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 by listed companies, the guidelines for the governance of listed companies, the stock listing rules and the articles of association of Shenzhen Stock Exchange issued by the CSRC, we, as independent directors of the eighth board of directors of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company), The following relevant proposals at the 29th meeting of the 8th board of directors have been comprehensively reviewed in advance:
(1) Proposal on the company’s revision of the plan for non-public development of a shares; (2) Proposal on the company’s plan for non-public development of A-Shares in 2021 (Revised Version);
(3) Proposal on the feasibility analysis report (Revised Version) on the use of funds raised by non-public development banks of A-Shares in 2021
(4) Proposal on the company’s non-public Development Bank A-share diluted immediate return and filling measures (Revised Draft);
(5) Proposal on the independence of appraisal institutions, rationality of appraisal assumptions, relevance between appraisal methods and appraisal purposes, and fairness of appraisal pricing;
(6) Proposal on Approving the audit report and asset evaluation report related to this transaction;
(7) Proposal on signing the supplementary agreement to the conditional equity transfer agreement between and related party transactions;
(8) Proposal on signing the performance commitment compensation agreement between and related party transactions;
(9) Proposal on signing the equity custody agreement between and related party transactions.
After carefully reviewing the relevant materials and based on an objective and independent position, we hereby express the following prior approval opinions on the relevant matters to be considered at the 29th meeting of the eighth board of directors of the company:
1、 The modification and adjustment of the plan and plan for this non-public offering of shares comply 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, etc. the plan is reasonable, practical and feasible, and in line with the interests of the company and all shareholders.
2、 The net funds raised in this non-public offering of the company will be used to acquire 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. (hereinafter referred to as “Diqing nonferrous metals”), supplement working capital and repay bank loans, which is in line with the actual situation of the company and is feasible. Through this non-public offering of shares, it is conducive to enhance the company’s resource control, sustainable profitability and achieve sustainable and stable development. 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 damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
3、 In this non-public offering, one of the raised investment projects is to acquire 38.23% equity of Diqing nonferrous metals. Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. (hereinafter referred to as “Yunnan Copper Group”) is the controlling shareholder of the company. The company uses the funds raised from this non-public offering to acquire 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group, forming a related party transaction. When the board of directors of the company considers the proposals related to this non-public offering, the related directors need to avoid voting. The review procedures of connected transactions shall comply with the provisions of relevant laws, regulations, rules and other normative documents.
4、 The equity transfer agreement with conditional effect, the supplementary agreement to the equity transfer agreement with conditional effect and the performance commitment compensation agreement signed by the company and Yunnan Copper Group are based on normal business principles, fair, fair and reasonable, and do not damage the interests of other shareholders of the company, especially small and medium-sized shareholders. 5、 The company signed an equity custody agreement with Yunnan Copper Group, which authorized the company to manage its 40% equity of Liangshan Mining Co., Ltd. Yunnan Copper Group is the controlling shareholder of the company, and this transaction constitutes a related party transaction. When the board of directors of the company considers relevant proposals, related directors need to avoid voting. The review procedures of connected transactions shall comply with the provisions of relevant laws, regulations, rules and other normative documents. The provisions of the equity custody agreement signed between the company and Yunnan Copper Group are based on normal business principles, fair, just and reasonable, and there is no situation that damages the interests of other shareholders of the company, especially minority shareholders.
6、 We approve the relevant proposals to be submitted to the 29th meeting of the eighth board of directors for deliberation, and agree to submit the relevant proposals to the board of directors for deliberation.
Independent directors: Yu Dingming, Wang Yong, Yang Yong, Na Pengjie
January 14, 2022
