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
Independent opinion of
As an independent director of Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as “the company”), in accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, 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 and the Yunnan Xiyi Industrial Co.Ltd(002265) articles of association, We have carefully reviewed the relevant proposals of the second interim board meeting of the company in 2022, and based on our independent judgment, we express the following independent opinions on the following matters of the company:
1. 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.
2. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring and a related party transaction. The convening procedures, voting procedures and methods of the board of directors comply with the provisions of the company law of the people’s Republic of China and other laws and regulations, normative documents and Yunnan Xiyi Industrial Co.Ltd(002265) articles of association. The relevant resolutions of the board of directors on this transaction are legal and effective.
3. The report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) (Revised Version) and its abstract are true, accurate and complete. The company has 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, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree with Yunnan Xiyi Industry Co., Ltd
Yunnan Xiyi Industrial Co.Ltd(002265) board of directors the company issues shares and pays cash to purchase assets and raise supporting funds and related party transactions report (Draft) (Revised Version) and its abstract.
4. The supplementary agreement to the performance commitment and compensation agreement signed this time meets the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, other relevant laws, regulations and normative documents and regulatory rules, There is no situation that damages the interests of the company and minority shareholders.
5. The company analyzed the impact of this transaction on the dilution of immediate return and put forward measures to fill the return, which is reasonable and feasible; The relevant subjects of the company have made relevant commitments to the effective implementation of the measures to fill the return, which is in line with the relevant provisions of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC, and is conducive to the protection of the legitimate rights and interests of all shareholders.
6. The convening, convening and voting procedures and methods of the second interim board meeting of the company in 2022 comply with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association, and the resolutions formed at the meeting are legal and effective.
To sum up, this transaction of the company complies with the provisions of relevant national laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized investors. We agree to the proposal related to this transaction in the second interim board meeting of the company in 2022, and agree to submit the relevant proposal to the general meeting of shareholders of the company for deliberation. (no text below)
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’ independent opinions on matters related to the second interim board meeting of the company in 2022)
Zhang Ning, Yu Dingming, Chen Xudong
May 23, 2022
