Guocheng Mining Co.Ltd(000688) : opinions of independent directors on matters related to the 38th meeting of the 11th board of directors of the company

Guocheng Mining Co.Ltd(000688) independent director

Independent opinions on relevant proposals of the 38th meeting of the 11th board of directors

As an independent director of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as the "company" or "listed company"), in accordance with the relevant provisions of the rules for independent directors of listed companies, the standards for governance of listed companies, the articles of association and the working system of independent directors, we hereby express our independent opinions on the deliberations of the 38th meeting of the 11th board of directors as follows:

1. Independent opinions on the extension of raised investment projects

The postponement of this raised investment project is a prudent decision made by the company according to the actual construction of the project, which does not involve the change of the implementation subject, implementation mode and main investment content, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. The raised investment project complies with the provisions of guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, etc. Therefore, we unanimously agree on the extension of this raised investment project.

2. Independent opinions on the proposal to postpone the return of idle raised funds and continue to be used to supplement working capital temporarily

In view of the fact that the company's previous temporary replenishment of working capital of RMB 100 million has been returned and transferred to the company's special account for raised funds within 12 months, the construction of the raised project has not been completed, the raised funds have not been fully used, and there are some idle funds, The deferred return of some idle raised funds and continued to be used to temporarily supplement working capital follows the principle of maximizing the interests of shareholders and ensures the demand for construction funds of investment projects with raised funds, which can improve the use efficiency of raised funds, reduce the financial cost of the company and ensure the interests of all shareholders. The temporary replenishment of liquidity funds has not changed the purpose of the raised funds in a disguised form, and there is no illegal use of the raised funds, It complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the articles of association. Therefore, it is agreed to continue to use the idle funds raised for the temporary replenishment.

Independent directors: Wang Zhiqiang, Liu Yun, Ji Zhibin February 11, 2022

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