Henan Shenhuo Coal&Power Co.Ltd(000933)
Independent directors’ opinions on the 19th meeting of the 8th board of directors
Independent opinions on relevant matters
In accordance with the company law, the securities law, the guidance on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other laws, regulations and normative documents of the CSRC, as well as the relevant provisions of the articles of association and the working system of independent directors of the company, As an independent director of Henan Shenhuo Coal&Power Co.Ltd(000933) (hereinafter referred to as “the company”), in line with the attitude of being responsible to the company, all shareholders and investors, after reading the relevant materials and understanding the relevant situation provided by the company, and based on the principle of personal objectivity and independent judgment, we express independent opinions on the relevant matters of the 19th meeting of the 8th board of directors of the company as follows:
1、 Providing loan guarantee to Guangxi Longzhou Xinxiang ecological Aluminum Co., Ltd. (hereinafter referred to as “Longzhou aluminum”)
Longzhou aluminum project is a high-quality alumina project, which has cost advantages, location advantages and supporting industry advantages, and has good benefits after it is fully reached; However, at present, in order to ensure a large demand for funds for continuous production and operation, in order to meet their needs for production and operation funds, the company and other shareholders provide guarantees with the same conditions according to the proportion of capital contribution, which is conducive to forming a new benefit growth point for the company and the guarantee risk is controllable. We agree to this transaction and submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Absorption and merger of wholly owned subsidiaries
The company’s absorption and merger of wholly-owned subsidiaries Xinjiang Shenhuo Resources Investment Co., Ltd., Xuchang Shenhuo Mining Group Co., Ltd. and Zhengzhou Shenhuo Mining Investment Co., Ltd. is conducive to the company’s integration and optimization of existing resource allocation, compression of management levels, simplification of management links, reduction of management costs, improvement of asset management efficiency and operation efficiency, and meets the needs of the company’s operation and development. The financial statements of the wholly-owned subsidiary of this absorption and merger have been included in the scope of the company’s consolidated statements. This absorption and merger will not have a material impact on the company’s normal operation, financial status and profitability, will not have an impact on the company’s equity structure and registered capital, and will not damage the interests of the listed company and its shareholders, especially small and medium-sized shareholders. We agree to the proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(there is no text on this page, which is the signature page of Henan Shenhuo Coal&Power Co.Ltd(000933) independent directors’ independent opinions on matters related to the 19th meeting of the eighth session of the board of directors)
Ma Ping, Gu Xiujuan
Xu Xuefeng, Huang Guoliang
January 25, 2022
