Yunnan Tin Co.Ltd(000960) independent director
Independent opinions on matters related to the 7th Meeting of the 8th board of directors
Board of directors:
As an independent director of the company, in accordance with the relevant provisions of the rules for independent directors of listed companies, the governance standards of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, and based on the position of independent judgment, we hereby make the following special notes and independent opinions on the relevant matters considered at this meeting:
1、 Independent opinions on Yunnan Tin Co.Ltd(000960) plan for daily connected transactions in 2022 and signing and continuing to perform connected transaction contracts with connected parties
In accordance with the provisions of article 3.5.19 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the board of directors of the company has obtained our prior approval and written opinions before considering the above plan. The independent opinions are as follows:
1. Necessity of transaction: the daily related party transaction plan of 2022 formulated by the company belongs to the normal business scope of the company, which is conducive to supporting the development of the company’s main business and meeting the needs of the company’s normal production and operation.
2. Fairness of transaction: the transaction price is based on the market price, according to the market fair price pricing principle, does not violate the principles of openness, fairness and impartiality, and complies with the relevant rules of related party transactions.
3. Impact on the company’s independence: related party transactions have no impact on the independence of listed companies, and the company’s main business will not rely on or be controlled by related parties due to such transactions.
4. Deliberation procedure: this related party transaction has been approved by us in advance before being submitted to the board of directors for deliberation. The procedures for convening, convening and making resolutions of the board of directors comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and the related directors abstained from voting when the board of directors considered the plan for related party transactions.
To sum up, we unanimously agree that the company’s daily related party transactions in 2022 are expected and the contract matters related to related party transactions signed and continued to be performed with related parties, and agree to submit them to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on Yunnan Tin Co.Ltd(000960) 2022 hedging plan
1. The relevant approval procedures for the company to carry out hedging business by using the futures market comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association. The company has formulated and strictly implemented the Yunnan Tin Co.Ltd(000960) futures hedging management measures. In addition, the company has established a futures hedging committee to further strengthen the management of futures hedging and continuously improve the operation process of futures hedging at home and abroad.
2. On the premise of ensuring normal production and operation, the company’s hedging business is mainly to avoid the risk of price fluctuation of raw materials and products, which is closely related to the company’s operation and does not damage the interests of the company and all shareholders.
3. As an effective tool to avoid the risk of price fluctuation, hedging business is conducive to give full play to the company’s competitive advantage by strengthening internal management, implementing risk prevention measures and improving business level. It is necessary for the company to carry out hedging business, which is conducive to ensuring the company’s operating benefits and reducing production and operation risks. Therefore, we unanimously agreed to submit the plan to the general meeting of shareholders for deliberation.
Independent director: Xie Yunshan, Shao Weifeng, Yin Xiaobing, Yuan Rongli
January 24, 2002
