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 for listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, we, as independent directors of the 8th board of directors of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company), have comprehensively reviewed the following relevant proposals at the 31st meeting of the 8th board of directors in advance:
(1) Proposal on the revision of the company’s plan for non-public development of A-share shares; (2) Proposal on the company’s 2021 plan for non-public development of A-Shares (Second Revision);
(3) Proposal on the feasibility analysis report on the use of non-public Development Bank A-share raised funds in 2021 (Second Revision);
(4) Proposal on the company’s non-public Development Bank A-share diluted immediate return and filling measures (Second Revised Draft);
(5) Proposal on the independence of appraisal institutions, the rationality of appraisal assumptions, the relevance between appraisal methods and appraisal purposes, and the fairness of appraisal pricing;
(6) Proposal on Approving the audit report and asset evaluation report related to this transaction;
(7) Proposal on signing the supplementary agreement (II) of the conditional effective equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. and related party transactions;
(8) 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.
After carefully reviewing the relevant materials and based on an objective and independent position, we hereby express the following prior approval opinions on the relevant matters to be considered at the 31st meeting of the eighth board of directors of the company:
1、 The modification and adjustment of the plan and plan for this non-public offering of shares comply with the provisions of relevant 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 so on. The plan is reasonable, practical and feasible, and in line with the interests of the company and all shareholders.
2、 The net funds raised in this non-public offering of the company will be used to acquire 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. (hereinafter referred to as “Diqing nonferrous metals”), supplement working capital and repay bank loans, which is in line with the actual situation of the company and is feasible. Through this non-public offering of shares, it is conducive to enhance the company’s resource control, sustainable profitability and achieve sustainable and stable development. 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 and shareholders, especially small and medium-sized shareholders.
3、 In this non-public offering, one of the raised investment projects is to acquire 38.23% equity of Diqing nonferrous metals Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. (hereinafter referred to as “Yunnan Copper Group”) is the controlling shareholder of the company. The company uses the funds raised from this non-public offering to acquire 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group, forming a related party transaction. When the board of directors of the company considers the proposals related to this non-public offering, the related directors need to avoid voting. The review procedures of related party transactions shall comply with the provisions of relevant laws, regulations, rules and other normative documents.
4、 The equity transfer agreement with conditional effect, the supplementary agreement to the equity transfer agreement with conditional effect, the supplementary agreement to the equity transfer agreement with conditional effect (II), the performance commitment compensation agreement and the supplementary agreement to the performance commitment compensation agreement signed by the company and Yunnan Copper Group are based on normal business principles, fair, just and reasonable, There is no situation that damages the interests of other shareholders of the company, especially the minority shareholders.
5、 We approve the relevant proposals to be submitted to the 31st meeting of the 8th board of directors of the company for deliberation, and agree to submit the relevant proposals to the board of directors of the company for deliberation.
Independent directors: Yu Dingming, Wang Yong, Yang Yong, Na Pengjie
March 4, 2022
