Shanxi Coking Coal Energy Group Co.Ltd(000983)
Independent opinions of independent directors on matters related to the ninth meeting of the eighth board of directors of the company
The 9th meeting of the 8th board of directors of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”) was held on February 18, 2022. As independent directors of the company, we attended the meeting, 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. Based on the principle of diligence, objectivity and impartiality and the position of independent judgment, after carefully considering the relevant proposals of the ninth meeting of the eighth board of directors, based on the position of independent judgment and careful analysis, we express the following independent opinions:
1. The company has obtained our prior approval before submitting it to the board meeting for deliberation on the relevant proposals of the ninth meeting of the eighth board of directors.
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 employs Lixin certified public accountants in accordance with laws and regulations
The Office (special general partnership) conducted supplementary audit on the financial report of the target company in 2019, 2020 and January November 2021, and updated the audit report of the target 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. The relevant proposals involved in this exchange were deliberated and adopted at the ninth meeting of the eighth board of directors of the company. This transaction constitutes a related party transaction. The company applied the approval procedures for related party transactions when considering this transaction, and the related directors withdrew according to law during the voting process. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national laws, regulations, rules, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
In conclusion, we agree to submit the proposals related to this transaction to the general meeting of shareholders of the company for deliberation.
Independent director: Li Yumin, Zhao Lixin, Li Yongqing, Deng Shuping February 18, 2022
