Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022060
Yunnan Energy Investment Co.Ltd(002053) board of supervisors
Announcement of resolutions of the third interim meeting in 2022
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”) the third interim meeting of the board of supervisors in 2022 was notified to all supervisors in writing and e-mail on April 6, 2022, and was held at 11:30 a.m. on April 8, 2022 in the conference room on the fourth floor of the company. Five supervisors should attend the meeting, and five supervisors actually attended the meeting. The meeting was presided over by Ms. Wang Qingyan, chairman of the board of supervisors. In accordance with the provisions of the company law of the people’s Republic of China and the articles of association, the meeting was held legally and effectively.
2、 Deliberation at the meeting of the board of supervisors
(I) the meeting adopted the proposal on the controlling shareholder’s intention to change the commitment to avoid horizontal competition by 5 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors held that the change of the commitment to avoid horizontal competition of the controlling shareholder Yunnan Energy Investment Group Co., Ltd. complies with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, and the guidance on promoting state-owned shareholders to solve horizontal competition and regulating connected transactions with their controlled listed companies (gzfcq [2013] No. 202) issued by the state owned assets supervision and Administration Commission of the State Council and China Securities Regulatory Commission, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders, and the decision-making process is legal and effective.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) the meeting adopted the proposal on signing the framework agreement on agency cultivation and related party transactions between the company and its controlling shareholders and their subsidiaries by 5 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors held that the signing of the agency cultivation framework agreement between the company and its controlling shareholders and their subsidiaries complied with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, and the guidance on promoting the state-owned shareholders and listed companies with controlled shares to solve horizontal competition and regulate connected transactions (gzfcq [2013] No. 202) issued by the state owned assets supervision and Administration Commission of the State Council, and did not violate the public The principle of fairness and impartiality does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. The decision-making procedure is legal and effective.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) the meeting adopted the proposal on signing the agency cultivation agreement and related party transactions between the company and Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. with 5 affirmative votes, 0 negative votes and 0 abstention.
After deliberation, the board of supervisors held that the signing of the agency cultivation agreement between the company and Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. complies with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, and the guidance on promoting state-owned shareholders to solve horizontal competition and regulating related party transactions with their holding listed companies (gzfcq [2013] No. 202) issued by the SASAC and the CSRC of the State Council, There is no violation of the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. The decision-making procedure is legal and effective.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(IV) the meeting adopted the proposal on the plan for Yunnan Energy Investment Co.Ltd(002053) non-public development of A-Shares (Revised Draft) by 5 votes in favor, 0 against and 0 abstention.
After deliberation, The board of supervisors believes that the plan for non-public offering of shares (Revised Draft) complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by Listed Companies promulgated by the CSRC The provisions of relevant laws and regulations, normative documents and the specific situation of the company, such as the standards for the content and format of information disclosure by companies that offer securities to the public No. 25 – stock plan and issuance report of listed companies.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(V) the meeting adopted the proposal on the report on the use of Yunnan Energy Investment Co.Ltd(002053) previously raised funds (issuance of shares to purchase assets) (Revised Draft) by 5 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors considered that the content of the report on the use of the company’s previously raised funds (issuing shares to purchase assets) (Revised Draft) was true, accurate and complete, and there were no violations such as damaging the interests of shareholders.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(VI) the meeting adopted the proposal on diluting the immediate return of non-public development banks’ shares and taking filling measures (Revised Draft) by 5 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors considered that the revised analysis on the impact of the non-public offering of shares on the dilution of immediate return and the proposed measures to fill the return were in line with the several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of 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 the dilution of the immediate return of initial public offering, refinancing and major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) are conducive to reducing the dilution effect of this non-public offering on the immediate return of the company, Fully protect the interests of shareholders of the company, especially minority shareholders.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
Yunnan Energy Investment Co.Ltd(002053) resolution of the third extraordinary meeting of the board of supervisors in 2022. It is hereby announced.
Yunnan Energy Investment Co.Ltd(002053) board of supervisors April 9, 2022
