Explanation on the evolution of share capital since the establishment of the company and the confirmation opinions of directors, supervisors and senior managers of Jiangsu newtage Technology Co., Ltd
interpretation
In this confirmation opinion, unless the context otherwise requires, the following words have the following meanings:
Abbreviation interpretation
Newtage, the company and the issuer refer to Jiangsu newtage Technology Co., Ltd
Newtage Co., Ltd. refers to Jiangsu newtage Co., Ltd
Huai'an Guoyi refers to Huai'an Guoyi enterprise management center (limited partnership)
Yingba industry refers to Shanghai yingba Industry Co., Ltd
CAITONG Chunhui refers to CAITONG Chunhui equity investment fund partnership (limited partnership) in Shangyu District, Shaoxing City
Deqing jinyecai refers to Deqing jinyecai equity investment fund management partnership (limited partnership)
CAITONG capital refers to Zhejiang CAITONG Capital Investment Co., Ltd
Fuquan Yida refers to Jiangsu Fuquan Yida Zhanxin venture capital partnership (limited partnership)
High tech investment Yida refers to Yangzhong high tech investment Yida venture capital fund partnership (limited partnership)
Yida asset management refers to Nanjing Yida equity investment management enterprise (limited partnership)
Huai'an Yida refers to Huai'an high investment Yida innovation and venture capital fund (limited partnership)
The general meeting of shareholders refers to the general meeting of shareholders of Jiangsu newtage Technology Co., Ltd
The board of directors refers to the board of directors of Jiangsu newtage Technology Co., Ltd
The board of supervisors refers to the board of supervisors of Jiangsu newtage Technology Co., Ltd
Senior managers refer to the general manager, deputy general manager, financial director and Secretary of the board of directors
The articles of association refers to the articles of association of Jiangsu newtage Technology Co., Ltd. adopted at the latest general meeting of shareholders
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In accordance with the relevant provisions and requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 29 - application documents for initial public offering and listing on the gem (revised in 2020) of the China Securities Regulatory Commission, this paper describes the evolution of the share capital of the company since its establishment. The following description has been carefully read by all directors, supervisors and senior managers of the company, and confirms that the description truly, accurately and completely reflects the whole process of the evolution of share capital since the establishment of the company.
The whole process of capital stock evolution since the establishment of the company is described as follows:
1、 Diagram of all equity changes of the company since its establishment
The establishment of neutag Co., Ltd. Zhang Yi invested 20 million yuan, with a shareholding ratio of 100%.
(in November 2010, the registered capital was 20 million yuan)
The first equity transfer of neutag Co., Ltd. Zhang Yi transferred 100% of the equity to Xie Suhua, and the transfer was completed
(in December 2010, the registered capital was 20 million yuan), Xie Suhua held 100%.
The first capital increase of newtage Co., Ltd. Zhang Jianping increased the capital by 200000 yuan in currency. After the capital increase, Xie Suhua
(in August 2015, the registered capital was 20.2 million yuan) held 99.01% and Zhang Jianping held 0.99%.
The second equity transfer of neutag Co., Ltd. Xie Suhua transferred 99.01% of the shares to Zhang Yi, and the transfer was completed
(in October 2015, the registered capital was 20.2 million yuan), Zhang Yi held 99.01% and Zhang Jianping held 0.99%.
The second capital increase of newtage Co., Ltd. Zhang Jianping, Huai'an Guoyi and yingba industry increased in currency respectively
(in November 2016, the registered capital was 27 million yuan) the capital was 50000 yuan, 2.7 million yuan and 4.05 million yuan. The capital increase price is 1
Yuan / registered capital.
Newtag Co., Ltd. was changed into a joint-stock company as a whole and converted into a company based on the audited net assets as of December 31, 2016
(in March 2017, the registered capital was 27 million yuan) shares, and the share capital was 27 million yuan.
The third capital increase was made by Wang Xuejie at the price of 27000 yuan
(in November 2017, the registered capital was 27.27 million yuan) / share.
Zhu Jiangming and Chen ailing contributed 1425000 yuan in currency for the fourth capital increase of newtage,
(in December 2017, the registered capital was 30.12 million yuan) the capital increase price was 17.6 yuan / share.
For the third equity transfer of newtage, Zhang Yi transferred 270000 shares to quanxianfeng at the transfer price of
(in December 2018, the registered capital was 30.12 million yuan) 4.17 yuan / share.
For the fifth capital increase of newtage, CAITONG Chunhui subscribed 711496 shares in currency, and Deqing Jinye wealth
(in March 2019, the registered capital was 31305827 yuan) 474331 shares were subscribed in currency, and the capital increase price was 21.08 yuan/
Shares.
For the sixth capital increase of neutag, Fuquan Yida subscribed 1692763 shares in currency, and high investment Yida
(in July 2019, the registered capital was 33.844972 million yuan) 846382 shares were subscribed in currency, and the capital increase price was 23.63 yuan/
Shares.
For the seventh capital increase, the capital reserve was converted into share capital, with a total of 0.7727 shares per share
(in August 2019, the registered capital was 60 million yuan) 26155028 shares were added
For the fourth equity transfer of newtage, yingba industry and Zhang Jianping transferred to Huai'an fund respectively
(November 2019, with a registered capital of 60 million yuan) 1057178 shares and 443197 shares, with a transfer price of
13.33 yuan / share.
2、 Evolution of share capital since the establishment of the company
(I) in November 2010, neutag Co., Ltd. was established
On November 8, 2010, Zhang Yi invested 20 million yuan in currency to establish Jiangsu newtage Co., Ltd. (i.e. newtage Co., Ltd.), and Huai'an Huaiyin Administration for Industry and Commerce issued the business license for enterprise legal person (Registration No.: 320804000066389) on November 8.
On November 8, 2010, Huai'an Tiansheng Certified Public Accountants issued the capital verification report (hthyy [2010] No. 816), confirming that the registered capital of 20 million yuan paid by Zhang Yi had been fully in place as of November 8, 2010. The equity structure of neutag Co., Ltd. at the time of establishment is as follows:
Name of shareholder subscribed capital (10000 yuan) paid in capital (10000 yuan) shareholding ratio (%) contribution method
Zhang Yi 2000.00 2000.00 100.00 currency
Total 2000.00 2000.00 100.00-
After the capital verification procedure set up by newtage Co., Ltd. was completed, Zhang Yi lent 20 million yuan of funds from newtage Co., Ltd. In March and September 2016, Zhang Yi repaid the above-mentioned loan of 20 million yuan to neutag Co., Ltd. in installments. During the period from Zhang Yi's loan of funds to the repayment of the funds, the production and operation of newtage Co., Ltd. was carried out normally, and there was no case in which the issuer's creditors or shareholders filed any claim or lawsuit against newtage Co., Ltd. or the issuer due to the loan provided by newtage Co., Ltd. to Zhang Yi.
Zhang Yi issued the letter of confirmation on historical capital contribution and promised that the issuer and its shareholders would bear all losses arising from the above-mentioned capital lending. In addition, all the existing shareholders of the issuer have also issued the confirmation letter on historical capital contribution, confirming that Zhang Yi will not be required to bear any responsibility for the above capital lending.
After verification, the sponsor and the issuer's lawyer believe that there is a real creditor's right and debt relationship between newtage Co., Ltd. and Zhang Yi. After Zhang Yi paid in his capital contribution, newtage Co., Ltd. provided loans to him, which does not constitute false capital contribution or withdrawal of capital contribution, does not constitute major violations of laws and regulations, and does not constitute a legal obstacle to this issuance; The equity structure of the issuer is clear, and there is no situation that such loans affect the clarity and stability of the overall equity structure and control right of the issuer.
(II) in December 2010, the first equity transfer of neutag
On December 23, 2010, Zhang Yi and his mother Xie Suhua signed the equity transfer agreement, which agreed that Zhang Yi would transfer the capital contribution of 20 million yuan held by him to Xie Suhua at the price of 20 million yuan.
On December 23, 2010, Zhang Yi, the shareholder of newtage Co., Ltd., signed the shareholder's decision and agreed to transfer all his 20 million yuan capital contribution in newtage Co., Ltd. to Xie Suhua.
In this transfer, the transfer between Zhang Yi and Xie Suhua is held by Xie Suhua, Zhang Yi's mother, on behalf of Zhang Yi, who is the actual owner of the equity. The nominee and the nominee are the mother child relationship, and the nominee was restored in August 2015. During the period, there was no violation of laws and regulations or damage to the rights and interests of third parties. For the above reasons, there is no actual payment of equity transfer funds in this equity transfer. After the completion of this equity transfer, Zhang Yi is still responsible for the daily operation and management of newtage Co., Ltd.
On December 27, 2010, the industrial and commercial registration procedures for the change of shareholders of newtage Co., Ltd. were completed, and Huai'an Huaiyin Administration for Industry and Commerce issued a new business license to newtage Co., Ltd.
After this equity transfer, the equity structure of neutag Co., Ltd. is as follows:
Name of shareholder subscribed capital (10000 yuan) paid in capital (10000 yuan) shareholding ratio (%) contribution method
Xie Suhua 2000.00 2000.00 100.00 currency
Total 2000.00 2000.00 100.00-
(III) in August 2015, the registered capital of neutag increased to 20.2 million yuan
On August 10, 2015, Zhang Jianping signed the capital increase agreement of Jiangsu newtage Co., Ltd. with newtage Co., Ltd., and subscribed for the newly increased registered capital of newtage Co., Ltd. with RMB 200000.
On August 10, 2015, the shareholders' meeting of neutag Co., Ltd. made a resolution to increase the registered capital and paid in capital by 20.2 million yuan, and the new shareholder invested 200000 yuan in monetary form. The company type changed from a sole proprietorship limited company of natural persons to a holding limited company of natural persons.
August 13, 2015, Huaihe River
