Independent opinions of independent directors on matters related to the 31st meeting of the 8th board of directors
In accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, we, as independent directors of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company), based on independent judgment and careful and careful research, We hereby express the following independent opinions on matters related to the 31st meeting of the eighth board of directors of the company:
1、 Independent opinions on the proposal of the company on Revising the scheme of non-public development of a shares
After reviewing the company’s revised plan for this non-public offering of shares, we believe that the issuance plan complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, 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 there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on the company’s 2021 plan for non-public development of A-Shares (Second Revision)
After reviewing the Yunnan Copper Co.Ltd(000878) 2021 A-share non-public offering plan (Second Revision), we believe that the company’s non-public offering is necessary and feasible, the non-public offering plan is fair and reasonable, and the implementation of the plan will further improve the company’s resource control and sustainable profitability, which is in line with the company’s development strategy, It is also the embodiment of the controlling shareholders’ fulfillment of their commitments, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company, its shareholders, especially small and medium-sized shareholders. The Yunnan Copper Co.Ltd(000878) 2021 plan for non-public development of A-Shares (revised for the second time) was deliberated and adopted at the 31st meeting of the eighth board of directors of the company. The board of directors fulfilled the legal procedures when considering the proposals related to this non-public offering. The convening, convening and voting procedures of this meeting comply with relevant laws, regulations and the articles of association. Therefore, we unanimously agreed to submit the proposal to the shareholders’ meeting for deliberation and approval.
3、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2021 (Second Revision)
After reviewing the feasibility analysis report of Yunnan Copper Co.Ltd(000878) 2021 on the use of funds raised by non-public development banks for A-Shares (Second Revision) prepared by the board of directors, we believe that the purpose of the raised funds is in line with the provisions of relevant national policies, the actual situation and development needs of the company, and the current situation and development trend of the industry in which the company is located, It is in line with the long-term development objectives of the company and the interests of shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal on diluting immediate return and filling measures for non-public development of A-share shares of the company (Second Revision)
The company’s revised analysis on the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures to fill the return are in line with 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 and the opinions of the State Council on further promoting the healthy development of the capital market The relevant provisions of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC comply with the requirements of the company’s actual operation and sustainable development, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the proposal on the independence of evaluation institutions, the rationality of evaluation assumptions, the relevance of evaluation methods and evaluation purposes, and the fairness of evaluation pricing
In accordance with the rules for independent directors of listed companies, the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association and other relevant provisions, as independent directors of the company, based on independent judgment, after careful and careful research, we hereby discuss the independence of the evaluation institution and the rationality of the evaluation assumptions We express the following independent opinions on the relevance between the appraisal method and the appraisal purpose and the fairness of the appraisal Pricing:
(I) independence of the appraisal institution
In addition to the business relationship, the appraisal institution and its handling appraiser employed in this transaction have no other related relationship with the company and the counterparty, and there are no realistic and expected interests or conflicts. The appraisal institution is independent.
(II) evaluate the rationality of assumptions
The appraisal assumptions and premises of the appraisal report related to this transaction comply with relevant national laws and regulations, follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions and premises are reasonable.
(III) correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to provide reasonable pricing basis for the company’s transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; The appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject asset, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
(IV) evaluate the fairness of pricing
The price of the underlying asset is determined based on the evaluation results of the evaluation report issued by the evaluation institution with relevant securities and futures business qualification, and the transaction pricing method is reasonable. The appraisal institution employed in this transaction meets the requirements of independence, has corresponding business qualification and competence, has sufficient reasons for the selection of appraisal methods, has carried out on-site verification in accordance with the requirements of asset appraisal standards and other laws and regulations, has obtained corresponding evidence, and the appraisal pricing is fair. The appraisal report takes reasonable values of the asset discount rate, income distribution in the forecast period and other appraisal parameters used in the appraisal of the subject assets of this transaction.
To sum up, we believe that the appraisal institution selected and employed by the company for this exchange is independent, the premise of appraisal assumptions is reasonable, the correlation between appraisal methods and appraisal purposes is consistent, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
6、 Independent opinions on the proposal on Approving the audit report and asset evaluation report related to this transaction
The audit report of Yunnan Diqing Nonferrous Metals Co., Ltd. from January to September 2021, 2020 and 2019 (Tian Zhi Ye Zi [2022] No. 10182) issued by Tianzhi International Certified Public Accountants (special general partnership), The asset appraisal report on the project of Yunnan Copper Co.Ltd(000878) proposed acquisition of 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. held by Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. (Zhonglian pingbao Zi [2022] No. 354) issued by Zoomlion asset appraisal group Co., Ltd. meets the relevant requirements of laws and regulations such as the measures for the administration of securities issuance of listed companies, and does not damage the company The interests of the company’s shareholders, especially the minority shareholders.
Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on signing the supplementary agreement (II) to the conditional equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. and related party transactions
The terms and signing procedures of the supplementary agreement (II) to the conditional effective equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. signed by the company comply with the provisions of national laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. This connected transaction complies with the principles of openness, fairness and impartiality. The procedures for the board of directors to review the related party transactions are legal and effective, comply with the provisions of relevant laws, regulations and the articles of association, have no impact on the independence of the listed company, and do not damage the interests of the company, its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on signing the supplementary agreement to the performance commitment compensation agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. and related party transactions
The terms and signing procedures of the supplementary agreement to the performance commitment compensation agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. signed by the company comply with the provisions of national laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. This connected transaction complies with the principles of openness, fairness and impartiality. The procedures for the board of directors to review the related party transactions are legal and effective, comply with the provisions of relevant laws, regulations and the articles of association, have no impact on the independence of the listed company, and do not damage the interests of the company, its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Yu Dingming, Wang Yong, Yang Yong, Na Pengjie
March 4, 2022
