Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022019
Yunnan Energy Investment Co.Ltd(002053) board of directors
Announcement of resolutions of the second interim meeting in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”) the second interim meeting of the board of directors in 2022 was notified to all directors in writing and e-mail on February 25, 2022, and was held at 10:00 a.m. on March 1, 2022 in the conference room on the fourth floor of the company. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The meeting was presided over by Mr. Zhou Manfu, chairman of the company, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The number of attendees, convening procedures and discussion contents of this meeting comply with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) the meeting passed the proposal on the company’s compliance with the conditions for non-public offering of shares by 6 votes in favor, 0 against and 0 abstention.
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and other normative documents, the board of directors of the company has conducted self-examination and demonstration on the actual situation and relevant matters of the company item by item, It is believed that the company complies with the relevant provisions of current laws and regulations and normative documents on non-public offering of shares and meets the conditions for non-public offering of shares.
Related directors Li Qinghua, Teng Weiheng and Zhang Yan avoided voting on this proposal, while non related directors present voted on this proposal.
The independent directors of the company have expressed their prior approval and independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) the meeting deliberated and adopted the proposal on Yunnan Energy Investment Co.Ltd(002053) non-public development of shares one by one.
The related directors Li Qinghua, Teng Weiheng and Zhang Yan avoided voting on this proposal, and the non related directors present voted on this proposal item by item. The specific voting conditions are as follows:
1. Type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting: 6 in favor, 0 against and 0 abstention.
2. Issuing method and time
This offering adopts the method of non-public issuance of RMB common shares (A shares) to specific objects. The company will choose an appropriate time to implement the issuance within the validity period of the official reply of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Voting: 6 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The objects of this issuance are no more than 35 specific investors, including Yunnan Energy Investment Group Co., Ltd. (hereinafter referred to as “energy investment group”) and Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. (hereinafter referred to as ” Yunnan Yuntianhua Co.Ltd(600096) group”). Except energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group, other issuing objects must be qualified investors such as securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic and foreign institutional investors and natural persons that meet the conditions specified by the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. As the issuing object, trust companies can only subscribe with their own funds.
The final issuing object will be determined by the board of directors and its authorized persons according to the authorization of the general meeting of shareholders, after the company obtains the approval and reply of the CSRC on the issuance, and in accordance with the provisions of relevant laws, regulations and normative documents, according to the subscription quotation of the issuing object and the principle of price priority.
All issuers subscribe for the non-public offering shares at the same price and subscribe in cash.
Voting: 6 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The issue price is determined through inquiry, and the pricing benchmark date is the first day of the issuance period of the non-public offering. The issue price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date) (i.e. the issue base price). The average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume of the company in the 20 trading days before the pricing benchmark date / the total stock trading volume of the company in the 20 trading days before the pricing benchmark date. The final issue price will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders, after the company obtains the approval and reply of the CSRC on the issue, and in accordance with the provisions of relevant laws, regulations and normative documents, according to the subscription quotation of the issuing object and the principle of price priority.
Energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group do not participate in the inquiry process of this offering pricing, but accept the subscription inquiry results of other issuers and subscribe for the shares of this non-public offering at the same price as other issuers. If the issuing price of this issue cannot be generated through the above market inquiry, energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group subscribe for the shares issued by the company at the base price of this issue.
During the period from the pricing base date of this offering to the issue date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue reserve price of this non-public offering will be adjusted accordingly.
Voting: 6 in favor, 0 against and 0 abstention.
5. Number of issues
The total amount of funds (including issuance expenses) to be raised in this non-public offering of shares shall not exceed RMB 1865890500 (including this amount). The number of shares to be issued in this offering shall be calculated by dividing the total amount of funds raised in this offering by the issuance price, and shall not exceed 30% of the total share capital of the company before this offering, that is, no more than 228293569 shares (including this amount).
The calculation formula of the final issuance quantity of this issuance is: issuance quantity = total amount of funds raised in this issuance / issuance price of this issuance. If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down.
The upper limit of the final issuance quantity shall be subject to the requirements of the approval documents of the CSRC. Within the above scope, the board of directors of the company shall negotiate with the recommendation institution (lead underwriter) according to the demand for raised funds and the actual subscription, etc. as authorized by the general meeting of shareholders.
If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly.
During the period from the resolution date of the board of directors of this non-public offering to the date of issuance, if there is a share offering, capital reserve converted into share capital or other reasons leading to the change of the total share capital of the company before this offering, the upper limit of the number of shares in this non-public offering of the company will be adjusted accordingly, and the subscription number of energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group will also be adjusted accordingly.
Voting: 6 in favor, 0 against and 0 abstention.
6. Stock restricted period
After the completion of this offering, the shares of this non-public offering subscribed by energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group shall not be transferred within 18 months from the end of the offering, and the shares of the company subscribed by other issuing objects shall not be transferred within 6 months from the end of the offering.
From the completion of this offering to the expiration of the restriction on sale, the shares increased by the issuing object due to the company’s share offering or the conversion of capital reserve into share capital shall also comply with the above restriction on sale.
After the expiration of the above-mentioned restriction period, the transfer and trading of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention.
7. Listing location
The shares issued this time will be listed and traded in Shenzhen Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention.
8. Amount and purpose of raised funds
The total amount of funds raised in this issuance (including issuance expenses) shall not exceed RMB 1865890500 (including this amount). The net amount of funds raised after deducting issuance expenses will be invested in the following projects:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 Qujing Tongquan wind farm project 224499314489986
2 Huize Jinzhong wind farm phase I project 235489104709782
3 Honghe Yongning wind farm project 472956849459137
Total 9329452518658905
After the funds raised in this non-public offering are in place, if the actual amount of funds raised (after deducting the issuance expenses) is less than the amount of funds to be invested in the above projects, within the scope of the finally determined investment projects of the raised funds, the board of directors and its authorized persons of the company will, according to the actual amount of funds raised, the progress of the project, capital demand and other actual conditions, Adjust and finally determine the specific investment projects and priorities of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
Before the funds raised in this non-public offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them according to the procedures of relevant laws and regulations after the raised funds are in place.
Voting: 6 in favor, 0 against and 0 abstention.
9. Arrangement of accumulated undistributed profits
The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders of the company after the issuance according to the shareholding ratio after the issuance.
Voting: 6 in favor, 0 against and 0 abstention.
10. Validity period of issuance resolution
The validity period of this issuance resolution is 12 months from the date when the non-public offering is deliberated and approved by the general meeting of shareholders of the company.
Voting: 6 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval and independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
This proposal still needs to be approved by the subject performing the responsibility of state-owned assets supervision and management, and approved by the general meeting of shareholders of the company and the CSRC.
(III) the meeting adopted the proposal on the plan of Yunnan Energy Investment Co.Ltd(002053) non-public development of A-Shares by 6 votes in favor, 0 against and 0 abstention.
Related directors Li Qinghua, Teng Weiheng and Zhang Yan avoided voting on this proposal, while non related directors present voted on this proposal.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed Yunnan Energy Investment Co.Ltd(002053) non public development bank A-share stock plan.
The independent directors of the company have expressed their prior approval and independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the meeting adopted the proposal of Yunnan Energy Investment Co.Ltd(002053) non public development bank on the feasibility analysis report on the use of funds raised by shares by 6 votes in favor, 0 against and 0 abstention.
Related directors Li Qinghua, Teng Weiheng and Zhang Yan avoided voting on this proposal, while non related directors present voted on this proposal.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed Yunnan Energy Investment Co.Ltd(002053) non public development bank’s feasibility analysis report on the use of funds raised by shares.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) the meeting adopted the proposal on the non-public development of shares involving related party transactions by 6 votes in favor, 0 against and 0 abstention.
Related directors Li Qinghua, Teng Weiheng and Zhang Yan avoided voting on this proposal, while non related directors present voted on this proposal.
For details, please refer to securities times, China Securities Journal and cninfo.com on the same day（ http://www.cn.info.com.cn. ）The announcement on the non-public Development Bank‘s shares involving related party transactions (Announcement No. 2022020) disclosed.
The independent directors of the company have expressed their prior approval and independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the meeting adopted the proposal on signing the conditional effective share subscription agreement between Yunnan Energy Investment Co.Ltd(002053) and Yunnan Energy Investment Group Co., Ltd. Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. with 6 affirmative votes, 0 negative votes and 0 abstention votes.
Related directors Li Qinghua, Teng Weiheng and Zhang Yan avoided voting on this proposal, while non related directors present voted on this proposal.
For details, please refer to securities times, China Securities Journal and cninfo.com on the same day（ http://www.cn.info.com.cn. ）The disclosed Yunnan Energy Investment Co.Ltd(002053) agreement on signing with Yunnan Energy Investment Group Co., Ltd. and Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. takes effect subject to conditions
