Jiangxi Copper Company Limited(600362)
Independent opinions of independent directors
Jiangxi Copper Company Limited(600362) (hereinafter referred to as the company) held the 10th meeting of the 9th board of directors on May 20, 2022. As an independent director of the company, in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws and regulations, normative documents and relevant provisions of Shanghai Stock Exchange, we carefully reviewed the relevant meeting materials of the 10th meeting of the ninth board of directors in a fair, fair, objective and realistic manner, We hereby express the following independent opinions on the matters related to the company’s spin off subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. listed on the gem (hereinafter referred to as the spin off) considered at the 10th meeting of the ninth board of directors of the company:
1. The Jiangxi Copper Company Limited(600362) plan for the spin off of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. (Revised Version) prepared by the company for this spin off complies with the provisions of laws, regulations and normative documents such as the securities law of the people’s Republic of China, the rules for the spin off of listed companies (for Trial Implementation), and is feasible and operable. This spin off will help the company highlight its main business and enhance its independence. After the spin off, the company and its subsidiaries to be spun off meet the regulatory requirements of China Securities Regulatory Commission (hereinafter referred to as CSRC) and Stock Exchange on horizontal competition and related party transactions, meet the interests of the company and all shareholders, and do not damage the interests of small and medium-sized shareholders.
2. The approval, examination and approval matters related to the shareholders’ meeting, stock exchange and China Securities Regulatory Commission involved in the spin off have been disclosed in detail in Jiangxi Copper Company Limited(600362) the plan for the listing of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to the gem (Revised Draft), and special tips have been made on the risks that may not obtain the relevant approval, examination and approval.
3. The spin off is fair and reasonable in accordance with relevant national laws, regulations and policies, follows the principles of openness, fairness and impartiality, and conforms to the overall interests of the company and shareholders. 4. The proposal related to this spin off was deliberated and adopted at the 10th meeting of the ninth board of directors of the company. The convening, convening procedures, voting procedures and methods of the above meetings comply with the provisions of the company law of the people’s Republic of China and other laws and regulations and the articles of association.
5. The proposal related to the spin off has been approved by us in advance before being submitted to the board of directors for deliberation, and complies with the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and other laws and regulations and the provisions of the articles of association.
6. The 10th general meeting of the board of directors agreed to the matters related to the company’s spin off and the ninth general meeting of the board of directors.
7. The spin off still needs to be reviewed and approved by the general meeting of shareholders and relevant competent authorities.
Signature: Zhu Xingwen, Liu Erfei, Liu Xike, Wang Feng, May 20, 2022
