Yunnan Xiyi Industrial Co.Ltd(002265) board of directors
Yunnan Xiyi Industrial Co.Ltd(002265) independent directors
Matters related to the second interim board meeting of the company in 2022
Prior approval of
Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as “the company”) intends to issue shares and pay cash to China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as “Ordnance Equipment Group” or “the counterparty”) to purchase 100% equity of Chongqing construction industry (Group) Co., Ltd. (hereinafter referred to as “construction industry” or “the target company”) (hereinafter referred to as “the target assets”) and raise supporting funds (hereinafter referred to as “the transaction”).
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the Listing Rules of Shenzhen Stock Exchange and the Yunnan Xiyi Industrial Co.Ltd(002265) charter, we are the independent directors of the company, The pre approval opinions on the proposals related to this transaction to be submitted to the second interim board meeting of the company in 2022 are as follows:
1. The counterparty of this transaction, China Ordnance Equipment Group Co., Ltd., is the actual controller of the company. This transaction constitutes a connected transaction. When considering the proposal related to this transaction at the relevant board meeting, the connected directors need to avoid voting.
2. According to the administrative measures for major asset restructuring of listed companies and relevant normative documents, in view of the adjustment of the audit base date of the financial report of this transaction to March 31, 2022, zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongxinghua”), an audit institution hired by the company that meets the requirements of the securities law, conducted an extended audit of Chongqing construction industry (Group) Co., Ltd, And issued the audit report on simulated merger and financial statements of the parent company of Chongqing construction industry (Group) Co., Ltd. (zhongxinghua zhuanzi (2022) No. 010357). Meanwhile, zhongxinghua supplemented and reviewed the company’s pro forma financial statements after the implementation of the transaction simulation, and issued the review report on Yunnan Xiyi Industrial Co.Ltd(002265) pro forma financial statements (zhongxinghua yuezi (2022) No. 010011). We agree with the above relevant audit report and the special review report of the pro forma financial statements.
3. The report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its abstract are true, accurate and complete,
Yunnan Xiyi Industrial Co.Ltd(002265) the board of directors and the company have revised and updated the reorganization report and its abstract of this transaction prepared in the early stage according to the audit report after the extension, the review report for reference and the reply to the reorganization inquiry letter of the stock exchange, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. We agree to the relevant contents of the report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its abstract.
4. The company has explained to us the specific conditions of the signing of the supplementary agreement to the performance commitment and compensation agreement, provided relevant materials, conducted necessary communication and obtained our approval before the meeting of the board of directors. We believe that the modification of performance compensation and other relevant provisions is necessary and reasonable, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
5. The company has analyzed the impact of this transaction on the dilution of immediate return and put forward measures to fill the return before the convening of this board of directors. We believe that such impact analysis and relevant measures are reasonable and feasible, which is conducive to protecting the legitimate rights and interests of all shareholders.
In conclusion, we agree that the company will submit the relevant proposals involved in the above transaction to the second extraordinary board meeting of the company in 2022 for deliberation and voting.
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Yunnan Xiyi Industrial Co.Ltd(002265) board of directors (there is no text on this page, which is the signature page of Yunnan Xiyi Industrial Co.Ltd(002265) independent directors’ prior approval opinions on matters related to the second interim board meeting of the company in 2022):
Zhang Ning, Yu Dingming, Chen Xudong
May 23, 2022
