Opinions of independent directors
Shandong Jinling Mining Co.Ltd(000655) independent director
Independent opinions on matters related to the sixth meeting (Interim) of the ninth board of directors
In accordance with the relevant provisions of the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association of Shandong Jinling Mining Co.Ltd(000655) , as an independent director of Shandong Jinling Mining Co.Ltd(000655) (hereinafter referred to as the “company”), we hereby express the following independent opinions on the relevant matters considered at the sixth meeting (Interim) of the ninth board of directors of the company:
1. Independent opinions on the signing of equity custody agreement and related party transactions between the company and the controlling shareholder and its related parties
This transaction is conducive to achieving industrial synergy and giving full play to the advantages of mining management, avoiding horizontal competition and potential horizontal competition between the company and related parties. The pricing basis of the transaction is fair and reasonable, which is in line with the long-term interests of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company; When the board of directors of the company considered the relevant proposal, the related directors Mr. Fu Bo, Mr. Liu Wei, Mr. Liu Chun, Mr. Zhang Xinfu, Mr. Chen Jian and Mr. Ning Ge avoided voting and did not exercise the voting right on behalf of other directors. The proposal was considered and passed by all votes by the other three non related directors, and the deliberation and voting procedures were legal and compliant. We agree to the related party transaction.
2. Independent opinions on the forecast of daily connected transactions in 2022
The expected events of daily related party transactions in 2022 reviewed by the company this time are based on the needs of the company’s daily business activities. The related party transactions are objective and fair. The transaction price follows the principle of taking the market price as the pricing principle, reflects the principle of fairness, impartiality and openness, and does not damage the rights and interests of the company and other shareholders, especially small and medium-sized shareholders; When the board of directors of the company considered the related party transaction, the related directors Mr. Fu Bo, Mr. Liu Wei, Mr. Liu Chun, Mr. Zhang Xinfu, Mr. Chen Jian and Mr. Ning Ge avoided voting and did not exercise voting rights on behalf of other directors. The proposal was considered and passed by all votes by three other non related directors, and the deliberation and voting procedures were legal and compliant. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3. Independent opinion on the actual situation of the company’s daily related party transactions in 2021, which is quite different from the expected situation
The audit of the board of directors on the actual situation of the company’s daily related party transactions in 2021 is legal and compliant. There is a certain difference between the actual situation of the daily related party transactions and the forecast due to the impact of factors such as changes in the market, customer demand and the production and operation of related parties. The daily related party transactions that have occurred are all transactions required for the normal operation of the company, which are in line with the actual situation of the company and the market. The transaction price is determined by referring to the market price and is not determined
Opinions of independent directors
Damage the interests of the company and other shareholders, especially minority shareholders.
independent director:
Xiao Yan:
Wang Yi:
Sun Xiaolin:
January 21, 2022
