Written review opinions of the board of supervisors on the company’s non-public offering of a shares
In accordance with the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC), Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company) board of supervisors, After fully understanding and reviewing the relevant documents of the company’s non-public offering of shares in 2021, the written audit opinions are as follows:
1. The company complies with the relevant provisions of laws, regulations and normative documents on non-public offering of shares, 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 meets the conditions for non-public offering of shares.
2. The revision of the non-public offering plan and plan complies 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.
3. The connected transactions involved in the company’s non-public offering of shares comply with the principles of openness, fairness and impartiality, The twenty eighth session of the twenty ninth session of the board of directors and the eighth session of the eighth session of the eighth session of the board of supervisors of non affiliated companies and the twenty eighth session of the twenty eighth session of the twenty ninth session of the board of directors of non affiliated companies have deliberated matters related to the twenty ninth session of the board of directors and the eighth session of the eighth session of the board of supervisors of non affiliated companies At the same time, according to the Listing Rules of Shenzhen Stock Exchange, when the board of directors of the company deliberated on the related party transactions involved in this non-public offering, three related directors of the company avoided voting, and the voting procedure was legal and effective.
3. According to the feasibility analysis report on the use of funds raised by non-public development banks for A-Shares in 2021 (Second Revision), the funds raised by the company’s non-public offering of shares will be used to acquire 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group, supplement working capital and repay bank loans after deducting relevant issuance expenses, The purpose of the raised funds is in line with the actual situation and development needs of the company and the interests of the company and all shareholders.
4. The company acquired 38.23% equity of Diqing Nonferrous Metals Co., Ltd. held by Yunnan Copper Group for one of the investment projects raised by this non-public offering of shares, and has signed the equity transfer agreement with Yunnan Copper Group for Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd The supplementary agreement to the equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd., the supplementary agreement to the equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd., the performance compensation agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd The supplementary agreement to the performance compensation agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. has reasonable provisions. Signing the above agreement will not damage the interests of the company and all shareholders, especially minority shareholders.
5. The company’s analysis on the impact of this non-public offering of shares on the dilution of immediate return, the proposed measures to fill the return and the commitments of relevant subjects, In line with several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), 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 in major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) and other relevant regulations are conducive to reducing the dilution effect of this non-public offering on the company’s immediate income and fully protecting the interests of the company’s shareholders, especially minority shareholders. 6. One of the investment projects raised by this non-public offering of shares is the acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group. According to the provisions of relevant laws and regulations, the company hired Zhonglian asset appraisal group Co., Ltd. to evaluate the value of all shareholders’ equity of Diqing nonferrous metals and issued an appraisal report. The assumptions and restrictions set by the appraisal institution and appraisers are implemented in accordance with relevant national laws and regulations, follow the general management or standards of the market, and conform to the actual situation of the appraisal object. The assumptions are reasonable.
This appraisal has implemented necessary appraisal procedures and followed the principles of independence, objectivity, scientificity and impartiality. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal methods of various assets are appropriate, and the appraisal results are fair. The pricing of the assets to be purchased this time is based on the evaluation results. The transaction price is reasonable and will not damage the interests of the company and the majority of minority shareholders.
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 still needs the consent of the subject performing the responsibility of state-owned assets supervision and administration, which shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and can be implemented only after being approved by the CSRC.
Yunnan Copper Co.Ltd(000878) board of supervisors March 4, 2022
