Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Explanations under Articles 11 and 43
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) ” and “listed company”) intends to purchase 51% equity of Huajin Coking Coal Co., Ltd. (hereinafter referred to as “Huajin coking coal”) and 49% equity of Shanxi Huajin Mingzhu Coal Co., Ltd. (hereinafter referred to as “Mingzhu coal”) by issuing shares and paying cash, and raise supporting funds (hereinafter referred to as “this transaction”).
The board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the measures for the administration of restructuring). The board of Directors believes that:
1、 This transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies
1. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust.
2. This transaction will not cause the company to fail to meet the conditions for stock listing.
3. The asset pricing involved in this transaction is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders.
4. The ownership of the assets involved in this transaction is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal.
5. This transaction is conducive to enhancing the company’s ability to continue operation, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization.
6. This transaction is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies. 7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
2、 This transaction complies with Article 43 of the measures for the administration of major asset restructuring of listed companies
1. This transaction is conducive to improving the company’s asset quality, improving the company’s financial situation and enhancing its sustainable profitability. This transaction is conducive to reducing related party transactions, avoiding horizontal competition and enhancing its independence.
2. The company has been issued an unqualified audit report by a certified public accountant in the last year.
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations.
4. The assets purchased by the company in this exchange are operational assets with clear ownership, and can complete the ownership transfer procedures within the agreed time limit.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies issued by the China Securities Regulatory Commission.
It is hereby explained.
(there is no text on this page, which is the signature page of the Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors’ explanation that this transaction complies with the provisions of Articles 11 and 43 of the administrative measures for major asset restructuring of listed companies) Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors on January 14, 2022
