Ping An Securities Co., Ltd
Verification opinions on the reply to the inquiry letter on the restructuring of Shanxi Coking Coal Energy Group Co.Ltd(000983) Energy Group Co., Ltd. issued by Shenzhen Stock Exchange
Listed company management department I of Shenzhen Stock Exchange:
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) “, “company” and “listed company”) disclosed the report on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) and relevant documents on January 17, 2022. On January 28, 2022, your ministry issued the inquiry letter on the restructuring of Shanxi Coking Coal Energy Group Co.Ltd(000983) (license restructuring inquiry letter [2022] No. 2, hereinafter referred to as the “inquiry letter”). Ping An Securities Co., Ltd. (hereinafter referred to as “independent financial consultant” and “Ping An Securities”) as the independent financial consultant of this reorganization, analyzed and verified the relevant issues in the inquiry letter and issued the following verification opinions:
Unless otherwise specified, the abbreviations in this verification opinion have the same meaning as those in the report on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) (hereinafter referred to as “restructuring report”).
catalogue
catalogue 2 question 1 3 question 2 6 question 3 25 question 4 30 question 5 35 question 6 41 question 7 44 question 8 45 question 9 50 question 10 59 question 11 69 question 12 80 question 13 84 question 14 89 question 15 96 question 16 99 question 17 101 question 18 102 question 19 112 question 20 125 question 21 130 question 22 136 question 1
The target company is mainly engaged in coal mining, washing and processing. The supporting funds raised this time will be used for Shaqu No. 12 coal mine intelligent project and Shaqu No. 12 coal mine gas comprehensive development and utilization project. Your company is requested to supplement and disclose whether the built, under construction and proposed projects and supporting fund-raising projects of the subject company belong to “high energy consumption and high emission” projects, whether they meet the relevant national or local policy requirements and implementation, whether they need to comply with the procedures and performance of relevant competent departments, such as examination and approval, filing and so on. The independent financial adviser is requested to check the above matters and give clear opinions.
Reply: I. whether the projects built, under construction and proposed by the target company and supporting fund-raising projects belong to “high energy consumption and high emission” projects
The Ministry of ecology and environment issued the guidance on strengthening the prevention and control of ecological environment sources of high energy consumption and high emission construction projects (EIA [2021] No. 45) on May 30, 2021, “The” two high “projects are temporarily counted according to the six industry categories of coal and electricity, petrochemical, chemical, iron and steel, non-ferrous metal smelting and building materials. If there are clear regulations on the scope of the” two high “in the follow-up, those regulations shall prevail.”
The target company Huajin coking coal and Mingzhu coal are mainly engaged in coal mining, washing and processing, and the main products are coking coal. According to the industry classification guidelines for listed companies issued by China Securities Regulatory Commission in October 2021, the industry of the subject company is “coal mining and washing industry (Industry Code: B06)”. According to the industrial classification of national economy (GB / t4754-2017) issued by the National Bureau of statistics in May 2019, the subject company belongs to “coal mining and washing industry” (Industry Code: B06). Therefore, it does not belong to the industry of “high energy consumption and high emission”. As of the date of issuance of this reply, the basic information of the built, under construction and planned projects and supporting fund-raising projects of the subject company and its subsidiaries is as follows:
No. name of main construction project project progress
1. The 5 million T / a mine reconstruction and expansion project of Shaqu No. 1 Mine of Huajin coking coal mine has been built
2. The reconstruction and expansion project of 3 million T / a coal mine and coal preparation plant of Shaqu No. 2 coal mine of Huajin coking coal mine has been built
3. The 3 million T / a merger, reorganization and integration project of Jining coal mine has been built
4. The 900000 T / a merger, reorganization and integration project of Mingzhu coal mine has been built
5 Huajin coking coal Shaqu phase I 14MW gas power station project has been built
6. Huajin coking coal Shaqu phase II 62mw gas power station project has been built
7. The low concentration gas power generation project of Shaqu No. 1 coal mine of Huajin Coking Coal Co., Ltd. has been built
8. The low concentration gas (mobile) power generation project of Shaqu No. 2 coal mine of Huajin coking coal mine has been built
9. The intelligent project of Shaqu No. 1 and No. 2 coal mine of Huajin coking coal mine (raised investment project) is under construction
10 Huajin coking coal Shaqu No.1 and No.2 coal mine gas comprehensive development and utilization project (raised investment project) is under construction
11. Phase I intelligent upgrading and reconstruction project of gas power plant of Huajin Coking Coal Co., Ltd
The built, under construction and proposed projects of the target company and its subsidiaries listed in the above table are carried out around the main business of the target company “coal mining and washing industry”. Among them, the construction of gas power station and upgrading project, low concentration gas power generation project and gas comprehensive development and utilization project is to ensure the safe production of two high gas mines of Shaqu No. 1 Mine and Shaqu No. 2 mine, At the same time, increasing energy supply and reducing environmental pollution are in line with the relevant national plans for coal mine gas power generation industry and regional economic transformation and development. Therefore, they do not belong to “high energy consumption and high emission” projects. 2、 Whether it meets the relevant national or local policy requirements and implementation, whether it is necessary to perform the procedures and implementation of examination and approval, approval and filing of relevant competent departments
As of the issuance date of this reply, the relevant approval, approval, filing and other procedures of the built, under construction and proposed projects involved in the subject company, its subsidiaries and supporting raised funds are shown in the table below:
Name of main construction project in sequence project approval / EIA reply energy conservation review opinion No. body filing
Huajin jiaoshaqu No. 1 coal mine 500 development and reform energy environmental review [2011] 113 development and Reform Office Huan Zi 10000 t / a coal mine GX [2014] No. 145 [2013] No. 335 construction project
Huajin jiaoshaqu No.2 Coal Mine 300 development and reform energy development and Reform Office Huanzi 20000 t / a coal mine and Xuan [2014] No. 147 huanshen [2011] No. 84 [2013] No. 588 coal plant reconstruction and expansion project
Jining Coal Jining Coal Mine 300 Jining Coal Restructuring Office issued jinjingxin energy saving letter 30000 T / a merger and reorganization [2009] No. 95 HS [2014] No. 89 [2013] No. 110 integration project
90 Jin huanhan of Mingzhu coal mine
4. Merger and reorganization of Mingzhu coal 10000 t / a Jinmei Restructuring Office [2010] No. 869 Linjin coal environmental letter
Yejizheng project [2009] No. 87 KSH [2011] No. 927 [2021] No. 323
5 Huajin jiaoshaqu phase I 14MW Jinfa to energy development Jinhuan letter liujingxin word
Coal gas power station project [2006] No. 728 [2006] No. 312 [2014] No. 94
6. Huajin jiaoshaqu phase II 62mw Jinfa gainengfa Jinhuan Hanjin Jingxin energy saving Han coal and gas power station project [2011] No. 1188 [2008] No. 317 [2011] No. 186
Huajin Coking Coal Co., Ltd
7 Huajin Jiaoren company Shaqu No.1 Coal Mine Liufa reform audit wholesale Jinhuan letter Jinfa reform energy audit
Coal low concentration gas power generation project [2017] No. 191 [2014] No. 425 [2014] No. 65
order
Huajin jiaoshaqu No.2 coal mine low concentration tile willow development reform review wholesale Jinhuan letter Jinfa reform energy review
8. Coal (mobile) power generation [2019] No. 33 [2014] No. 426 [2014] No. 64
project
According to the record certificate of fixed assets Huajin jiaoshaqu No.1 and No.2 Coal Mine Project (the project does not involve the energy-saving 9 coal intelligent project of new production increase investment project (raised investment code: Yes, no need for environmental assessment and inspection measures), the investment of enterprises in Shanxi Province is subject to Article 6 of the project) 2111-141125-89-0 does not need to be reviewed separately (section 2-879304)
Shaqu No. 1 and No. 2 coal mine Shanxi enterprise investment according to the fixed assets
Registration certificate of Huajin coke and gas comprehensive development project (the project does not involve energy conservation of new production increase investment projects)
10 coal project (raised investment item code: Yes, no need for EIA review measures)
Item 2111-141125-89-0, no need to enter separately
2-462895) energy saving review
Shanxi enterprise investment of Huajin Coking Coal Co., Ltd. according to Article 6 of the record certificate of gas power generation project of fixed assets Huajin Jiaoren company (energy saving review of project investment project 11 coal plant phase I intelligent upgrade code: not yet obtained (note) check method, Level 1 reconstruction project 2112-141125-89-0 does not need to be reviewed separately (section 2-503308)
Note: the phase I intelligent upgrading and reconstruction project of gas power plant of Huajin Coking Coal Co., Ltd. is a proposed project, which obtained the Filing Certificate of enterprise investment project in Shanxi Province on December 3, 2021. As of the date of issuance of this verification opinion, the subject company has not started construction, and is performing the environmental impact assessment procedures in accordance with the requirements of laws and regulations.
According to Article 25 of the environmental impact assessment law, if the environmental impact assessment documents of a construction project have not been examined by the examination and approval department according to law or have not been approved after examination, the construction unit shall not start construction.
As of the date of issuance of this verification opinion, except that the proposed project has not obtained the EIA reply, the target company, its subsidiaries and the completed and under construction projects involved in the supporting raised funds have completed or obtained the necessary project approval, approval, filing and other procedures, which meet the relevant national or local policy requirements.
3、 Supplementary disclosure instructions
The above-mentioned relevant contents have been supplemented and disclosed in “III. main business development of the target company” of “section IV transaction target” in the reorganization report (Revised Version).
4、 Verification opinions of independent financial advisor
After checking and reading the feasibility study corresponding to the built and under construction projects and supporting fund-raising projects of the target company and its subsidiaries
