Sichuan Development Lomon Co.Ltd(002312)
Opinions of independent directors on matters related to the 14th meeting of the 6th board of directors
Prior approval opinion
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and other normative documents and the Sichuan Development Lomon Co.Ltd(002312) articles of association As an independent director of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”), based on the principle of independent and objective judgment, we have reviewed the relevant matters proposed to be submitted to the 14th meeting of the sixth board of directors for deliberation in advance, and issued the following prior approval opinions:
1、 Prior approval opinions on matters related to the company’s issuance of shares to purchase assets and related party transactions
We are satisfied that the company plans to develop Sichuan Mining Group Co., Ltd Sichuan Salt Industry Corporation issued shares to purchase 100% equity of Sichuan development Tianrui Mining Co., Ltd. and related party transactions (hereinafter referred to as “this transaction”) (including but not limited to the proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions and the report on and summary proposal, proposal on signing the supplementary agreement of issuing shares to purchase assets with effective conditions, proposal on signing the performance compensation agreement of issuing shares to purchase assets with effective conditions, etc.), The company has explained the specific situation of this transaction to us and provided relevant materials before the board of directors, which has been recognized by us. Now, we express the following prior approval opinions:
1. This transaction complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, other relevant laws and regulations and normative documents issued by the CSRC. This transaction is conducive to optimizing the company’s financial situation and promoting the sustainable and healthy development of the company Improving the company’s asset quality and comprehensive competitiveness is conducive to enhancing the company’s independence, solving potential horizontal competition, reducing related party transactions and enhancing sustainable profitability. This transaction is necessary and reasonable, has basic feasibility and operability, has no major legal and policy obstacles, and is in line with the long-term development of the company and the interests of the company and all shareholders.
2. In this transaction, the controlling shareholder of the company is Sichuan Development Mining Group Co., Ltd. the counterparties of this transaction include Sichuan Development Mining Group Co., Ltd. and its related party Sichuan Salt Industry Corporation. Therefore, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization and listing. The board of directors of the company shall apply the approval procedures for related party transactions when considering the proposals related to this transaction, and the related directors shall withdraw from voting according to law. 3. The issue price of this transaction is determined with reference to market practices on the basis of full consideration of factors such as changes in the capital market environment and regulatory requirements for state-owned assets, The transaction price of the underlying assets is determined through negotiation based on the evaluation results of the evaluation report issued by the evaluation institution with securities service qualification hired by the company and filed by the state-owned assets supervision and administration institution or its authorized unit. The pricing principles and methods of related party transactions are appropriate and reflect the principles of fair, open and fair market, The company has fulfilled the necessary internal decision-making procedures for related party transactions at this stage, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
4. This transaction still needs to be deliberated and approved by the general meeting of shareholders of the company, approved by the competent State-owned Assets Supervision and administration institution or its authorized unit, approved by China Securities Regulatory Commission and other necessary approvals, approvals, filings or permits that may be involved.
We agree to submit matters related to this transaction to the 14th meeting of the 6th board of directors of the company for deliberation.
2、 Prior approval opinions on the proposed signing of custody agreement and related party transactions
The company has explained to us the signing of the custody agreement and related party transactions, provided relevant materials, conducted necessary communication and obtained our approval before the convening of the board of directors. The entrusted management is necessary and reasonable to avoid potential horizontal competition problems of the company. The transaction is conducted on the basis of normal commercial transaction conditions and does not damage the interests of the company and its shareholders, especially minority shareholders. We agree to submit the signing of the custody agreement and related party transactions to the 14th meeting of the 6th board of directors of the company for deliberation, and interested related directors shall withdraw during the voting of the board of directors.
(no text below)
(there is no text on this page, which is the signature page of the prior approval opinions of independent directors) independent directors (signature):
Zhou Yousu:
Feng Zhibin:
Ma Yongqiang:
January 7, 2002
