LSGC(SH:600738) Zheng Quan Zhi Xing·2025-07-09 11:13Core Viewpoint - The company, Lanzhou Lishang Guochao Industrial Group Co., Ltd., is addressing regulatory inquiries regarding performance compensation matters related to its subsidiary, Lishang Meichain, and has outlined the timeline and details of relevant transactions and agreements [1][12]. Group 1: Performance Compensation Matters - The company received a regulatory inquiry from the Shanghai Stock Exchange regarding performance compensation for its subsidiary, Lishang Meichain, and has taken the matter seriously [1]. - A timeline of performance compensation matters was provided, detailing commitments made, changes, and compliance with disclosure requirements [1][12]. - In October 2021, the company established a joint venture, Lishang Meichain, with a registered capital of 5 million yuan, with Lishang Holdings holding 51% and Shengliang Consulting holding 49% [1][2]. Group 2: Capital Increase and Loans - In September 2022, Lishang Holdings and Shengliang Consulting increased their capital contributions to Lishang Meichain and provided loans, which were approved by the board but did not meet the threshold for shareholder meeting approval [3][4]. - The capital increase amounted to 10.2 million yuan, and loans up to 39.8 million yuan were agreed upon, with an interest rate of 8% and a minimum loan term of 24 months [3][4]. Group 3: Performance Targets and Adjustments - Performance targets were set for Lishang Meichain, with an expected audited revenue of 880 million yuan and a net profit of 17 million yuan for 2023 [4][8]. - In April 2023, the company disclosed its annual report, which included information on the performance commitments related to the capital increase [7][8]. - By August 2024, a performance compensation of 16.49 million yuan was preliminarily agreed upon, with a deadline for payment set for December 2025 [8][9]. Group 4: Regulatory Compliance and Adjustments - The company has stated that the adjustments to performance commitments do not fall under the category of "non-changeable or non-exempt commitments" as per regulatory guidelines [12][13]. - The adjustments are considered permissible under circumstances where the commitment cannot be fulfilled due to external pressures, such as liquidity issues faced by the performance commitment parties [13][14]. - The company has taken measures to protect shareholder interests, including potential legal actions to recover compensation if commitments are not met [16].