Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) ” and “the 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 the transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies. The board of directors of the company believes that:
1. The underlying assets of this transaction are equity assets, which do not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. The procedures to be performed in this transaction have been disclosed in detail in 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 special tips have been given on the risks that may not be approved.
2. The counterparty legally owns the complete rights of the underlying assets, and there is no restriction or prohibition on transfer. The subject company is a legally established and validly existing company, and there is no false capital contribution or situation affecting its legal existence. The counterparty has issued the statement and commitment on the ownership of the underlying assets, and irrevocably promises that it has fulfilled its legal contribution obligations to the target company according to law, and there are no acts that violate the obligations and responsibilities of shareholders such as false capital contribution, delayed capital contribution, capital withdrawal, or other circumstances that affect the legal existence and normal operation of the target company.
3. The target companies have independent and complete business systems and can carry out production and operation activities independently. This transaction is conducive to improving the integrity of the company’s assets. After the completion of this transaction, the company will continue to remain independent in terms of personnel, procurement, production, sales and intellectual property rights.
4. This transaction will help the company improve its financial situation, enhance its sustainable profitability, highlight its main business, enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition.
In conclusion, the board of directors of the company believes that this transaction of the company meets the conditions specified in Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
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 compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies) Shanxi Coking Coal Energy Group Co.Ltd(000983) the board of directors on January 14, 2022
