Yunding Technology Co.Ltd(000409) board of supervisors
Written examination opinions on the company’s non-public offering of shares
In accordance with the company law of the people’s Republic of China (“the company law”), the securities law of the people’s Republic of China (“the securities law”), the measures for the administration of securities issuance by listed companies (“the measures”) and the detailed rules for the implementation of non-public offering of shares by listed companies (“the detailed rules”) issued by the China Securities Regulatory Commission (“CSRC”) and other relevant laws and regulations In accordance with the provisions of the rules and other normative documents, the board of supervisors of Yunding Technology Co.Ltd(000409) (“the company”), after fully understanding and reviewing the relevant documents of the company’s non-public offering of shares, issued the following written review opinions:
1、 According to the company law, the securities law, the administrative measures, the implementation rules and other relevant laws, regulations, rules and other normative documents, the company meets the conditions for non-public offering of shares to specific objects. 2、 The company’s plan and plan for this non-public offering of shares comply with the provisions of the company law, the securities law, the administrative measures, the implementation rules and other relevant laws, regulations, rules and other normative documents.
3、 According to the feasibility analysis report on the use of Yunding Technology Co.Ltd(000409) non-public Development Bank‘s stock raised funds, the funds raised in this non-public offering are used to repay debts and supplement working capital, which is in line with the provisions of relevant laws, regulations, rules and other normative documents, conducive to improving the company’s sustainable profitability and in the interests of the company and all shareholders.
4、 According to the relevant provisions of the CSRC, the company has not raised funds by means of allotment, additional issuance and convertible corporate bonds in the last five fiscal years, and the last time the company raised funds has reached five fiscal years. In view of the above, the company does not need to prepare the report on the use of the previously raised funds in this non-public offering, nor does it need to hire an accounting firm with securities and futures related business qualifications to issue the verification report on the use of the previously raised funds.
5、 According to the relevant provisions of the CSRC, the company has analyzed the impact of this non-public offering on the dilution of immediate return and put forward specific filling measures. We believe that the filling measures to be taken by the company can effectively reduce the dilution effect of this non-public offering on the company’s immediate return and fully protect the interests of the company’s shareholders, especially small and medium-sized shareholders.
6、 The subscription object of this non-public offering of the company is Shandong Energy Group Co., Ltd. (“shanneng group”), the controlling shareholder of the company. The subscription object complies with the provisions of relevant laws, regulations, rules and other normative documents. The terms and signing procedures of the share subscription agreement between Yunding Technology Co.Ltd(000409) and Shandong Energy Group Co., Ltd. on the conditional effectiveness of Yunding Technology Co.Ltd(000409) non-public development of shares signed by the company and shanneng group comply with the provisions of relevant laws, regulations, rules and other normative documents and the interests of the company and all shareholders.
7、 The convening procedures and voting procedures of the company’s board of directors to review matters related to this non-public offering comply with relevant laws, regulations, rules and other normative documents as well as the provisions of Yunding Technology Co.Ltd(000409) articles of association, and the resolutions formed are legal and effective. The non-public offering plan can only be implemented after being approved by the competent State-owned Assets Supervision and administration department or its authorized subject, deliberated and approved by the general meeting of shareholders of the company, and approved by the CSRC.
Yunding Technology Co.Ltd(000409) board of supervisors
March 24, 2022
