Shandong Jinling Mining Co.Ltd(000655) : prior approval opinions of independent directors on matters related to the sixth meeting (Interim) of the ninth board of directors

Prior approval opinion of independent director

Shandong Jinling Mining Co.Ltd(000655) independent director

In accordance with the relevant provisions of the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association of Shandong Jinling Mining Co.Ltd(000655) , as the independent director of Shandong Jinling Mining Co.Ltd(000655) (hereinafter referred to as the “company”), the prior approval opinions on relevant matters of the sixth meeting (Interim) of the ninth board of directors, We have conducted pre audit on the relevant matters to be submitted to the sixth meeting of the ninth board of directors (Interim) for deliberation, and now express the following opinions:

1、 Prior approval opinions on the signing of equity custody agreement and related party transactions between the company and the controlling shareholder and its related parties

The company informed us of the matter in advance, provided relevant materials and conducted necessary communication. After carefully reviewing the relevant materials, we believe that this related party transaction follows the principles of voluntariness, fairness, reasonableness and consensus by all parties. The transaction price is determined through negotiation on the basis of comprehensive consideration of management costs, and no damage is found to the interests of shareholders of the company, especially minority shareholders, We unanimously agree to submit the proposal of related party transactions to the sixth meeting of the ninth board of directors (Interim) for deliberation, and related directors need to avoid voting.

2、 Prior approval opinions on the prediction of daily connected transactions in 2022

The daily related party transactions in 2022 submitted by the company are based on the needs of the company’s daily business activities. The transaction is necessary, continuous and reasonable. The transaction pricing follows the market-oriented principle, the transaction amount is expected to be objective and reasonable, the transaction ensures the sustainable and stable development of the company, and the transaction complies with the market rules, In line with the interests of the company and all shareholders. Therefore, we agree to submit the company’s daily related party transaction proposal to the sixth meeting of the ninth board of directors (Interim) for deliberation, and the related directors need to avoid voting. independent director:

Xiao Yan: Wang Yi:

Sun Xiaolin:

January 21, 2022

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