Securities code: Shanxi Coking Coal Energy Group Co.Ltd(000983) securities abbreviation: Shanxi Coking Coal Energy Group Co.Ltd(000983) Announcement No.: 2022042 Shanxi Coking Coal Energy Group Co.Ltd(000983)
Announcement of resolutions of the 13th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 13th meeting of the 8th board of directors of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as "the company") was held at 11:00 am on May 20, 2022 in the meeting room for 100 people on the third floor of Shanxi Coking Coal Energy Group Co.Ltd(000983) building, No. 1, Section 1, xinjinci Road, Wanbailin District, Taiyuan city. The Secretariat of the board of directors of the company has notified all directors by fax, email and personal delivery on May 9, 2022. Nine directors should be present at this meeting, and nine actually voted. The meeting was presided over by Mr. Zhao Jianze, chairman of the board. Supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting comply with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) the meeting passed the proposal on 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. by 4 votes in favor, 0 against and 0 abstention
After deliberation, the board of directors agreed that the company and Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. signed 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. to supplement the performance commitment and other relevant provisions.
According to the Listing Rules of Shenzhen Stock Exchange, five affiliated directors of the company, Zhao Jianze, Wang Yukui, Hu Wenqiang, Ma Lingyun and Meng Qi, avoided voting, and four non affiliated directors of the company voted on the proposal.
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. is detailed in cninfo (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
The general meeting of shareholders of the company has authorized the board of directors of the company to handle matters related to this transaction. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) the meeting passed the proposal on the registration and management system of insiders by 9 votes in favor, 0 against and 0 abstention
See http://www.cn.info.com.cn for details of the registration and management system for insiders of inside information Relevant announcements of disclosure.
(III) the meeting passed the proposal on the report on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its summary by 4 votes in favor, 0 against and 0 abstention
After deliberation, the board of directors agreed that in accordance with the relevant provisions of laws and regulations such as 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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, Based on the reply to the feedback from the review of the administrative licensing project of the CSRC and in combination with other relevant latest matters of this transaction, the report on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) and its abstract prepared in the early stage have been revised.
According to the Listing Rules of Shenzhen Stock Exchange, five affiliated directors of the company, Zhao Jianze, Wang Yukui, Hu Wenqiang, Ma Lingyun and Meng Qi, avoided voting, and four non affiliated directors of the company voted on the proposal.
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 Version) and its abstract. For details, see http://www.cn.info.com.cn Relevant announcements of disclosure.
The general meeting of shareholders of the company has authorized the board of directors of the company to handle matters related to this transaction. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Prior approval and independent opinions of independent directors
The independent directors of the company have approved the matters related to (I) (III) proposals in advance and expressed relevant independent opinions.
4、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Prior approval and independent opinions of independent directors.
It is hereby announced.
Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors may 20, 2022
