600821: Announcement on the reply to the inquiry letter on information disclosure of Nyocor Co.Ltd(600821) restructuring draft issued by Shanghai Stock Exchange

Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) Announcement No.: 2021-114 Nyocor Co.Ltd(600821)

Announcement on reply to the inquiry letter on information disclosure of Nyocor Co.Ltd(600821) restructuring draft issued by Shanghai Stock Exchange

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important risk tips:

1、 Financial lease debt transfer risk of the subject company

In this transaction, Yu Yingnan, the counterparty, Guokai new energy and CGN leasing jointly signed the debt transfer agreement. CGN leasing understood and agreed that Yu Yingnan transferred 90% of the equity of the target company to Guokai new energy and the change of the actual controller of the target company and the project company, and agreed that the target company and the project company signed the acquisition agreement, And sign or issue relevant legal documents for the subsequent transfer of such equity. In the creditor's rights transfer agreement, Guokai new energy made it clear that after the industrial and commercial change registration of the equity transfer of the target company is completed, it will transfer the creditor's rights of CGN leasing by itself or designate a third party, with a total principal balance of 396.5 million yuan, and the creditor's right transferee will pay all the creditor's rights transfer price to the designated account of CGN leasing.

If Guokai new energy and CGN leasing fail to reach an agreement on the prepayment arrangement of the above claims, Heze Xinfeng will continue to bear the repayment obligation of the above financial lease debts after the completion of delivery, and continue to generate repayment expenses and corresponding financial expenses under the interest rate agreed in the contract.

2、 Borrowing risk of related parties of the subject company

As of the end of the reporting period of this restructuring, the target company and its subsidiaries, as borrowers, borrowed a total of RMB 100.9639 million from related parties Liaoning power transmission and transformation and Jinzhou transformer, with no fixed term and an annual interest rate of 7.50%. After the completion of this transaction, as the target company becomes a subsidiary of the listed company, the above related party loans will become liabilities within the scope of the consolidated statements of the listed company. Although the principal and interest repayment subject is still the target company, it will increase the debt pressure of the consolidated caliber of the listed company to a certain extent, and bring certain debt repayment risk and interest expense increase risk to the listed company.

3、 Risk that the registered capital of the subject company is not fully paid in

The registered capital of the subject company is 49.99 million yuan, of which 15.74 million yuan has been paid in, and 34.25 million yuan has not been paid in. Due to the counterparty's own investment plan and capital arrangement, the subject company did not fully pay in capital contribution, and did not violate the provisions of the company law and the articles of association of the subject company. However, after the completion of this transaction, the listed company holds 90% of the equity of the target company through the wholly-owned subsidiary Guokai new energy, and the wholly-owned subsidiary of the listed company, Guokai new energy, as the shareholder holding 90% of the equity of the target company, has the obligation to contribute to the unpaid part of 90% of the capital contribution.

Nyocor Co.Ltd(600821) (hereinafter referred to as " Nyocor Co.Ltd(600821) ", "listed company" or "company") received the inquiry letter on information disclosure of Nyocor Co.Ltd(600821) restructuring draft (szgh [2021] No. 2979) (hereinafter referred to as "inquiry letter") issued by Shanghai Stock Exchange on December 13, 2021 ）, the company, together with the intermediary, implemented and replied to the questions listed in the inquiry letter one by one, and revised and supplemented the Nyocor Co.Ltd(600821) major asset purchase report (Draft) (hereinafter referred to as the "reorganization draft") and other documents in accordance with the requirements of the inquiry letter. (unless otherwise specified, the abbreviation in this reply has the same meaning as the abbreviation in the reorganization 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. I. reply to questions

(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