Securities code: 000983 securities abbreviation: Shanxi Coking Coal Energy Group Co.Ltd(000983) Announcement No.: 2022-010 Shanxi Coking Coal Energy Group Co.Ltd(000983)
Announcement of resolutions of the 9th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
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 by means of communication. The Secretariat of the board of directors of the company has notified all directors by fax, email and personal delivery on February 7, 2022. 10 directors should be present at this meeting, and 10 directors actually participated in the voting. The meeting was presided over by Mr. Zhao Jianze, chairman of the board. The convening and voting procedures of the meeting comply with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) the meeting passed the proposal on Approving the additional audit report and review report for reference related to this transaction by 4 votes in favor, 0 against and 0 abstention
After deliberation, due to the expiration of the validity period of the financial data in the relevant documents of this issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as “this transaction”), according to the relevant provisions of laws and regulations such as the measures for the administration of major asset restructuring of listed companies, In order to meet the relevant requirements of China Securities Regulatory Commission and protect the interests of the company and shareholders, the board of directors agreed that the company would hire 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, And approve the updated audit report of the subject company and the review report of the company’s annual pro forma financial statements.
According to the Listing Rules of Shenzhen Stock Exchange, six affiliated directors of the company, Zhao Jianze, Wang Yukui, Ma Bucai, Hu Wenqiang, Ma Lingyun and Meng Qi, avoided voting, and four non affiliated directors of the company voted on the proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
(II) the meeting passed the proposal on Revising the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) and its abstract by 4 votes in favor, 0 against and 0 abstention. In view of the updated audit report and reference review report of this transaction, after deliberation, The board of directors agrees that the company shall, in accordance with 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, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies And other relevant laws and regulations, and in combination with other relevant latest matters of this transaction, 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 prepared in the early stage have been revised. The above documents will be disclosed on the website of Shenzhen Stock Exchange and other information disclosure platforms designated by the company on the announcement date of the resolution of the board of directors.
According to the Listing Rules of Shenzhen Stock Exchange, six affiliated directors of the company, Zhao Jianze, Wang Yukui, Ma Bucai, Hu Wenqiang, Ma Lingyun and Meng Qi, avoided voting, and four non affiliated directors of the company voted on the proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
(III) the meeting adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 by 10 votes in favor, 0 against and 0 abstention
In view of the completion of the audit and evaluation related to this transaction, after deliberation, the board of directors of the company agreed to request the first extraordinary general meeting of shareholders of the company in 2022 to be held in the meeting room for 100 people on the third floor of Shanxi Coking Coal Energy Group Co.Ltd(000983) building, Section 1, xinjinci Road, Wanbailin District, Taiyuan City, Shanxi Province on March 18, 2022 to consider matters related to this transaction, For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022.
3、 Prior approval and independent opinions of independent directors
The independent directors of the company have approved the matters related to items (I) to (II) in advance and expressed relevant independent opinions.
4、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Prior approval and independent opinions of independent directors.
It is hereby announced.
Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors February 18, 2022
