Special Verification Opinion of Lianchu Securities Co., Ltd. on the Dilution of Immediate Returns from This Transaction and Compensation Measures
Guocheng Mining Co., Ltd. (hereinafter referred to as "Guocheng Mining," "the listed company," or "the company") intends to purchase 40% equity of Inner Mongolia Guocheng Industrial Co., Ltd. (hereinafter referred to as "Guocheng Industrial") held by CITIC Trust Co., Ltd. (representing CITIC Trust · Xinhua No. 57 Equity Trust Plan) through cash payment (hereinafter referred to as "this transaction" or "this restructuring"). Lianchu Securities Co., Ltd. (hereinafter referred to as "independent financial advisor" or "Lianchu Securities"), as the independent financial advisor for this transaction, has conducted a verification in accordance with relevant requirements from the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market," "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market," and "Guidance on Matters Related to the Dilution of Immediate Returns from Initial Public Offerings, Refinancing, and Major Asset Restructuring." The verification focuses on the impact of this transaction on immediate returns, prevention and compensation measures, and related commitments, and presents the following verification opinions:
1. Impact of This Transaction on Earnings Per Share
The payment method for this transaction is cash, which does not involve the issuance of new shares. The changes in the company's earnings per share before and after the transaction are as follows:
| Item | Before Transaction (as of December 31, 2025) | After Transaction (Pro Forma) |
|---|---|---|
| Basic Earnings Per Share (CNY/share) | 0.97 | 1.33 |
According to the pro forma review report issued by Tianjian Accounting Firm, after the completion of this transaction, the net profit attributable to the parent company's owners will increase, and earnings per share will improve, with no dilution of earnings per share resulting from this transaction.
2. Measures Taken by the Listed Company to Prevent Dilution of Immediate Returns and Enhance Future Return Capacity
To prevent potential dilution of immediate returns after this transaction, the listed company plans to adopt various measures to ensure continuous returns to shareholders.