Independent Financial Advisor Report
Declaration and Commitment
Lianchu Securities Co., Ltd. (hereinafter referred to as "Lianchu Securities" or "this independent financial advisor") has been entrusted by Guocheng Mining Co., Ltd. (hereinafter referred to as "Guocheng Mining" or "the listed company" or "the company") to act as the independent financial advisor for Guocheng Mining's major asset purchase and related transactions, and to prepare this independent financial advisor report. This independent financial advisor strictly adheres to the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Management Measures for Major Asset Restructuring of Listed Companies," "Regulations on Standardizing Major Asset Restructuring of Listed Companies," "Guidelines No. 26 for Information Disclosure Content and Format for Companies Issuing Securities Publicly — Major Asset Restructuring of Listed Companies," "Management Measures for Financial Advisory Services in Mergers and Acquisitions of Listed Companies," and other relevant laws and regulations, as well as the agreements signed between Guocheng Mining and the transaction parties, the materials provided by Guocheng Mining and the transaction parties, and the "Draft Report on Major Asset Purchase and Related Transactions of Guocheng Mining Co., Ltd." prepared by the board of directors of Guocheng Mining. Following the recognized business standards and ethical norms in the securities industry, and after prudent investigation, this independent financial advisor has diligently fulfilled its due diligence obligations regarding the transaction, carefully reviewed the relevant application and disclosure documents of the listed company, and issued an independent financial advisor report to all shareholders of Guocheng Mining, making the following declarations and commitments.
- Independent Financial Advisor Declaration
- This independent financial advisor has no relationship with any party involved in this transaction.
- The documents and materials on which this independent financial advisor report is based are provided by the parties involved in this transaction, and the providers are responsible for the authenticity, accuracy, and completeness of the provided documents and materials, ensuring that there are no false records, misleading statements, or significant omissions. This independent financial advisor does not bear any risk liability arising therefrom.
- This independent financial advisor report is issued on the assumption that all parties involved in this transaction fully and timely fulfill the relevant agreements and declarations or commitments related to this transaction.
- This independent financial advisor report does not constitute any investment advice or opinion regarding the listed company, and this independent financial advisor does not bear any responsibility for any risks arising from investment decisions made by investors based on this independent financial advisor report.
- This independent financial advisor has not commissioned or authorized any other institution or individual to provide information not included in the independent financial advisor report as a supplement or modification, or to interpret or explain any part of the independent financial advisor report. Without the written consent of the independent financial advisor, no one may copy, distribute, or excerpt the independent financial advisor report or any of its contents at any time, for any purpose, in any form. Only the independent financial advisor has the right to interpret any ambiguities that may exist in this independent financial advisor report.
- For facts that are crucial to this independent financial advisor report but cannot be independently supported by evidence or require legal, auditing, evaluation, or other professional knowledge to identify, this independent financial advisor primarily relies on opinions, explanations, and other documents issued by relevant government departments, law firms, accounting firms, asset appraisal institutions, and other relevant units to make judgments.
- This independent financial advisor particularly reminds investors to carefully read the relevant announcements disclosed regarding this transaction and to review the relevant documents.