Xinjiang Tianshan Cement Co.Ltd(000877) independent director
Independent opinions on matters related to the sixth meeting of the eighth board of directors
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 Listing Rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and the articles of association, as independent directors of the company, we reviewed the relevant documents of the sixth meeting of the eighth board of directors of the company with a serious and responsible attitude, and carefully reviewed the relevant proposals of this meeting, Independent opinions on relevant proposals are as follows:
1、 Independent opinions on the impairment test report of the underlying assets of major asset restructuring
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; The company hired an accounting firm with securities and futures business qualification to issue a special audit report on the impairment test report, which is true, accurate and complete. When the board of directors considered the impairment test report, the related directors avoided voting, and the decision-making procedures of the board of directors complied with the relevant provisions of laws, regulations and the articles of association, without harming the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to the proposal on the impairment test report of the underlying assets of major asset restructuring.
Xinjiang Tianshan Cement Co.Ltd(000877) independent directors: Kong Xiangzhong, Lu Zhengfei, Zhan Lei March 25, 2022
