Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022050
Yunnan Energy Investment Co.Ltd(002053) board of directors
Announcement of resolutions of the third interim meeting in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”) the third extraordinary meeting of the board of directors in 2022 was notified to all directors in writing and e-mail on April 6, 2022, and was held in the conference room on the fourth floor of the company at 10:00 a.m. on April 8, 2022 by on-site combined communication. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. Independent directors Na Chaohong, Luo Meijuan and Duan Wanchun attended the meeting by means of communication for work reasons. The meeting was presided over by Mr. Zhou Manfu, chairman of the company, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The number of attendees, convening procedures and discussion contents of this meeting comply with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) the meeting adopted the proposal on nominating candidates for non independent directors of the seventh board of directors of the company with 8 affirmative votes, 0 negative votes and 0 abstention votes.
In view of the resignation of Ms. Deng Ping, the director and chief financial officer of the company due to work change, in order to ensure the normal operation of the board of directors, the board of directors of the company agreed to nominate Ms. Zhang Zekai as a candidate for non independent director of the seventh board of directors of the company to the general meeting of shareholders after being nominated by more than two-thirds of the directors of the company and reviewed by the nomination committee of the board of directors.
(II) the meeting adopted the proposal on the appointment of the company’s chief financial officer by 8 votes in favor, 0 against and 0 abstention.
According to the needs of the company’s operation and development, Ms. Zhang Zekai was appointed as the chief financial officer of the company after being nominated by the general manager and reviewed by the nomination committee of the board of directors. Her term of office is from the date of adoption of the resolution of the board of directors to the date of expiration of the term of office of the seventh board of directors.
The announcement on nominating candidates for non independent directors of the seventh board of directors of the company and appointing the chief financial officer of the company (Announcement No.: 2022051) is detailed in the securities times, China Securities News and cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）； The independent directors of the company have expressed their independent opinions on the nomination of candidates for non independent directors of the seventh board of directors and the appointment of senior managers of the company. See cninfo.com on April 9, 2022 for details（ http://www.cn.info.com.cn. ）。
(III) the proposal on proposing the appointment of the company’s deputy general manager was deliberated and adopted
According to the needs of the company’s operation and development, Mr. Zhao Mao, Mr. Li zhongzhao and Ms. Han Xiaoying are approved to be appointed as the deputy general managers of the company after being nominated by the general manager of the company and reviewed by the nomination committee of the board of directors. The term of office starts from the date of adoption of the resolution of the board of directors to the date of expiration of the term of office of the seventh board of directors.
The voting results were 8 in favor, 0 against and 0 abstention.
The announcement on the appointment of the company’s deputy general manager (Announcement No.: 2022052) is detailed in the securities times, China Securities Journal and cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）； The independent directors of the company have expressed their independent opinions on the appointment of senior managers of the company. See cninfo.com on April 9, 2022 for details（ http://www.cn.info.com.cn. ）。
(IV) the meeting adopted the proposal on the controlling shareholder’s intention to change the commitment to avoid horizontal competition by 6 votes in favor, 0 against and 0 abstention.
Agree to the change of commitment of the controlling shareholder Yunnan Energy Investment Group Co., Ltd. and agree to submit the matter to the general meeting of shareholders for deliberation.
Related directors Li Qinghua and Teng Weiheng avoided voting on the proposal, while non related directors present voted on the proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The announcement on the controlling shareholder’s intention to change the commitment to avoid horizontal competition (Announcement No.: 2022053) is detailed in the securities times, China Securities News and cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。 The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。 (V) 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 6 votes in favor, 0 against and 0 abstention.
It is agreed that the company will sign the agency cultivation framework agreement with Yunnan Energy Investment Group Co., Ltd. and its subsidiaries. After the proposal is considered and approved by the general meeting of shareholders of the company, the company and the specific project implementation subject will separately sign the agency cultivation agreement for the new projects determined by both parties through negotiation in the future. In order to meet the information disclosure requirements of listed companies and improve the work efficiency of specific implementation projects, the general meeting of shareholders is requested to authorize the board of directors of the company to fully handle the relevant agreements and other relevant legal documents signed with the implementation subjects of specific cultivation projects within the scope of the agency cultivation framework agreement.
This proposal constitutes a connected transaction. Related directors Li Qinghua and Teng Weiheng avoided voting on the proposal, while non related directors present voted on the proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The announcement on signing the agency cultivation framework agreement and related party transactions with the controlling shareholder and its subsidiaries (Announcement No.: 2022054) is detailed in the securities times, China Securities News and cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。 The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。
(VI) 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 6 votes in favor, 0 against and 0 abstention Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. plans to be the specific implementation subject of shilinyun power investment photovoltaic power station expansion project and Bohou village photovoltaic power station construction project in Dayao County. In order to effectively avoid horizontal competition between the company’s controlling shareholder and its controlled subsidiaries and the company, the company agrees to sign the agency cultivation agreement with it, Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. is authorized to cultivate the Shilin cloud power investment photovoltaic power station expansion project and the photovoltaic power station construction project in Bohou village, Dayao County. When the above projects meet the agreed injection conditions, the injection method shall be determined in accordance with the relevant regulatory rules in force at that time.
Solving the problem of horizontal competition through agency cultivation is conducive to the company’s control of investment risks, making use of the dominant position of controlling shareholders in the field of new energy in Yunnan, seizing business opportunities in the fierce market competition and enjoying the results of agency cultivation, which is in line with the interests of the company and all shareholders, especially small and medium-sized shareholders. This proposal constitutes a related party transaction. The related directors Li Qinghua and Teng Weiheng avoided voting on this proposal, and the non related directors present voted on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The announcement on signing the agency cultivation agreement and related party transactions with Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. (Announcement No.: 2022055) is detailed in the securities times, China Securities News and cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。 The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。
(VII) the meeting adopted the proposal on Yunnan Energy Investment Co.Ltd(002053) non-public development of A-share plan (Revised Draft) with 5 affirmative votes, 0 negative votes and 0 abstention votes.
Teng Qinghua and Zhang Qinghua, the non affiliated directors, voted on the motion.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The announcement of Yunnan Energy Investment Co.Ltd(002053) non-public Development Bank on the revision of A-share stock plan (Announcement No.: 2022056) is detailed in the securities times, China Securities News and cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）For details of Yunnan Energy Investment Co.Ltd(002053) non-public Development Bank A-share stock plan (Revised Version), please refer to cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。 The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。
(VIII) 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 8 votes in favor, 0 against and 0 abstention.
In accordance with the measures for the administration of securities issuance by listed companies and the provisions on the report on the use of previously raised funds issued by the China Securities Regulatory Commission, the company has prepared the report on the use of Yunnan Energy Investment Co.Ltd(002053) previously raised funds (issuing shares to purchase assets) (Revised Draft) in combination with the audited financial data in 2021. At the same time, the company hired Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the special service organization of the company’s non-public offering of shares, which issued the authentication report on the use of Yunnan Energy Investment Co.Ltd(002053) previously raised funds (issuing shares to purchase assets) (Zhonghuan zhuanzi (2022) No. 1610033).
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The report on the use of Yunnan Energy Investment Co.Ltd(002053) previously raised funds (issuing shares to purchase assets) (Revised Version) and the authentication report on the use of Yunnan Energy Investment Co.Ltd(002053) previously raised funds (issuing shares to purchase assets) (Zhonghuan zhuanzi (2022) No. 1610033) are detailed on cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。
(IX) the meeting adopted the proposal on diluting the immediate return of non-public development banks’ shares and taking filling measures (Revised Draft) by 8 votes in favor, 0 against and 0 abstention.
According to the 2021 annual report, the company’s plan for the non-public offering of A-Shares (Revised Version) updated the impact of the diluted immediate return of the non-public offering on the company’s main financial indicators, and the company revised the impact analysis and filling measures of the diluted immediate return accordingly.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The announcement on diluted immediate return, filling measures and commitments of relevant subjects (Revised Version) of non-public development banks’ A-share shares (Announcement No.: 2022057) is detailed in the securities times, China Securities News and cninfo on April 9, 2022（ http://www.cn.info.com.cn. ）, the independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。
(x) the meeting adopted the authorization management system of Yunnan Energy Investment Co.Ltd(002053) board of directors with 8 affirmative votes, 0 negative votes and 0 abstention.
For details of Yunnan Energy Investment Co.Ltd(002053) board of directors authorization management system, please refer to cninfo.com on April 9, 2022（ http://www.cn.info.com.cn. ）。
（11） The meeting adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 with 8 affirmative votes, 0 negative votes and 0 abstention votes.
The notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022058) is detailed in the securities times, China Securities Journal and cninfo.com on April 9, 2022
3、 Documents for future reference
(I) resolution of the third extraordinary meeting of the board of directors in 2022;
(II) independent opinions of independent directors on nominating candidates for non independent directors of the seventh board of directors of the company;
(III) independent opinions of independent directors on the appointment of senior managers of the company;
(IV) independent opinions of independent directors on the change of the controlling shareholder’s commitment to avoid horizontal competition; (V) prior approval opinions and independent opinions of independent directors on the signing of agency cultivation framework agreement and related party transactions between the company and its controlling shareholders and their subsidiaries;
(VI) prior approval opinions and independent opinions of independent directors on the signing of agency cultivation agreement and related party transactions between the company and Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd;
(VII) prior approval opinions and independent opinions of independent directors on matters related to non-public offering of shares.
(VIII) verification report on the use of Yunnan Energy Investment Co.Ltd(002053) previously raised funds (issuing shares to purchase assets) (Zhonghuan zhuanzi (2022) No. 1610033).
It is hereby announced.
Yunnan Energy Investment Co.Ltd(002053) board of directors
