Yunnan Energy Investment Co.Ltd(002053) independent director
Independent opinions on matters related to the company’s non-public offering of shares in 2022
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”) As an independent director of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “listed company” and “company”), based on the provisions of laws, regulations and normative documents such as the rules for independent directors of listed companies, we express the following independent opinions on the company’s non-public offering plan and other related matters based on our independent judgment:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
According to the relevant provisions of laws, regulations and normative documents such as the management measures, implementation rules, etc., after self-examination and demonstration of the actual situation and relevant matters of the company item by item, we believe that the company meets the relevant provisions of current laws, regulations and normative documents on non-public offering of shares and meets the conditions for non-public offering of shares.
When the board of directors considered the proposal, the related directors avoided voting, and the voting procedures and voting results of the board of directors were legal and effective.
Therefore, we express our independent opinion that the company meets the conditions for non-public offering of shares,
2、 Independent opinions on the company’s non-public offering plan
The plan of the company’s non-public offering of shares is practical, conducive to the development of the company and in line with the long-term development objectives of the company and the interests of shareholders. The issuing object, pricing principle and subscription method are in line with the company law, securities law, administrative measures, implementation rules and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
When the board of directors considered the proposal, the related directors avoided voting, and the voting procedures and voting results of the board of directors were legal and effective.
Therefore, we express our independent opinions on the company’s non-public offering plan and agree to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the company’s non-public offering plan
The plan for this non-public offering of shares complies with the relevant provisions of the company law, the securities law, the management measures, the implementation rules and the articles of association, which is conducive to further enhance the profitability of the company, meet the requirements of the long-term and healthy development of the company and the interests of all shareholders.
When the board of directors considered the proposal, the related directors avoided voting, and the voting procedures and voting results of the board of directors were legal and effective.
Therefore, we express our independent opinions on the plan for this non-public offering of A-Shares and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
The feasibility analysis report on the use of the funds raised by this non-public offering is practical and in line with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. It is conducive to enhancing the company’s sustainable profitability and market competitiveness, which is in line with the interests of the company and all shareholders.
When the board of directors considered the proposal, the related directors avoided voting, and the voting procedures and voting results of the board of directors were legal and effective.
We unanimously agreed to prepare the feasibility analysis report on the use of funds raised by Yunnan Energy Investment Co.Ltd(002053) non-public development banks, and agreed to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on non-public offering of shares involving related party transactions
The issuing objects of the company’s non-public offering include the controlling shareholder Yunnan Energy Investment Group Co., Ltd. and the shareholder Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. holding more than 5% of the company’s shares. Therefore, the subscription of the shares of the non-public offering by the above issuing objects constitutes a connected transaction.
This connected transaction complies with the provisions of the company law, the securities law and other relevant laws, regulations, rules, normative documents and the articles of association. Related party transactions follow the principles of fairness, impartiality, voluntariness and good faith. The pricing principles and transaction methods comply with market rules, have no impact on the independence of listed companies, and there are no acts and circumstances that damage the rights and interests of shareholders, especially the rights and interests of minority shareholders.
When the board of directors considered the proposal, the related directors avoided voting, and the voting procedures and voting results of the board of directors were legal and effective.
Therefore, we express our independent opinions on the related party transactions involved in this non-public offering of shares and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the signing of the conditional share subscription agreement by the company
The terms and signing procedures of the conditional effective share subscription agreement comply with the provisions of national laws, regulations and other normative documents, are legal and effective, and do not harm the interests of the company and shareholders.
When the board of directors considered the proposal, the related directors avoided voting, and the voting procedures and voting results of the board of directors were legal and effective.
Therefore, we express our independent opinions on the proposal for the company to sign the conditional effective share subscription agreement, and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the commitment of the company and relevant entities to take filling measures for the diluted immediate return of non-public offering of shares
The company’s analysis of the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures to fill in the return, as well as the commitments made by the company’s controlling shareholders, directors and senior managers to fill in the return, meet the requirements of the company’s actual operation and sustainable development, are reasonable and feasible, and are conducive to protecting the legitimate rights and interests of investors, There is no situation that damages the interests of the company or all shareholders.
Therefore, we express our independent opinions on the diluted immediate return and filling measures of the non-public offering of shares and the commitment of the controlling shareholders, directors and senior managers to take filling measures for the diluted immediate return of the non-public offering of shares, and agree to submit it to the shareholders’ meeting of the company for deliberation.
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(there is no text on this page, which is the signature page of Yunnan Energy Investment Co.Ltd(002053) independent directors’ independent opinions on the company’s non-public development of shares and other related matters in 2022)
Nachaohong section Wanchun Luo Meijuan
March 1, 2022
