Independent opinions of independent directors on matters related to the 29th meeting of the eighth board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, we, as independent directors of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company), based on our independent judgment position, after careful and careful study, We hereby express the following independent opinions on matters related to the 29th meeting of the eighth board of directors of the company:
1、 Independent opinions on the proposal of the company on Revising the plan for non-public development of a shares
After reviewing the company’s revised plan for this non-public offering of shares, we believe that the issuance plan complies with the provisions of 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 there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on the company’s 2021 plan for non-public development of A-Shares (Revised Version)
After reviewing the Yunnan Copper Co.Ltd(000878) 2021 plan for non-public development of A-Shares (Revised Draft), we believe that the company’s non-public offering is necessary and feasible. The plan for this non-public offering is fair and reasonable. The implementation of the plan will further improve the company’s resource control and sustainable profitability, which is in line with the company’s development strategy, 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, its shareholders, especially small and medium-sized shareholders. The Yunnan Copper Co.Ltd(000878) 2021 plan for non-public development of A-Shares (Revised Version) was deliberated and adopted at the 29th meeting of the eighth board of directors of the company. The board of directors performed legal procedures when considering the proposals related to this non-public offering. The convening, convening and voting procedures of this meeting comply with relevant laws, regulations and the articles of association. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation. 3、 Independent opinions on the proposal on the feasibility analysis report (Revised Version) on the use of funds raised by non-public development banks of A-Shares in 2021
After reviewing the feasibility analysis report on the use of funds raised by non-public development banks A shares in 2021 (Revised Version) prepared by the board of directors, we believe that the purpose of the raised funds is in line with the provisions of relevant national policies, the actual situation and development needs of the company, and the current situation and development trend of the company’s industry, It is in line with the company’s long-term development objectives and the interests of shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal on diluting immediate return and filling measures for non-public development of A-share shares of the company (Revised Draft)
The company’s revised analysis on the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures to fill the return are in line with 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 and several opinions of the State Council on further promoting the healthy development of the capital market The relevant provisions of the guiding opinions on matters related to IPO and refinancing, major asset restructuring and diluted immediate return issued by the CSRC comply with the requirements of the company’s actual operation and sustainable development, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the proposal on the independence of appraisal institutions, the rationality of appraisal assumptions, the correlation between appraisal methods and appraisal purposes, and the fairness of appraisal pricing
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, we, as independent directors of the company, based on independent judgment and careful and careful research, hereby discuss the independence of the evaluation institution and the rationality of the evaluation assumptions We express the following independent opinions on the relevance of the appraisal method and the appraisal purpose and the fairness of the appraisal Pricing:
(I) independence of the appraisal institution
Except for business relationship, the appraisal institution and its appraisers engaged in this transaction have no other related relationship with the company and the counterparty, and there are no realistic and expected interests or conflicts. The appraisal institution is independent.
(II) rationality of assessment assumptions
The appraisal assumptions in the appraisal report related to this transaction comply with relevant national laws and regulations, follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions are reasonable.
(III) correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to provide a reasonable pricing basis for the company’s transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; During the appraisal process, the appraisal institution has implemented corresponding appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject asset, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
(IV) evaluate the fairness of pricing
This transaction is based on the evaluation results of the evaluation report issued by the evaluation institution with relevant securities and futures business qualifications, and the transaction pricing method is reasonable. The appraisal institution employed in this transaction meets the requirements of independence, has corresponding business qualification and competence, has sufficient reasons for the selection of appraisal methods, has carried out on-site verification in accordance with the requirements of asset appraisal standards and other laws and regulations, has obtained corresponding evidence, and the appraisal pricing is fair. The appraisal report takes reasonable values of the asset discount rate, income distribution in the forecast period and other appraisal parameters used in the appraisal of the subject assets of the transaction.
To sum up, we believe that the appraisal institution selected by the company for the exchange is independent, the premise of appraisal assumptions is reasonable, the relevance of appraisal methods and appraisal purposes is consistent, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
6、 Independent opinions on the proposal on Approving the audit report and asset evaluation report related to this transaction
Audit report of Yunnan Diqing Nonferrous Metals Co., Ltd. from January to September 2021, 2020 and 2019 (xyzh / 2021kmaa10620) issued by ShineWing Certified Public Accountants (special general partnership), The asset appraisal report on the 38.23% equity project of Yunnan Diqing Nonferrous Metals Co., Ltd. held by Yunnan Copper Co.Ltd(000878) proposed to acquire Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3624) issued by Zoomlion asset appraisal group Co., Ltd. meets the relevant requirements of laws and regulations such as the measures for the administration of securities issuance of listed companies, and does not damage the company The interests of the company’s shareholders, especially the minority shareholders.
Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on signing the supplementary agreement to the conditional effective equity transfer agreement between and related party transactions
The terms and signing procedures of the supplementary agreement to the conditional effective equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. signed by the company comply with the provisions of national laws, regulations and normative documents, and there is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. This connected transaction complies with the principles of openness, fairness and impartiality. The procedures for the board of directors to review the related party transactions are legal and effective, comply with the provisions of relevant laws, regulations and the articles of association, have no impact on the independence of the listed company, and do not damage the interests of the company, its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on signing and related party transactions
The terms and signing procedures of the performance commitment compensation agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. signed by the company comply with the provisions of national laws, regulations and normative documents, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. This connected transaction complies with the principles of openness, fairness and impartiality. The procedures for the board of directors to review the related party transactions are legal and effective, comply with the provisions of relevant laws, regulations and the articles of association, have no impact on the independence of the listed company, and do not damage the interests of the company, its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on signing the equity custody agreement between and related party transactions
The terms and signing procedures of the equity custody agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. signed by the company comply with the provisions of national laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. This connected transaction complies with the principles of openness, fairness and impartiality. The procedures for the board of directors to review the related party transactions are legal and effective, comply with the provisions of relevant laws, regulations and the articles of association, have no impact on the independence of the listed company, and do not damage the interests of the company, its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the motion.
Independent directors: Yu Dingming, Wang Yong, Yang Yong, Na Pengjie
January 14, 2022
