Softcom power: Explanation on the evolution of share capital since the establishment of the company and the confirmation opinions of its directors, supervisors and senior managers

Softcom power information technology (Group) Co., Ltd

Explanation on the evolution of share capital since the establishment of the company and confirmation opinions of directors, supervisors and senior managers

Softcom power information technology (Group) Co., Ltd. plans to make an initial public offering of shares and be listed on the gem. All directors, supervisors The senior management explained the evolution of the share capital since the establishment of the company as follows (the abbreviation involved in this description is consistent with the prospectus of softcom power information technology (Group) Co., Ltd. for initial public offering and listing on the GEM): I. overview of the issuer’s previous equity transfer and changes in registered capital

2、 Evolution of share capital since the establishment of the issuer (I) in November 2005, the limited company was established

On October 25, 2005, softcom Cayman, the shareholder of Softcom Power Co., Ltd., signed the articles of association of Beijing Softcom Power Information Technology Co., Ltd., which stated that the name of the established company was “Beijing Softcom Power Information Technology Co., Ltd”, the investor was softcom Cayman, the legal representative and executive director were Liu Tianwen, and the total investment and registered capital were US $8 million.

On October 31, 2005, Haidian Park Management Committee of Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology park approved and issued the reply on the articles of association of foreign-funded enterprise “Beijing Softcom Power Information Technology Co., Ltd.” (Hai Yuan Fa [2005] No. 1522), and approved the articles of association to take effect.

On November 4, 2005, the Beijing Municipal People’s government issued the approval certificate of the people’s Republic of China for foreign invested enterprises (s.z.w.j.z. [2005] No. 17300), approving the establishment of Softcom Power Co., Ltd.

On November 4, 2005, the Beijing Municipal Administration for Industry and Commerce issued the business license for enterprise legal person (Registration Number: Qi Du Jing Zong Zi No. 027643).

On December 21, 2005, Beijing xintianxiang certified public accountants Co., Ltd. issued the capital verification report (jxtxyz [2005] No. 12-4). After verification, as of November 24, 2005, Softcom Power Co., Ltd. had received the monetary capital invested by the shareholder softcom Cayman of US $8 million.

On December 27, 2005, the Beijing Administration for Industry and Commerce issued the business license for enterprise legal person (Qi Du Jing Zong Zi No. 027643), stating that the paid in capital of Softcom Power Co., Ltd. was changed to US $8 million.

After the establishment of Softcom Power Co., Ltd., its equity structure is as follows:

No. name of shareholder contribution amount (USD 10000) shareholding ratio (%)

1 softcom Cayman 800 100.00

Total 800 100.00

(II) the first capital increase in March 2007

On March 22, 2007, the executive director of Softcom Power Co., Ltd. made a resolution to increase the registered capital of Softcom Power Co., Ltd. from US $8 million to US $10 million.

On September 29, 2006, Haidian Park Management Committee of Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology park approved and issued the reply on the capital increase of foreign-funded enterprise “Beijing Softcom Power Information Technology Co., Ltd.” (Hai Yuan Fa [2006] No. 1328), agreeing that the total investment and registered capital of Softcom Power Co., Ltd. will be increased from US $8 million to US $10 million, and the capital increase will be funded in US dollars.

On October 10, 2006, the Beijing Municipal People’s government issued the approval certificate of foreign invested enterprises of the people’s Republic of China (s.w.j.z.z. [2005] No. 17300), which stated that the total investment and registered capital of Softcom Power Co., Ltd. were changed to US $10 million.

On March 22, 2007, Tianhua Zhengxin (Beijing) certified public accountants Co., Ltd. issued the capital verification report (Tianhua Zhengxin Yan Zi [2007] No. 03-26). After verification, Softcom Power Co., Ltd. received the capital invested by softcom Cayman on February 7, 2007. As of February 7, 2007, the accumulated paid in capital of Softcom Power Co., Ltd. amounted to US $10 million.

On March 27, 2007, Beijing Administration for Industry and Commerce issued the business license for enterprise legal person (Registration No.: 110000410276437), and the registered capital and paid in capital of Softcom Power Co., Ltd. were changed to USD 10 million. After this capital increase, the equity structure of Softcom Power Co., Ltd. is as follows:

No. name of shareholder contribution amount (USD 10000) shareholding ratio (%)

1 softcom Cayman 1000 100.00

Total 1000 100.00

(III) the second capital increase in June 2007

On April 2, 2007, the executive director of Softcom Power Co., Ltd. made a decision that the total investment of Softcom Power Co., Ltd. increased from US $10 million to US $28 million, and the registered capital increased from US $10 million to US $20 million.

On April 6, 2007, Haidian Park Management Committee of Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology park approved and issued the reply on the capital increase of foreign-funded enterprise “Beijing Softcom Power Information Technology Co., Ltd.” (Hai Yuan Fa [2007] No. 326), agreeing to increase the total investment of Softcom Power Co., Ltd. from US $10 million to US $28 million and the registered capital from US $10 million to US $20 million, All the capital increase is made in cash in US dollars.

On April 12, 2007, the Beijing Municipal People’s government issued the approval certificate of foreign invested enterprises of the people’s Republic of China (s.w.j.z.z. [2005] No. 17300). The total investment of Softcom Power Co., Ltd. was changed to USD 28 million and the registered capital was changed to USD 20 million.

On May 25, 2007, Tianhua Zhengxin (Beijing) certified public accountants Co., Ltd. issued the capital verification report (Tianhua Zhengxin Yan Zi [2007] No. 05-43). After verification, Softcom Power Co., Ltd. received the additional registered capital monetary capital of USD 10 million invested by softcom Cayman on April 20, 2007. As of 2007

On June 4, 2007, the Beijing Administration for Industry and Commerce issued the business license for enterprise legal person (Registration No.: 110000410276437), stating that the registered capital and paid in capital of Softcom Power Co., Ltd. were changed to USD 20 million.

After this capital increase, the equity structure of Softcom Power Co., Ltd. is as follows:

No. name of shareholder contribution amount (USD 10000) shareholding ratio (%)

1 softcom Cayman 2000 100.00

Total 2000 100.00

(IV) the third capital increase in February 2008

On July 30, 2007, the executive director of Softcom Power Co., Ltd. made a decision and agreed that the total investment of Softcom Power Co., Ltd. would remain unchanged at US $28 million, and the registered capital would increase from US $20 million to US $26 million.

On July 31, 2007, Haidian Park Management Committee of Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and Technology Park issued the reply on the capital increase of foreign-funded enterprise “Beijing Softcom Power Information Technology Co., Ltd.” (Hai Yuan Fa [2007] No. 685), agreeing that the total investment of Softcom Power Co., Ltd. will remain unchanged, and the registered capital will be increased from US $20 million to US $26 million, all of which will be invested in US dollars in cash.

On August 6, 2007, the Beijing Municipal People’s government issued the approval certificate of foreign invested enterprises of the people’s Republic of China (s.w.j.z.z. [2005] No. 17300), stating that the total investment of Softcom Power Co., Ltd. remained unchanged and the registered capital was changed to US $26 million.

On January 29, 2008, Tianhua Zhengxin (Beijing) certified public accountants Co., Ltd. issued the capital verification report (Tianhua Zhengxin Yan Zi [2008] No. 1-47). After verification, Softcom Power Co., Ltd. received an additional registered capital of US $4 million invested by softcom Cayman on September 18, 2007; On November 21, 2007, it received the newly increased registered capital of USD 1.7 million invested by the shareholder softcom Cayman; On January 10, 2008, it received the newly increased registered capital of US $300000 invested by the shareholder softcom Cayman. As of January 10, 2008, the accumulated paid in capital of Softcom Power Co., Ltd. totaled US $26 million.

On February 3, 2008, Beijing Administration for Industry and Commerce issued the business license for enterprise legal person (Registration No.: 110000410276437), and the registered capital and paid in capital of Softcom Power Co., Ltd. were changed to USD 26 million.

After this capital increase, the equity structure of Softcom Power Co., Ltd. is as follows:

No. name of shareholder contribution amount (USD 10000) shareholding ratio (%)

1 softcom Cayman 2600 100.00

Total 2600 100.00

(V) the fourth capital increase in June 2008

On March 7, 2008, the executive director of Softcom Power Co., Ltd. made a decision that the total investment of Softcom Power Co., Ltd. increased from US $28 million to US $40 million, and the registered capital increased from US $26 million to US $30.8 million.

On March 31, 2008, the Beijing Municipal Bureau of Commerce approved and issued the reply of the Beijing Municipal Bureau of Commerce on the amendment of the articles of association of Beijing Softcom Power Information Technology Co., Ltd. (Jing Shang Zi Zi [2008] No. 476), agreeing that the total investment and registered capital of softcom power Co., Ltd. were increased from US $28 million and US $26 million to US $40 million and US $30.8 million respectively, and the capital increase was in US dollar spot exchange.

On April 11, 2008, the Beijing Municipal People’s government issued the approval certificate of the people’s Republic of China for foreign invested enterprises (szjzz [2005] No. 17300), stating that the total investment of Softcom Power Co., Ltd. was changed to USD 40 million and the registered capital was changed to USD 30.8 million.

On June 2, 2008, Tianhua Zhengxin (Beijing) certified public accountants Co., Ltd. issued the capital verification report (Tianhua Zhengxin Yan Zi [2008] No. 6-1). After verification, Softcom Power Co., Ltd. received the additional registered capital invested by softcom Cayman on April 30, 2008. As of April 30, 2008, the accumulated paid in capital of Softcom Power Co., Ltd. totaled US $30.8 million.

On June 17, 2008, the Beijing Administration for Industry and Commerce approved and issued the business license for enterprise legal person with the registration number of 110000410276437, stating that the registered capital and paid in capital of Softcom Power Co., Ltd. were changed to US $30.8 million.

After this capital increase, the equity structure of Softcom Power Co., Ltd. is as follows:

No. name of shareholder contribution amount (USD 10000) shareholding ratio (%)

1 softcom Cayman 3080 100.00

Total 3080 100.00

(VI) in September 2009, the name was changed

On September 10, 2009, the shareholders of Softcom Power Co., Ltd. made a decision to change the company’s name from “Beijing Softcom Power Information Technology Co., Ltd.” to “softcom power information technology (Group) Co., Ltd.”. On September 10, 2009, the Beijing Municipal Administration for Industry and Commerce issued the notice of approval of enterprise name change ((Guo) name change nuclear Waizi [2009] No. 143), which approved the name of Softcom Power Co., Ltd. to be changed to “softcom power information technology (Group) Co., Ltd.”.

On September 27, 2009, Haidian Park Management Committee of Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology park approved and issued the filing notice ([2009] No. 338) and agreed to change the company name to “softcom power information technology (Group) Co., Ltd.”. On September 27, 2009, the Beijing Municipal People’s government issued the

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