Sinomine Resource Group Co.Ltd(002738) independent director
Independent opinions on matters related to the 22nd Meeting of the 5th board of directors in accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies and the relevant provisions of the articles of association, as independent directors of Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company”), after considering the relevant proposals, The following independent opinions on the non-public issuance of A-Shares and other related matters considered at the 22nd Meeting of the Fifth Board of directors of the company:
1. The company 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 securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents on non-public issuance of a shares, and is qualified for non-public issuance of a shares. 2. The non-public offering plan of the company complies 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 securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents. The plan is reasonable, practical and feasible, and there is no damage to the interests of the company and minority shareholders.
3. The company’s stock plan of Sinomine Resource Group Co.Ltd(002738) 2022, feasibility analysis report of Sinomine Resource Group Co.Ltd(002738) on the use of funds raised by non-public development banks in 2022, and special report of Sinomine Resource Group Co.Ltd(002738) on the use of funds raised in the previous time prepared for this non-public offering comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance of listed companies According to the provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies, there is no situation that damages the interests of the company and minority shareholders.
4. Filling measures for diluted immediate return of the company’s non-public offering of shares and all directors, senior managers and controlling shareholders of the company The relevant commitments made by the actual controller to the effective implementation of the company’s filling return measures are 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, several opinions of the State Council on further promoting the healthy development of the capital market and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return in major asset restructuring The provisions of laws, regulations and normative documents are conducive to protecting the interests of the company and small and medium-sized investors.
5. The shareholder dividend return plan for Sinomine Resource Group Co.Ltd(002738) the next three years (20222024) prepared by the company for the non-public offering of A-Shares complies with the notice on matters related to the further implementation of cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), which is conducive to protecting the interests of the company and small and medium-sized investors.
6. The matters related to the non-public offering of shares have been deliberated and adopted at the 22nd Meeting of the 5th board of directors of the company. The convening procedures and voting procedures of the meeting comply with relevant laws and regulations, normative documents and the provisions of Sinomine Resource Group Co.Ltd(002738) articles of association.
To sum up, we believe that the above matters comply with the provisions of relevant laws, regulations, normative documents and the articles of association, are in line with the interests of the company, and do not harm the interests of the company and its shareholders. As an independent director of the company, we agree to the above matters.
(there is no text on this page, which is the signature page of Sinomine Resource Group Co.Ltd(002738) independent director’s independent opinions on matters related to the 22nd Meeting of the 5th board of directors) independent director (signature): Wu Ganguo, Bo Shaochuan, Yi Dong
May 23, 2022
