Yunnan Energy Investment Co.Ltd(002053)
Prior approval opinions of independent directors on related party transactions involved in this non-public offering of 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”), 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 prior approval opinions on the company’s non-public offering plan and other related matters based on our independent judgment:
1、 Prior approval opinions on the company meeting 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.
2、 Prior approval 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.
3、 Prior approval opinions on the company’s plan for non-public offering of shares
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.
4、 Prior approval opinions on non-public offering of shares involving related party transactions
The issuing objects of the company’s non-public offering of shares include the controlling shareholder Yunnan Energy Investment Group Co., Ltd. and the shareholder Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd., which holds 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. 5、 Prior approval 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.
In conclusion, we agree to submit the above matters to the second extraordinary meeting of the board of directors of the company in 2022 for deliberation, and the related directors shall perform the avoidance voting procedure when considering relevant proposals.
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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’ prior approval opinions on related party transactions involved in this non-public offering of shares)
Nachaohong section Wanchun Luo Meijuan
February 25, 2022
