Xinjiang Tianshan Cement Co.Ltd(000877) independent director
Prior approval of the impairment test report of the subject assets of major asset restructuring
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and the articles of association, the company provided the relevant materials of the board of directors to the independent directors before holding the sixth meeting of the eighth board of directors to review the relevant proposals. As an independent director of the company, we have fully demonstrated the matters involved in the relevant proposals, and now make a prior approval on the matters related to the impairment test of the company’s restructuring as follows:
The company has purchased 100% equity of China United Cement Group Co., Ltd., 8510134% equity of Nanfang Cement Co., Ltd., 7992845% equity of Southwest Cement Co., Ltd. and 100% equity of Sinoma Cement Co., Ltd. (hereinafter referred to as “subject assets”) from China Building Materials Co., Ltd. (hereinafter referred to as “China Building Materials Co., Ltd.”) by issuing shares. According to the impairment compensation agreement signed with China Building Materials Co., Ltd, After the end of the first fiscal year of the impairment compensation period, the company performed the asset impairment test procedures for the subject assets of the company’s major asset restructuring, and prepared the special report on the equity impairment test involved in the matters of issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions in Xinjiang Tianshan Cement Co.Ltd(000877) 2021 (hereinafter referred to as the “impairment test report”). After testing, as of December 31, 2021, the subject assets of the company’s major asset restructuring had not been impaired.
We believe that the test result is reasonable and fairly reflects the impairment test conclusion of the subject assets of the company’s major asset restructuring, and there is no case that damages the interests of the company and shareholders, especially minority shareholders. We recognize the above impairment test conclusion, and we unanimously agree to submit the impairment test report to the sixth meeting of the eighth board of directors of the company for deliberation. The major asset restructuring involved in the impairment test report involves related party transactions, and the related directors must avoid voting.
Xinjiang Tianshan Cement Co.Ltd(000877) independent directors: Kong Xiangzhong, Lu Zhengfei, Zhan Lei March 18, 2022
