Shanxi Coking Coal Energy Group Co.Ltd(000983)
Independent opinions of independent directors on matters related to the eighth meeting of the eighth board of directors of the company
The eighth meeting of the eighth board of directors of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”) was held on January 14, 2022. As independent directors of the company, we attended the meeting, 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 And other relevant laws and regulations, normative documents, as well as the relevant provisions of the articles of association of Shanxi Coking Coal Energy Group Co.Ltd(000983) and the independent director system of Shanxi Coking Coal Energy Group Co.Ltd(000983) , based on the principle of diligence, objectivity and impartiality, and based on the position of independent judgment, we report the company reviewed at this meeting to Shanxi Coking Coal Energy Group Co.Ltd(000983) group limited liability company, 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 Co., Ltd. jointly held by Li Jinyu and Gao Jianping and raised supporting funds (hereinafter referred to as “this transaction”) and the relevant materials involved in the proposal have been carefully reviewed, And express opinions on matters related to this transaction as follows:
1. The relevant proposals on this transaction submitted by the company to the eighth meeting of the eighth board of directors for deliberation have been approved by us in advance before being submitted to the meeting of the board of directors for deliberation.
2. The relevant proposals involved in this exchange were deliberated and adopted at the 8th meeting of the 8th board of directors of the company. This transaction constitutes a related party transaction. The company applied the approval procedures for related party transactions when considering this transaction, and the related directors withdrew according to law during the voting process. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national laws, regulations, rules, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
3. This transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
4. The transaction plan and the relevant transaction agreements signed comply with the provisions of 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 measures for the administration of securities issuance of listed companies, other relevant laws and regulations and normative documents issued by the China Securities Regulatory Commission. The plan is reasonable feasible.
5. 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, the agreement on issuing shares and paying cash to purchase assets with effective conditions, the supplementary agreement to the agreement on issuing shares and paying cash to purchase assets and the performance compensation agreement involved in this exchange, Comply with 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 measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the standards for the content and format of information disclosure by companies publicly issuing securities No. 26 – major asset restructuring of listed companies and other laws and regulations The provisions of departmental rules and normative documents are basically feasible and operable without major legal and policy obstacles.
6. 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.
7. 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.
8. 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.
9. The company has fulfilled the necessary legal procedures and information disclosure obligations for matters related to this transaction in accordance with relevant laws and regulations and the articles of association. These legal procedures are complete, compliant and effective.
10. The implementation and completion of this transaction still requires the deliberation and approval of the general meeting of shareholders of the company, 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. Whether it can pass the approval or approval and the time to obtain relevant approvals or approvals are uncertain. 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), the company has made major risk tips on the matters requiring relevant approval and approval for this transaction.
11. The company has carefully analyzed the impact of this transaction on the diluted current return, and prepared the “on preventing this transaction from diluting the immediate return and taking measures to fill the return”; Meanwhile, all directors and senior managers of the company and coking coal group, the controlling shareholder of the company before and after the transaction, made relevant commitments on diluting the immediate return and filling the return measures of the transaction, which is in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) Relevant provisions of the guidance on matters related to IPO and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) and other documents of the CSRC. 12. This transaction 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.
13. In view of the matters related to this transaction are still in progress, it is agreed that the general meeting of shareholders will not be held after the transaction is considered and approved at this meeting of the board of directors.
In conclusion, this transaction complies with 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 and other laws, regulations, normative documents and the articles of association, is conducive to the development of the company’s business and the improvement of its performance, ensures the company’s independence and conforms to the interests of the company, There is no situation that damages the interests of the company and its shareholders, especially minority shareholders. We agree to submit the proposals related to this transaction to the general meeting of shareholders of the company for deliberation.
Independent director: Li Yumin, Zhao Lixin, Li Yongqing, Deng Shuping January 14, 2022
