Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors
Notes on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted
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”).
This transaction does not constitute a major asset reorganization, does not constitute a reorganization listing, and constitutes a related party transaction. The board of directors of the company has performed the legal procedures of this transaction in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the administrative measures for major asset restructuring of listed companies, and the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, The board of directors reviewed the legal documents submitted. The board of directors of the company explains the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted as follows:
1、 Notes on the legal procedures for the performance of this transaction
As of the date of issuance of this note, the procedures performed in this transaction include:
1. In order to prevent insider trading and ensure the fairness and timeliness of information disclosure, the company issued the suspension announcement on planning major asset restructuring (Announcement No.: 2021-038) on August 9, 2021, which disclosed that the company is planning major asset restructuring.
During the suspension period, the company performed the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of laws, regulations and normative documents such as the reorganization management measures, the stock listing rules, and disclosed the progress announcement of major asset reorganization every five trading days, See Shanxi Coking Coal Energy Group Co.Ltd(000983) announcement on suspension progress of planning major asset restructuring (Announcement No.: 2021-039) disclosed by the company on August 14, 2021 for details. 2. The cumulative rise and fall within 20 trading days before the information disclosure of the company’s planning for major asset restructuring, excluding the influence of market factors and sector factors in the same industry, did not exceed 20%, which did not meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128).
3. In accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared the plan for Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and its abstract and other relevant documents to be submitted for this transaction.
4. The company registered the insiders involved in this transaction and reported the list of insiders to Shenzhen Stock Exchange.
5. On August 19, 2021, the sixth meeting of the eighth board of directors of the company deliberated and approved the relevant proposals of the company’s transaction, and the independent directors expressed independent opinions on the transaction; The fifth meeting of the eighth board of supervisors of the company deliberated and adopted the relevant proposals of the company’s transaction.
6. On September 18, October 19, November 19 and December 17, 2021, the company issued the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-047, 2021-049, 2021-055 and 2021-056).
7. In accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared the report on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (Draft), its abstract and other relevant documents to be submitted for this transaction.
8. The company and the parties to this transaction signed the agreement on issuing shares and paying cash to purchase assets, the supplementary agreement to the agreement on issuing shares and paying cash to purchase assets and the performance compensation agreement with effective conditions. 9. On January 14, 2022, Shanxi state owned Capital Operation Co., Ltd. filed the appraisal report of the subject assets involved in the restructuring.
10. The independent directors of the company carefully reviewed the relevant documents involved in the transaction before the board of directors, approved the transaction in writing and agreed to submit the transaction to the board of directors for deliberation.
11. On January 14, 2022, the eighth meeting of the eighth board of directors of the company deliberated and approved the relevant proposals of the company’s transaction, and the independent directors expressed independent opinions on the transaction; The seventh meeting of the eighth board of supervisors of the company deliberated and adopted the relevant proposals of the company’s transaction.
According to the requirements of current laws and regulations, the approval procedures to be performed for this transaction include: (1) the official reply of Shanxi state owned Capital Operation Co., Ltd; (2) The shareholders’ meeting of the listed company deliberated and approved the formal plan of the transaction; (3) The China Securities Regulatory Commission approved the transaction plan.
To sum up, the company has complied with the company law, the securities law, the reorganization management measures, the information disclosure management measures of listed companies, the provisions on Several Issues concerning the standardization of major asset reorganization of listed companies, the stock listing rules and other relevant laws, regulations, normative documents and the articles of Association, The necessary legal procedures at this stage have been performed for the matters related to this absorption and merger, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted for this transaction
Relevant legal documents to be submitted for this transaction in accordance with the provisions of laws, regulations and normative legal documents such as the measures for the administration of major asset restructuring of listed companies, 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 company and all directors have made the following statements and guarantees: they promise that the contents of the relevant documents submitted by this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions, and promise to bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the above documents.
To sum up, the board of directors of the company believes that the legal procedures performed by the company for this transaction are complete, comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted this time are legal and valid.
It is hereby explained.
(there is no text on this page, which is the signature page of Shanxi Coking Coal Energy Group Co.Ltd(000983) instructions of the board of directors on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted)
Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors January 14, 2022
