Shenzhen Han nationality Numerical Control Technology Co., Ltd
Notes on the evolution of share capital since the establishment of the company
And confirmation opinions of directors, supervisors and senior managers
1、 Interpretation
Unless the context otherwise requires, the following abbreviations and terms have the following meanings: Han CNC / issuer / refers to Shenzhen Han CNC Technology Co., Ltd. / the company
CNC Co., Ltd. refers to Shenzhen Han nationality CNC Technology Co., Ltd., which is the legal entity of the issuer before the restructuring
Han'S Laser Technology Industry Group Co.Ltd(002008) / holding stock index Han'S Laser Technology Industry Group Co.Ltd(002008) , which is the holding stock of the issuer
Han nationality holding refers to Han nationality Holding Group Co., Ltd., which is the controlling shareholder of Han'S Laser Technology Industry Group Co.Ltd(002008)
Clan Xin Juxian refers to Shenzhen clan Xin Juxian investment enterprise (limited partnership), an employee stock ownership platform of Han'S Laser Technology Industry Group Co.Ltd(002008) and a shareholder of the issuer
Clan Xin HuiFu refers to Shenzhen clan Xin HuiFu Investment Consulting Co., Ltd., which is the general partner of clan Xin Juxian
Clan Xin Jucai refers to Shenzhen clan Xin Jucai investment enterprise (limited partnership), which is the limited partner of clan Xin Juxian
Clan Xin Juyou refers to Shenzhen clan Xin Juyou investment enterprise (limited partnership), which is the limited partner of clan Xin Juxian
Clan Xin Juhui refers to Shenzhen clan Xin Juhui investment enterprise (limited partnership), which is a limited partner of clan Xin Juxian
Clan Xin Juying refers to Shenzhen clan Xin Juying investment enterprise (limited partnership), which is a limited partner of clan Xin Juxian
Family core Juxian refers to Shenzhen family core Juxian investment enterprise (limited partnership), which is the issuer's employee stock ownership platform and the issuer's shareholder
Family core HuiFu refers to Shenzhen family core HuiFu Investment Consulting Co., Ltd., which is the general partner of family core
Family core talents refer to Shenzhen family core talents investment enterprise (limited partnership), which is a limited partner of family core talents
Family core Juhui refers to Shenzhen family core Juhui investment enterprise (limited partnership), which is a limited partner of family core Juxian
Family core Huixian refers to Shenzhen family core Huixian investment enterprise (limited partnership), which is a limited partner of family core Juxian
Family core Jucai refers to Shenzhen family core Jucai investment enterprise (limited partnership), which is a limited partner of family core Juxian
Family core HUICAI refers to Shenzhen family core HUICAI investment enterprise (limited partnership), which is a limited partner of family core Juxian
Family core Juying refers to Shenzhen family core Juying investment enterprise (limited partnership), which is a limited partner of family core Juxian
Nanfang Minhe refers to Shenzhen Nanfang Minhe certified public accountants Co., Ltd
Note 1: if the total number is inconsistent with the mantissa of the sum of the sub items, it is caused by rounding. Note 2: unless otherwise specified in this confirmation opinion, the relevant terms have the same meaning as in the prospectus of Shenzhen Han CNC Technology Co., Ltd. for initial public offering and listing on the gem
2、 Establishment of the issuer
(I) establishment of CNC Co., Ltd
CNC Co., Ltd. was registered and established in Shenzhen Administration for Industry and Commerce in April 2002 with Han'S Laser Technology Industry Group Co.Ltd(002008) contribution of 2.4 million yuan and Han Jinlong and Luo HUICAI contribution of 300000 yuan respectively. Its establishment is as follows: on January 18, 2002, Shenzhen Administration for Industry and Commerce issued the notice of enterprise name pre approval ((Shenzhen) name pre approval Nei Zi [2002] No. 0252455), The name of the approved CNC Co., Ltd. is "Shenzhen Han nationality CNC Technology Co., Ltd.".
On February 20, 2002, CNC Co., Ltd. held a shareholders' meeting and made a resolution, unanimously adopting the articles of association of CNC Co., Ltd.
On March 15, 2002, Nanfang Minhe issued the capital verification report (No.: Shennan Yanzi (2002) No. 024), which verified that as of March 15, 2002, CNC Co., Ltd. had received a total registered capital of 3 million yuan from all investors, all in the form of monetary capital.
On April 22, 2002, Shenzhen Administration for Industry and Commerce issued the business license for enterprise legal person (Registration No.: 4403011087141) to the company. According to the business license for enterprise legal person, the basic information of CNC Co., Ltd. when it was established is as follows:
Name: Shenzhen Han nationality CNC Technology Co., Ltd
Nature limited liability company
Registration No.: 4403011087141
Address: North East of the third floor, building 405, Zhenxing Road, Futian District, Shenzhen
Legal representative: Gao Yunfeng
The registered capital is 3 million yuan
Date of establishment: April 22, 2002
The operation period is from April 22, 2002 to April 22, 2017
Develop and sell CNC equipment, laser and related products, mechatronics equipment and high-tech products; Setting up industry (specific projects will be reported separately); China's commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities); Production of PCB CNC drilling and milling machine.
The equity structure of CNC Co., Ltd. when it was established is as follows:
Serial number shareholder name / name contribution amount (10000 yuan) shareholding ratio
1 Han'S Laser Technology Industry Group Co.Ltd(002008) 240 80%
2 Han Jinlong 30 10%
Serial number shareholder name / name contribution amount (10000 yuan) shareholding ratio
3 Luo HUICAI 30 10%
Total 300 100%
According to the loan approval form and the bookkeeping voucher of Han'S Laser Technology Industry Group Co.Ltd(002008) signed by Luo HUICAI and Han Jinlong respectively on March 12, 2002 provided by the issuer, when CNC Co., Ltd. was established, the contribution funds of Han Jinlong and Luo HUICAI were their loans from Han'S Laser Technology Industry Group Co.Ltd(002008) .
(II) previous equity changes of CNC Co., Ltd
1. Capital increase in December 2002
According to the industrial and commercial data of CNC Co., Ltd., through the internal resolution of CNC Co., Ltd. and registration with the industrial and commercial authority, the registered capital of CNC Co., Ltd. increased from 3 million yuan to 13 million yuan in December 2002, and the new registered capital was subscribed by the original shareholders of CNC Co., Ltd. The details are as follows:
On August 16, 2002, CNC Co., Ltd. held a shareholders' meeting, which agreed to increase the registered capital of the company from 3 million yuan to 13 million yuan, and the new registered capital should be subscribed by all shareholders of CNC Co., Ltd., of which Han'S Laser Technology Industry Group Co.Ltd(002008) subscribed 9.7 million yuan, Han Jinlong subscribed 150000 yuan and Luo HUICAI subscribed 150000 yuan, Such capital contributions are made in currency, and it is agreed to amend the articles of association. On the same day, CNC Co., Ltd. signed the articles of association.
On December 18, 2002, Nanfang Minhe issued the capital verification report (Shennan Yanzi (2002) No. 118), which verified that as of December 18, 2002, CNC Co., Ltd. had received 10 million yuan of newly added registered capital paid in full by shareholders, all of which were in currency.
CNC Co., Ltd. has gone through the industrial and commercial change registration for this capital increase.
After the capital increase, the shareholding structure of CNC Co., Ltd. is as follows:
Serial number shareholder name / name contribution amount (10000 yuan) shareholding ratio
1 Han'S Laser Technology Industry Group Co.Ltd(002008) 1,210 93.08%
2 Han Jinlong 45 3.46%
3 Luo HUICAI 45 3.46%
Total 1300 100.00%
According to the loan approval form signed by Han Jinlong on December 13, 2002, the loan approval form signed by Han Jinlong on behalf of Luo HUICAI and the bookkeeping voucher of Han'S Laser Technology Industry Group Co.Ltd(002008) provided by the issuer, the capital contributions of Han Jinlong and Luo HUICAI for this capital increase of 150000 yuan each are their loans from Han'S Laser Technology Industry Group Co.Ltd(002008) .
2. Equity transfer in May 2003
According to the industrial and commercial data of CNC Co., Ltd., in May 2003, after the internal resolution of CNC Co., Ltd. and registration with the industrial and commercial authorities, Han Jinlong, the shareholder of CNC Co., Ltd., transferred all the equity of the company to the new shareholder Han's industry (later renamed Shenzhen Han's Holding Group Co., Ltd. in August 2011 and Han's Holding Group Co., Ltd. in September 2012) The shareholder Luo HUICAI transferred all the equity of the company to the new shareholder Han's industry. After the equity transfer, Han Jinlong and Luo HUICAI no longer hold the equity of CNC Co., Ltd.
On May 20, 2003, Han Jinlong signed an equity transfer contract with Han's industry, which agreed that Han Jinlong would transfer 3.46% of his equity of the company to Han's industry at the price of 50000 yuan. On the same day, Luo HUICAI signed an equity transfer contract with Han's industry, which agreed that Luo HUICAI would transfer 3.46% of the equity of the company to Han's industry at the price of 50000 yuan.
CNC Co., Ltd. amended the articles of Association for this equity transfer.
On May 26, 2003, CNC Co., Ltd. received the business license of enterprise legal person renewed by Shenzhen Administration for Industry and Commerce for this equity transfer.
After the equity transfer, the equity structure of CNC Co., Ltd. is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Han'S Laser Technology Industry Group Co.Ltd(002008) 1,210 93.08%
2. Han nationality industrial 90 6.92%
Total 1300 100.00%
According to the receipt signed by Luo HUICAI and Han Jinlong on May 20, 2003, the agreement signed with Han's industry on June 2, 2003, Han'S Laser Technology Industry Group Co.Ltd(002008) , the bank receipt, Han'S Laser Technology Industry Group Co.Ltd(002008) bookkeeping voucher, the financial statements as of December 31, 2002 and the issuer's confirmation letter, in May 2003, considering personal development, Han Jinlong and Luo HUICAI decided to leave CNC Co., Ltd. and no longer hold the equity of CNC Co., Ltd. Considering that the operation of NC Co., Ltd. was relatively difficult at that time, Han Jinlong and Luo HUICAI respectively transferred their 3.46% equity of NC Co., Ltd. (corresponding to the contribution of 450000 yuan) to Han Industrial at the price of 450000 yuan. Han Industrial directly paid the equity transfer price to Han'S Laser Technology Industry Group Co.Ltd(002008) to repay Han Jinlong and Luo HUICAI's 450000 yuan loan for Han'S Laser Technology Industry Group Co.Ltd(002008) . Considering that before Han Jinlong and Luo HUICAI left office, CNC Co., Ltd. should pay 50000 yuan bonus respectively, so Han Jinlong and Luo HUICAI signed an equity transfer agreement with Han's industry respectively, took 50000 yuan bonus as the equity transfer price, and went through the industrial and commercial registration procedures accordingly; On 20 May 2003,
As of the date of issuance of this confirmation opinion, Luo HUICAI and Han Jinlong had no dispute with Han's industry and Han's holdings after the name change on the above equity transfer.
3. Capital increase in October 2004
According to the industrial and commercial data of CNC Co., Ltd., through the internal resolution of CNC Co., Ltd. and registration with the industrial and commercial authority, in October 2004, the registered capital of CNC Co., Ltd. increased from 13 million yuan to 30 million yuan, and the new registered capital was subscribed by Han'S Laser Technology Industry Group Co.Ltd(002008) . The details are as follows:
On September 6, 2004, CNC Co., Ltd. held a shareholders' meeting, which agreed to increase the registered capital of the company from 13 million yuan to 30 million yuan, and the newly increased registered capital of 17 million yuan was subscribed by Han'S Laser Technology Industry Group Co.Ltd(002008) . On the same day, CNC Co., Ltd. signed the articles of association.
