Statement
Guocheng Mining Co., Ltd. and all its directors, supervisors, and senior management guarantee that the content of this report is true, accurate, and complete, and they shall bear corresponding legal responsibilities for any false records, misleading statements, or significant omissions in this report. The counterparty to this major asset restructuring has issued a letter of commitment, guaranteeing that the information provided for this major asset restructuring is free from false records, misleading statements, or significant omissions, and they shall bear corresponding legal responsibilities for the truthfulness, accuracy, and completeness of the information provided.
Any decision or opinion made by the relevant regulatory authorities regarding this transaction does not represent their substantive judgment or guarantee of the company's stock value or investor returns. Any statement to the contrary is a false and untrue statement.
According to the "Securities Law" and other relevant laws and regulations, after the completion of this transaction, the company's operations and revenue changes will be the responsibility of the company; investment risks arising from this transaction will be borne by the investors. Investors who have any questions regarding this report should consult their own stockbroker, lawyer, professional accountant, or other professional advisors.
The company reminds investors to pay attention: The purpose of this report is to provide the public with information on the implementation of this transaction. For more information, please read the full text of the "Report on the Implementation of Guocheng Mining Co., Ltd.'s Major Asset Purchase and Connected Transaction (Draft (Revised))" and other relevant documents, which have been published on the Juchao Information Network (http://www.cninfo.com.cn).
Table of Contents
Statement 1
Table of Contents 2
Definitions 3
Section 1 Overview of the Transaction Plan 4
I. Overview of the Transaction Plan 4
II. Nature of the Transaction 8
Section 2 Implementation of the Transaction 10
I. Approval Procedures Completed for the Transaction 10
II. Implementation of the Transaction 11
III. Differences Between the Actual Implementation of the Major Asset Purchase and the Information Disclosed Previously 11
IV. Changes in Directors, Supervisors, Senior Management, and Other Relevant Personnel of the Target Company 12
V. Whether the Company's Funds or Assets Were Occupied by the Actual Controller or Other Related Parties, or Whether the Company Provided Guarantees for the Actual Controller and Their Related Parties During the Restructuring Process 12
VI. Fulfillment of Relevant Agreements and Commitments 12
VII. Compliance and Risks Related to Subsequent Matters of the Major Asset Purchase 12
Section 3 Conclusion of Intermediary Institutions on the Implementation of the Transaction 14
I. Independent Financial Advisor's Opinion 14
II. Legal Advisor's Opinion 15
Section 4 Documents for Record and Place of Record 16
I. Documents for Record 16
II. Place of Record 16