Shanxi Coking Coal Energy Group Co.Ltd(000983)
Prior approval opinions of independent directors on matters related to the ninth meeting of the eighth board of directors of the company
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies, 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, the measures for the administration of securities issuance of listed companies and the stock listing rules of Shenzhen Stock Exchange And other relevant laws and regulations, normative documents, as well as the relevant provisions of the Shanxi Coking Coal Energy Group Co.Ltd(000983) articles of association and Shanxi Coking Coal Energy Group Co.Ltd(000983) independent director system, as an independent director of the company, we express the following prior approval opinions on the relevant proposals to be submitted to the ninth meeting of the eighth board of directors for deliberation:
1. Before issuing relevant proposals, the board of directors has submitted complete materials to us for deliberation at an appropriate time and conducted necessary communication.
2. Due to the expiration of the validity period of the financial data in the documents related to the issuance of shares and the payment of cash to purchase assets and the raising of supporting funds and related party transactions (hereinafter referred to as “this transaction”), in accordance with the relevant provisions of the administrative measures for major asset restructuring of listed companies and other laws and regulations, In order to meet the relevant requirements of China Securities Regulatory Commission and protect the interests of the company and shareholders, the company hired Lixin Certified Public Accountants (special general partnership) in accordance with laws and regulations to conduct supplementary audit on the financial report of the target company in 2019, 2020 and January November 2021, Updated the audit report of the subject company and the review report of the company’s annual pro forma financial statements. The above-mentioned extended audit arrangement of the company reflects the fairness and rationality of this transaction, is conducive to safeguarding the interests of minority shareholders, and complies with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies.
3. The company’s updated audit report based on this transaction The revision of 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 its abstract in the reference review report and other latest matters complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of major asset restructuring of listed companies Relevant provisions of laws and regulations such as the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies.
4. In accordance with the measures for the administration of major asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. The board of directors shall apply the approval procedures for connected transactions when considering proposals related to connected transactions, and the connected directors shall avoid voting.
5. In conclusion, we recognize the relevant contents of the company’s transaction and agree to submit relevant proposals to the ninth meeting of the eighth board of directors for deliberation.
Independent director: Li Yumin, Zhao Lixin, Li Yongqing, Deng Shuping February 18, 2022
