Shanxi Coking Coal Energy Group Co.Ltd(000983)
Independent opinions of independent directors on matters related to the 13th meeting of the 8th board of directors of the company
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”) the 13th meeting of the 8th board of directors was held on May 20, 2022. As independent directors of the company, we attended the meeting, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations In accordance with the normative documents, the relevant provisions of the Shanxi Coking Coal Energy Group Co.Ltd(000983) articles of association and Shanxi Coking Coal Energy Group Co.Ltd(000983) independent director system, based on the principle of diligence, objectivity and impartiality and independent judgment, after carefully considering the relevant proposals of the 13th meeting of the 8th board of directors, we express our independent opinions as follows:
1. The company has obtained our prior approval before submitting to the board meeting for deliberation on the relevant proposals of the 13th meeting of the eighth board of directors.
2. The supplementary agreement between Shanxi Coking Coal Energy Group Co.Ltd(000983) and Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. on the performance compensation agreement of Huajin Coking Coal Co., Ltd. signed by the company and the counterparty complies with the provisions of relevant laws, regulations and normative documents.
3. The company replied based on one feedback from the review of administrative licensing projects by the CSRC, The revision of the report on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) (Revised Draft) and its abstract in combination with other relevant latest matters of this transaction complies with 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, and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies Relevant provisions of laws and regulations such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies.
The relevant proposals involved in this exchange were deliberated and adopted at the 13th meeting of the eighth board of directors of the company. This transaction constitutes a related party transaction. The company applied the approval procedures for related party transactions when considering this transaction, and the related directors withdrew according to law during the voting process. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national laws, regulations, rules, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
Independent director: Li Yumin, Zhao Lixin, Li Yongqing, Deng Shuping May 20, 2022
