Inner Mongolia Dazhong Mining Co.Ltd(001203) : prior approval opinions of independent directors on matters related to the 10th meeting of the 5th board of directors of the company

Inner Mongolia Dazhong Mining Co.Ltd(001203) independent directors’ prior approval opinions on matters related to the 10th meeting of the 5th board of directors

Inner Mongolia Dazhong Mining Co.Ltd(001203)

Opinions of independent directors on relevant matters of the 10th meeting of the 5th board of directors of the company

Prior approval opinion

Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as “the company”) the 10th meeting of the 5th board of directors will be held on March 3, 2022. The meeting plans to consider the proposal on renewing the appointment of accounting firms and the proposal on the estimated amount of daily connected transactions in 2022. As an independent director of the company, we have carefully considered the above two matters in advance, and our opinions are as follows:

1. Prior approval opinions on the renewal of accounting firm

Zhonghui Certified Public Accountants (special general partnership) has the business qualification related to securities and futures, has successively provided audit, special assurance and other services for many listed companies, has rich experience in serving listed companies, can provide true and fair audit services for the company, and has the independence, professional competence and Investor protection capability and business experience. During his tenure as the company’s audit institution in 2021, he strictly followed the “independent auditing standards for Chinese certified public accountants” and other laws, regulations and relevant policies related to financial audit, performed his duties diligently, followed the independent, objective and fair practice standards, and better fulfilled the responsibilities and obligations agreed by both parties, The company’s renewed employment of accounting firm is conducive to maintaining the continuity of audit business and will not damage the interests of the company and shareholders, especially minority shareholders. Therefore, we agree to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. We agree to submit the proposal to the 10th meeting of the 5th board of directors of the company for deliberation.

2. Prior approval opinions on the estimated amount of daily connected transactions in 2022

We express the following prior approval opinions on the expected related party transactions between the company and Inner Mongolia Jinhui rare mineral Co., Ltd. in 2022: the expected related party transactions between the company and related parties are based on business needs, belong to normal commercial transactions, meet the production and operation planning and development needs of the company, and are necessary; The transaction price is determined according to the market price and the price is fair; Related parties enjoy their rights and perform their obligations in accordance with the contract; The necessary internal decision-making procedures for related party transactions did not violate the principles of openness, fairness and impartiality. The related party transaction does not harm the interests of the company and minority shareholders, and will not affect the independence of the company. We agree to submit this connected transaction to the 10th meeting of the 5th board of directors of the company for deliberation.

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Inner Mongolia Dazhong Mining Co.Ltd(001203) independent directors’ prior approval opinions on matters related to the 10th meeting of the 5th board of directors

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Wang Jianwen: Wang Lixiang:

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