Shanxi Coking Coal Energy Group Co.Ltd(000983)
Prior approval opinions of independent directors on matters related to the eighth meeting of the eighth board of directors of the company
Whereas Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”) intends to issue shares and pay cash to purchase assets and raise matching funds and related party transactions (hereinafter referred to as “the transaction”), According to 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 and the stock listing rules of Shenzhen Stock Exchange As an independent director of the company, we have obtained and carefully reviewed the company’s contribution to Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd., Li Jinyu Gao Jianping issued shares and paid cash to purchase 51% equity of Huajin Coking Coal Co., Ltd. held by coking coal group and 49% equity of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. jointly held by Li Jinyu and Gao Jianping and raised supporting funds (hereinafter referred to as “this transaction”) and relevant materials involved in the proposal, with a diligent and responsible attitude Based on the principle of objectivity and impartiality, the following opinions are approved in advance:
1. The board of directors has submitted the complete materials to us for deliberation at an appropriate time and conducted necessary communication before issuing the above-mentioned transaction plan and relevant proposals.
2. The transaction plan is reasonable and feasible, which is conducive to enhancing the company’s competitiveness, improving the company’s sustainable profitability, improving the company’s financial situation and long-term sustainable development. It is in line with the interests of all shareholders of the company and does not damage the interests of minority shareholders.
3. In accordance with the measures for the administration of major asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. The board of directors shall apply the approval procedures for connected transactions when considering proposals related to connected transactions, and the connected directors shall avoid voting.
4. Zhongshui Zhiyuan Asset Appraisal Co., Ltd. (hereinafter referred to as “Zhongshui Zhiyuan”), the appraisal institution hired by the company for this transaction, is a professional appraisal institution in accordance with the securities law of the people’s Republic of China. Zhongshui Zhiyuan and the handling appraiser have no relationship with the parties to the transaction and the company, and there is no realistic and expected interest relationship other than professional fees. The evaluation organization is independent, and its evaluation meets the principles and requirements of objectivity, impartiality and independence.
5. The transaction price of this transaction is based on the asset appraisal report of Shanxi Coking Coal Energy Group Co.Ltd(000983) plan to acquire 51% equity of Huajin Coking Coal Co., Ltd. held by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. after separation by issuing shares and paying cash, issued by Zhongshui Zhiyuan, an asset appraisal institution with relevant qualifications Zhongshui Zhiyuan pingbao Zi [2021] No. 040019 is based on the appraisal results of the asset appraisal report on the value of part of the equity of shareholders of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. involved in the Shanxi Coking Coal Energy Group Co.Ltd(000983) proposed acquisition of 49% equity of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. held by natural persons Li Jinyu and Gao Jianping, which is determined through negotiation by all parties. The above appraisal results have been filed by Shanxi state owned Capital Operation Co., Ltd. with filing numbers of 0006gzyy2022002 and 0005gzyy2022001 respectively. The assumptions and restrictions set by the above appraisal institutions and appraisers are implemented in accordance with relevant national laws and regulations, follow the common practices or guidelines in the market, and comply with the actual situation of the appraisal object. The assumptions and restrictions are reasonable. The purpose of this appraisal is to provide a reasonable reference basis for the transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; During the appraisal process, the appraisal institution has implemented corresponding appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the underlying assets of this transaction, and the selected reference data and materials are reliable; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent. The appraisal value analysis principle, adopted model, selected discount rate and other important appraisal parameters are in line with the actual situation of the underlying assets of the transaction, and the appraisal basis and conclusion are reasonable. The final transaction price of the underlying assets under this transaction is determined by the trading parties through negotiation according to the evaluation results officially issued by the evaluation institution with securities business qualification. The evaluation price is fair and does not harm the interests of the company and other shareholders, especially minority shareholders.
6. The pricing of the shares issued by the company under this transaction complies with the provisions of relevant laws, regulations and normative documents, the pricing is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders.
7. The implementation and completion of this transaction requires the deliberation and approval of the board of directors and the general meeting of shareholders, the approval of the competent State-owned Assets Supervision and administration institution or its authorized unit, the approval of China Securities Regulatory Commission and other necessary approvals, approvals, filings or permits that may be involved.
8. In conclusion, we recognize the relevant contents of the company’s transaction and agree to submit relevant proposals to the 8th meeting of the 8th board of directors for deliberation.
Independent director: Li Yumin, Zhao Lixin, Li Yongqing, Deng Shuping January 14, 2022
