for false records, misleading statements or major omissions in the 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 the report, they should consult their own stockbroker, lawyer, professional accountant 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…… four
1、 General terms four
2、 Technical terms 5. Tips on major issues seven
1、 Overview of this transaction plan seven
2、 This transaction does not constitute a connected transaction eight
3、 This transaction constitutes a major asset reorganization and does not constitute a reorganization and listing eight
4、 The impact of this restructuring on listed companies ten
5、 Approval procedures to be performed for the implementation of this transaction plan eleven
6、 Important commitments made by the parties involved in this transaction twelve
7、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization 16 VIII. The controlling shareholders of the listed company and their persons acting in concert, directors, supervisors and senior managers shall be re elected from this meeting
Share reduction plan from the date of announcement of the group report to the completion of implementation sixteen
9、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring sixteen
10、 Securities business qualification of independent financial adviser for this transaction 20 major risk tips twenty-one
1、 Risks related to this transaction twenty-one
2、 Risks related to the subject company twenty-two
3、 Risks related to the listed company after this transaction twenty-six
4、 Other risks Section 1 overview of this transaction twenty-eight
1、 Background and purpose of this transaction twenty-eight
2、 The specific scheme of this transaction twenty-nine
3、 This transaction does not constitute a connected transaction thirty-three
4、 This transaction constitutes a major asset reorganization and does not constitute a reorganization and listing thirty-three
5、 The impact of this restructuring on listed companies thirty-five
6、 Approval procedures to be performed for the implementation of this transaction plan thirty-six
interpretation
In the summary of 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 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
Restructuring report / report / this report refers to the report on Nyocor Co.Ltd(600821) major asset purchase (Draft) (revised version of the report)
Summary of reorganization report / report refers to the summary of Nyocor Co.Ltd(600821) major asset purchase report (Draft) / summary of this report (Revised)
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)
Legal opinion refers to the legal opinion of Guohao law firm (Beijing) on the purchase of Nyocor Co.Ltd(600821) major assets
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 KPMG Huazhen zhuanzi No. 2101368 Nyocor Co.Ltd(600821) source share report issued by KPMG refers to the reference consolidated financial statements and review report of the company for 2020 and the six months ended June 30, 2021
China Securities Co.Ltd(601066) / independent financial advisor refers to China Securities Co.Ltd(601066)
Guohao law firm / legal adviser refers to Guohao law firm (Beijing)
KPMG / Auditor means KPMG Huazhen Certified Public Accountants (special general partnership)
Zoomlion appraisal / appraisal institution refers to Zoomlion asset appraisal group Co., Ltd
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public – major asset restructuring of listed companies
Article 9 of the rules for the preparation of information disclosure refers to the calculation and disclosure of the rate of return and earnings per share of the rules for the preparation of information disclosure of companies offering securities to the public No. 9 – net asset income number
Listing Rules refer to the Listing Rules of Shanghai Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The State Council means the State Council of the people’s Republic of China
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council of the people’s Republic of China
NDRC refers to the development and Reform Commission of the people’s Republic of China
Ministry of finance means the Ministry of finance of the people’s Republic of China
National energy administration means the National Energy Administration of the people’s Republic of China
Tianjin SASAC refers to the state owned assets supervision and Administration Commission of Tianjin Municipal People’s government
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
The reporting period / two years and one period refer to 2019, 2020 and January June 2021
The end of each reporting period refers to December 31, 2019
