Pingdingshan Tianan Coal Mining Co.Ltd(601666) independent directors’ independent opinions on the relevant proposals of the 30th meeting of the 8th board of directors are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares on Shanghai Stock Exchange, the articles of association, the working system of independent directors of the company and other relevant provisions of the CSRC, As an independent director of Pingdingshan Tianan Coal Mining Co.Ltd(601666) (hereinafter referred to as “the company”), in line with the attitude of seeking truth from facts, being serious and responsible, based on the position of independent judgment and according to the information provided by the company, we hereby express the following opinions on the relevant proposals and related matters considered at the 30th meeting of the eighth board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
During the annual profit distribution in 2021, based on the total share capital of 2315215955 shares of the company, a cash dividend of 7.6 yuan (including tax) will be distributed to all shareholders for every 10 shares, totaling 175956412580 yuan, accounting for 60.21% of the net profit available for distribution attributable to shareholders of Listed Companies in that year, and the undistributed part will be used for the development of the company. We believe that the 2021 profit distribution plan proposed by the board of directors of the company is legal and compliant, and we agree to the profit distribution plan with reference to the relevant provisions of the Pingdingshan Tianan Coal Mining Co.Ltd(601666) 2019-2021 shareholder dividend return plan formulated by the board of directors of the company, in line with the notice on further implementation of cash dividends of listed companies, the company law, the articles of association and other relevant provisions of the CSRC.
2、 Independent opinions on the remuneration of directors, supervisors and senior managers
In 2021, the directors, supervisors and senior managers of the company conscientiously performed their respective duties according to their respective division of labor, better completed the work objectives and economic benefit indicators, and made contributions to the development of the company. We believe that the salary paid by the company to relevant personnel is fair, reasonable and in line with relevant salary policies and assessment standards. The salary disclosed in the 2021 annual report is consistent with the actual payment.
3、 Independent opinions on the implementation of the company’s daily connected transactions in 2021 and the expected amount in 2022
We believe that the daily related party transactions between the company and the controlling shareholder China Pingmei Shenma energy and Chemical Group Co., Ltd. and its subsidiaries follow the principle of “necessary transaction and fair pricing” in the daily related party transaction agreement, meet the interests of the listed company and all shareholders, as well as the needs of the company’s business characteristics and business development, are conducive to the company’s business development and have no impact on the company’s independence. The decision-making and execution procedures of daily connected transactions comply with the provisions of relevant laws and regulations and relevant systems of the company. We agree with the company’s implementation of daily connected transactions in 2021 and the estimated amount of daily connected transactions in 2022. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw, and the voting procedure shall comply with the company law, the articles of association and other relevant provisions.
4、 Independent opinion on internal control evaluation report in 2021
According to the provisions and requirements of the basic norms of enterprise internal control and its supporting guidelines, combined with the company’s internal control system and evaluation methods, the company has self evaluated the construction of internal control system in the reporting period on the basis of daily and special supervision of internal control, and prepared the company’s 2021 internal control evaluation report on this basis. We believe that the construction of the company’s internal control system meets the relevant requirements and the company’s reality, the company’s internal control system has been implemented in the process of production and operation, and the company’s 2021 internal control evaluation report truly and comprehensively reflects the establishment and improvement of the company’s internal control system.
5、 Independent opinion on the reappointment of the audit institution in 2022
We believe that in 2021, the company hired Asia Pacific (Group) accounting firm (special general partnership) to provide audit services for the company. The company can abide by the independent audit standards and professional ethics in the audit work. While carrying out the audit work, the company has put forward many valuable suggestions for the company to strengthen management, standardize accounting and internal control. We propose to the board of directors to continue to appoint the Institute as the audit institution of the company in 2022 for one year.
6、 Proposal on signing comprehensive procurement and service framework agreement
We believe that the signing of the comprehensive procurement and service framework agreement between the company and the bidding procurement center is to meet the daily production and operation needs of the company and follow the principles of equality and voluntariness, complementary advantages, mutual benefit and common development. The transaction is reasonable and necessary, in line with the actual situation of the company, will not affect the independence of the company, and in line with the interests of listed companies and all shareholders, There is no situation that damages the interests of minority shareholders. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
7、 Proposal on divestiture of the company’s auxiliary industries
We believe that the company’s stripping of auxiliary industries, optimizing resource allocation and focusing on the production and operation of the main coal industry will help to enlarge the advantages of the main coal industry, enhance the core competitiveness, promote the high-quality development of the company and improve the profitability of the company; At the same time, the company implements an open and transparent market-oriented auxiliary procurement mechanism, selects the best auxiliary suppliers independently, and is conducive to reducing the procurement cost of the company through fair competition among suppliers. The spin off of the company’s auxiliary industry is in line with the interests of the listed company and all shareholders, and there is no case that damages the interests of minority shareholders. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
8、 Proposal on re signing the agreement on daily connected transactions
We believe that the re signing of this connected transaction agreement meets the requirements of the listing rules that if the term of the daily connected transaction agreement signed between the listed company and the connected person exceeds three years, the relevant review procedures and disclosure obligations shall be re performed. The revised daily connected transaction agreement follows the principle of “necessary transaction and fair pricing”, and the transaction mode follows the market rules, which is in line with the interests of the listed company and all shareholders. There is no damage to the interests of minority shareholders, so it is necessary and sustainable. The revised related party transaction agreement conforms to the actual situation of the company, is conducive to maximizing the interests of the company and will not affect the independence of the company. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
9、 Proposal on the transfer of equity of wholly-owned subsidiaries
We believe that this matter will help the company to further highlight its main business, strengthen the refined coal industry, promote the high-quality development of the company, and provide important support for the company to realize green mining. This connected transaction is based on the evaluation results filed by the competent authority. The transaction pricing principle is reasonable and fair, and there is no damage to the interests of the company and shareholders. This equity transfer will not affect the company’s sustainable operation ability, and will not have an adverse impact on the company’s normal operation and business development. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
10、 Proposal on adjusting the company’s restricted stock incentive to benchmark companies
We believe that after this adjustment, the benchmarking enterprises are more comparable and meaningful, which can better stimulate the work enthusiasm of the company’s directors, senior managers and core employees, try our best to create more value for the company and shareholders, ensure the realization of the company’s future development strategy and business objectives, and will have a positive impact on the company’s financial status and operating results. There is no situation that leads to the early lifting of sales restrictions or the reduction of grant price, There is no damage to the rights and interests of the company and all shareholders, especially minority shareholders. We agree to the proposal on adjusting the company’s restricted stock incentive benchmark company.
