Inner Mongoliayuan Xing Energy Company Limited(000683)
Prior approval opinions of independent directors on matters related to the 21st Meeting of the 8th board of directors
Inner Mongoliayuan Xing Energy Company Limited(000683) (hereinafter referred to as the "company" and "listed company") intends to purchase 14% equity of Inner Mongolia Boyuan Yingen Mining Co., Ltd. (hereinafter referred to as "Yingen mining" and "target company") held by Inner Mongolia nabechuan Resource Development Co., Ltd. in cash, and increase the capital of Yingen mining in cash (hereinafter referred to as "this transaction"); Before the implementation of this transaction, the listed company held 36% equity of Yingen mining; After the completion of this transaction, the listed company will hold 60% equity of Yingen mining. 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"), the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations According to the normative documents, the articles of association and other relevant provisions, as an independent director of the company, based on our independent judgment, we conducted a prior review on the relevant matters to be submitted to the 21st Meeting of the 8th board of directors of the company for deliberation, and issued the following prior approval opinions:
1、 The adjustment of this transaction plan is conducive to further protecting the interests of the company. The adjusted plan meets the relevant requirements and substantive conditions of laws, regulations and normative documents such as the company law, the securities law, 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, etc, The scheme is reasonable and feasible, and there is no situation that damages the interests of the company and all shareholders. 2、 The performance commitment compensation agreement on Inner Mongoliayuan Xing Energy Company Limited(000683) the separate capital increase of Inner Mongolia Boyuan Yingen Mining Co., Ltd. and the performance commitment compensation agreement on the transfer of equity of Inner Mongolia Boyuan Yingen Mining Co., Ltd. by Inner Mongolia Mido Energy Co., Ltd. are legal and compliant, and the transaction terms are fair and reasonable, In line with the interests of the company and all shareholders.
3、 The proposal on adjusting the plan for this major asset purchase and capital increase and related party transactions, the report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft) (Revised Version) and its summary to be submitted to the 21st Meeting of the 8th board of directors of the company for deliberation The proposal on signing the performance commitment compensation agreement on Inner Mongoliayuan Xing Energy Company Limited(000683) the separate capital increase of Inner Mongolia Boyuan Yingen Mining Co., Ltd. and the performance commitment compensation agreement on the transfer of equity of Inner Mongolia Boyuan Yingen Mining Co., Ltd. by Inner Mongolia Mido Energy Co., Ltd. comply with the company law and the Securities Law The measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents.
4、 The company has fulfilled the relevant information disclosure obligations necessary at this stage as required, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents.
5、 According to the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction; The company will examine and approve matters related to this transaction in accordance with the related party transaction procedures, and the related directors and shareholders of the company shall avoid voting.
To sum up, we recognize the matters related to the adjustment of the transaction scheme and agree to submit the relevant proposals to the 21st Meeting of the 8th board of directors of the company for deliberation and voting.
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(there is no text on this page, which is the signature page of Inner Mongoliayuan Xing Energy Company Limited(000683) independent director's prior approval opinions on matters related to the 21st Meeting of the 8th board of directors) signature of independent director:
Sui Jingxiang, Han Junqin, Zhang Shichao, Dong min
February 21, 2022
