Inner Mongoliayuan Xing Energy Company Limited(000683)
Independent opinions of independent directors on matters related to the 21st session 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. As an independent director of the company, 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 Normative documents, articles of association and other relevant provisions, independently judge the position and express independent opinions on relevant matters of the 21st Meeting of the 8th board of directors of the company as follows:
1、 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 submitted to the board of directors 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. have been submitted to us for review in advance before being submitted to the board meeting for deliberation, Get our prior approval.
2、 This transaction constitutes a connected transaction. When the board of directors considered the above connected transactions, the connected directors Mr. Song Weitu, Mr. Wu Aiguo, Mr. Liu Baolong, Mr. Sun Zhaohui, Mr. Liang runbiao, Ms. Ding Ximei, Mr. Dai Jifeng and Ms. Peng Li avoided voting as required. The deliberation and decision-making procedures of related party transactions comply with the provisions of relevant laws, regulations, 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.
3、 The adjustment of this transaction plan is conducive to further protecting the interests of the company; The transaction plan, the report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft) (Revised Version) prepared by the company for the transaction and its abstract, the performance commitment compensation agreement on Inner Mongoliayuan Xing Energy Company Limited(000683) separate capital increase of Inner Mongolia Boyuan Yingen Mining Co., Ltd. signed by the company and relevant counterparties 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. complies with the provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents. The scheme is reasonable and operable, It does not harm the interests of the company and minority shareholders.
4、 In accordance with the company law, securities law, measures for the administration of major asset restructuring of listed companies, provisions on regulating several issues of major asset restructuring of listed companies and other laws, regulations, normative documents and the articles of association, the company has performed the necessary legal procedures for matters related to this transaction at this stage, which are complete, compliant Effective.
5、 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.
To sum up, we agree to adjust the transaction plan, agree with the overall arrangement of the board of directors on the transaction, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
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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 independent 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 27, 2022
