Yunnan Energy Investment Co.Ltd(002053) board of supervisors
Written examination opinions on the company’s non-public offering of a shares
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”) and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) The board of supervisors of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as the “company”) issued the following written review opinions after fully understanding and reviewing the relevant documents of the company’s non-public offering of shares, in accordance with the provisions of relevant laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”):
1. The company complies with the relevant provisions of the company law, the securities law, the administrative measures, the implementation rules and other laws, regulations and normative documents on non-public offering of shares, and has the conditions for non-public offering of shares.
2. The non-public offering plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the implementation rules and so on.
3. The plan of Yunnan Energy Investment Co.Ltd(002053) non-public Development Bank for A-Shares and the feasibility analysis report of Yunnan Energy Investment Co.Ltd(002053) non-public Development Bank for the use of raised funds comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the implementation rules and the specific situation of the company.
4. According to the provisions of the CSRC, the company has prepared the report on the use of the previously raised funds (issuing shares to purchase assets) for this non-public offering of shares, and hired an accounting firm to issue an assurance report on the use of the previously raised funds. We believe that the content of the report on the use of the previously raised funds (issuing shares to purchase assets) of the company is true, accurate and complete, and there are no violations such as damaging the interests of shareholders.
5. The company’s analysis on the impact of this non-public offering of shares on the dilution of immediate return, the measures to fill the return and the commitments of relevant subjects are in line with the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), It helps to reduce the dilution effect of this non-public offering on the company’s immediate income and fully protect the interests of the company’s shareholders, especially the minority shareholders.
6. The company will set up a special account for the raised funds to deposit the raised funds of this non-public offering of shares, and implement the management of special account and special fund for special purpose, which is in line with the provisions of laws and regulations, which will be conducive to the management and use of the raised funds and improve the efficiency of the use of the raised funds.
7. The convening procedures and voting procedures of the board of directors for considering matters related to this non-public offering of shares comply with relevant laws, regulations and the articles of association, and the resolutions formed are legal and effective. The non-public offering plan can only be implemented after obtaining the consent of the subject performing the responsibility of state-owned assets supervision and administration, the deliberation and approval of the general meeting of shareholders of the company and the approval of the CSRC.
Yunnan Energy Investment Co.Ltd(002053) board of supervisors March 1, 2022
