Independent director of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
Independent opinions on relevant matters considered at the sixth meeting of the seventh board of directors of the company
Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (hereinafter referred to as the “company”) plans to absorb and merge Huainan Mining and related party transactions (hereinafter referred to as the “transaction”) by issuing shares, convertible corporate bonds (if any) and paying cash to all shareholders of Huainan Mining (Group) Co., Ltd. (hereinafter referred to as the “Huainan Mining”). The sixth meeting of the seventh board of directors of the company deliberated on matters related to this transaction. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) As independent directors of the company, we are independent directors of the company in accordance with the relevant provisions of laws, regulations, departmental rules and normative documents such as the rules for independent directors of listed companies, the rules for the listing of shares of Shanghai Stock Exchange, the guidelines for the governance of listed companies (hereinafter referred to as “laws and regulations”) and the articles of association of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (hereinafter referred to as “articles of association”), After carefully reviewing the proposals and relevant materials submitted to the board of directors for consideration, in a pragmatic, serious and responsible attitude, based on the position of independent judgment, and after careful research, we express the following independent opinions:
1. One of the counterparties of this transaction Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd. is the indirect controlling shareholder of the company. After the completion of this transaction, Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd. will become the direct controlling shareholder of the company. According to the relevant provisions of laws and regulations such as the reorganization management measures and the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
2. According to the reorganization management measures and other relevant provisions, this transaction is expected to constitute a major asset reorganization, but does not constitute a reorganization and listing.
3. The relevant proposals of this transaction have been approved by the independent directors in advance before being submitted to the sixth meeting of the seventh board of directors of the company for deliberation.
4. Matters related to this transaction were deliberated and adopted at the sixth meeting of the seventh board of directors of the company. When the board of directors deliberated the relevant proposals of this transaction, the related directors withdrew according to law, and the convening, convening procedures, voting procedures and methods of this board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
5. This transaction complies with the relevant provisions of the company law, the securities law, the measures for the administration of reorganization, the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies and other laws and regulations.
6. This transaction conforms to the company’s development strategy, helps the company become bigger and stronger, further improves its financial situation, enhances its sustainable profitability, highlights its main business, enhances its anti risk ability, enhances its independence, reduces related party transactions and avoids horizontal competition.
7. The plan formulated by the company for this transaction and the merger and acquisition agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd., which is to be signed and takes effect with conditions, comply with the provisions of the company law, the securities law, the reorganization management measures and other relevant laws and regulations.
8. The connected transactions involved in this transaction comply with the principles of fairness, openness and impartiality. The transaction price of the underlying assets of this transaction will be determined on the basis of the appraisal results of the underlying assets issued by the asset appraisal institution in accordance with the provisions of the securities law and approved / filed by the competent State-owned Assets Supervision and administration institution. The pricing principle of the underlying assets is reasonable, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
9. This transaction will provide cash options to dissenting shareholders of listed companies. The setting of such measures is conducive to protecting the legitimate rights and interests of minority shareholders.
10. Since the underlying assets involved in this transaction are being audited and evaluated by relevant institutions, the company will convene another meeting of the board of directors after the completion of relevant audit and evaluation to prepare and disclose the draft transaction report and its summary. At that time, we will issue independent opinions on matters related to the audit and evaluation of this transaction.
11. This transaction has fulfilled the necessary legal procedures and information disclosure procedures at this stage. After the audit and evaluation are completed, the company shall convene the board of directors again for deliberation, submit it to the general meeting of shareholders for approval and obtain the approval of the CSRC.
In conclusion, we agree with the company’s transaction plan and the overall arrangement of the company’s board of directors on this transaction. This transaction is conducive to the long-term development of the company and conforms to the interests of the company and all shareholders. There is no damage to the interests of the listed company and its shareholders, especially the minority shareholders. The relevant matters comply with the applicable laws and regulations and the provisions of the articles of association. After the completion of the audit and evaluation related to this transaction, when the company reconvenes the board meeting on this transaction, we will express our opinions on relevant matters again.
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(there is no text on this page, which is the signature page of the independent opinions of the independent directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on the deliberation of relevant matters at the sixth meeting of the seventh board of directors) signature of the independent director: Xie Jingdong, Li Xiaoxin, Zhuomin
February 21, 2022
