Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) independent directors
About controlling shareholders and other related parties
Special instructions on occupying the company’s funds and external guarantee
1、 Special instructions on the occupation of the company’s funds by controlling shareholders and other related parties
As an independent director of the company, we have carefully checked the capital transactions between the company and related parties in 2021 in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shanghai Stock Exchange, and the guidelines for the self discipline supervision of listed companies No. 5 – transactions and related party transactions of Shanghai Stock Exchange, We hereby express the following independent opinions:
The capital transactions between the company and its controlling shareholders and other related parties can strictly comply with the company law, the securities law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other laws and regulations, as well as the relevant provisions of the articles of Association.
After verification, the summary of the company’s occupation of non operating funds and other related capital transactions in 2021 is true and accurate. The case of Zhu Baoliang, the former actual controller of the company, found an occupation of the company’s funds with an amount of 1.675 million yuan in 2018 at the trial stage. The company has recovered the above amount and interest totaling 177350790 yuan on January 29, 2021.
In addition to the above matters, the funds of the company and its controlling shareholders and other related parties did not occupy the company’s funds in disguised form through unfair transactions, nor did they occupy non operating funds that continued to this reporting period in previous periods.
2、 Special note on external guarantee of the company
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shanghai Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 2 – business handling and other relevant provisions, as independent directors of the company, we have carefully checked the external guarantees of the company in 2021 based on our independent judgment, Make a special explanation and express independent opinions as follows:
1. As of December 2021, the net assets of the company and its subsidiaries in the latest period were RMB 129231 million, accounting for 224231 million, accounting for 160431% of the total net assets of the company in the latest period. The company does not provide guarantee for the controlling shareholders and other related parties of the company, nor does it have any other overdue guarantee.
2. The company strictly followed the relevant provisions of the company law, the securities law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the articles of association, and strictly controlled the risk of external guarantees. As of December 31, 2021, no guarantee was provided by the company for the controlling shareholders and their related parties.
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(there is no text on this page, which is the signature page of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) independent director’s special instructions on the occupation of the company’s funds and external guarantee by controlling shareholders and other related parties) signature of independent director:
Li Wanjun, Jiang Qingyun, Liu Jiapeng
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) April 2, 2022
