Huarong Chemical Co., Ltd
Notes on the evolution of share capital since the establishment of the company
Confirmation opinions of directors, supervisors and senior managers
Huarong Chemical Co., Ltd. was established through overall change on June 23, 2020. Huarong chemical is an advanced enterprise committed to the green recycling and comprehensive utilization of high-quality potassium hydroxide. Focusing on modern industries such as new fertilizers, high-end daily chemicals, food and medicine, electronic information and so on, Huarong chemical focuses on the development of fine potassium products and super clean chloride series special chemicals. The evolution of share capital since the establishment of the company is described as follows.
Unless the context otherwise requires, the following words or abbreviations in this document have the following meanings: issuer, the company, the company, stock index Huarong Chemical Co., Ltd., Huarong Chemical Co., Ltd
Huarong Co., Ltd. refers to Chengdu Huarong Chemical Co., Ltd., the predecessor of the issuer
New Hope Liuhe Co.Ltd(000876) chemical refers to New Hope Liuhe Co.Ltd(000876) Chemical Investment Co., Ltd., which is the controlling shareholder of the issuer
Ningbo Xinrong refers to Ningbo Xinrong Chemical Technology Partnership (limited partnership), which is the second largest shareholder of the issuer
New Hope Liuhe Co.Ltd(000876) group refers to New Hope Liuhe Co.Ltd(000876) Group Co., Ltd., which was a shareholder of the issuer
New Hope Liuhe Co.Ltd(000876) agriculture refers to Sichuan New Hope Liuhe Co.Ltd(000876) Agriculture Co., Ltd., now New Hope Liuhe Co.Ltd(000876) Liuhe Co., Ltd. ( New Hope Liuhe Co.Ltd(000876) . SZ), once a shareholder of the issuer
Southern hope refers to Sichuan Southern hope Co., Ltd. (cancelled), which was once a shareholder of the issuer
Nanfang industry refers to Sichuan Nanfang hope industry Co., Ltd., which is now Nanfang hope industry Co., Ltd. and was once a shareholder of the issuer
IFC means the International Finance Corporation (IFC), which was a shareholder of the issuer
Chengdu Chemical refers to Chengdu Chemical Co., Ltd., which was once a shareholder of the issuer
Zhihe Township parcel refers to a parcel of land located in Wuli Village, Zhihe Town, Pengzhou City, which is the assets invested by shareholders at the time of the establishment of the company
Simaqiao parcel refers to No. 14, hengqiao street, simaqiao, Chengdu. It is the assets contributed by shareholders when the company was established
Potassium hydroxide assets refer to the high-purity potassium hydroxide production line of Chengdu Chemical Industry and its buildings, which are the assets invested by shareholders when the company was established
Huaxin certified public accountants refers to Sichuan Huaxin (Group) Certified Public Accountants (special general partnership)
Huaxin company refers to Sichuan Huaxin (Group) certified public accountants Co., Ltd
Zhongqihua refers to Beijing zhongqihua Asset Appraisal Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1、 Basic information of the company
Huarong Chemical Co., Ltd
English Name: Huarong Chemical Co., Ltd
The registered capital is 360 million yuan
Legal representative: Tang Chong
Unified social credit code 91510182723425301f
Date of establishment of the company: September 2000
Date of incorporation: June 2020
Address: No. 166, Linyang Road, Jiuchi Town, Pengzhou, Chengdu, Sichuan
Postal Code: 611933
Tel: 02883800329
Fax: 02883802951
Internet address http://www.cn.chccl.com./
Email: hrhg [email protected].
Industry: C26 chemical raw materials and chemical products manufacturing
Production, sales and R & D of PVC and other chemical products (including daily chemicals, special chemicals, chemical fertilizers, food grade potassium chloride, excluding dangerous chemicals and precursor chemicals); Produce, sell, research and develop new products related to the product; Production, sales and research and development of disinfection and sanitary products; Production: vinyl chloride, sodium hypochlorite, chlorine [liquefied], potassium hydroxide, hydrochloric acid, sodium hydroxide; Road freight transportation; Wholesale of mineral products (excluding coal), building materials (excluding sand), and chemical products (excluding hazardous chemicals); Comprehensive utilization of waste (excluding industrial projects, hazardous waste and radioactive waste); Scientific research and technical services; Provide technical consultation and after-sales service of the company’s products, and carry out other activities related to the company’s business; Import and export of goods and technology; Enterprise management services (excluding investment and asset management); Boiler operation technical services (excluding training). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Evolution of share capital since the establishment of the company (I) schematic diagram of the evolution of share capital since the establishment of the company
(II) evolution of share capital before the establishment of the joint stock company
1. In September 2000, Huarong Co., Ltd. was established
On August 18, 2000, Chengdu chemical, IFC, New Hope Liuhe Co.Ltd(000876) agriculture and Nanfang hope jointly signed the joint venture contract on the establishment of Chengdu Huarong Chemical Co., Ltd. and the articles of association of Chengdu Huarong Chemical Co., Ltd., which agreed to jointly contribute to the establishment of Huarong Co., Ltd., with a registered capital of US $12.8 million; Chengdu chemical industry, New Hope Liuhe Co.Ltd(000876) agriculture and Nanfang hope jointly contributed with non monetary assets such as land use right, plant construction and machinery equipment equivalent to US $9.6 million, and IFC contributed with us $3.2 million in cash.
On August 28, 2000, the Chengdu Foreign Trade and Economic Cooperation Committee issued the reply on Approving the establishment of a Sino foreign joint venture Chengdu Huarong Chemical Co., Ltd. (2000) cfjzz No. 129). On the same day, Chengdu Municipal People’s government issued the approval certificate of the people’s Republic of China for foreign invested enterprises (waijingjingrong jjzz [2000] No. 0049). On September 7, 2000, Huarong Co., Ltd. completed the industrial and commercial registration procedures for its establishment and obtained the business license of enterprise legal person (Qi He Chuan Rong Zong Zi No. 2573) issued by the State Administration for Industry and Commerce of the people’s Republic of China.
When Huarong Co., Ltd. was established, the equity structure was as follows:
No. contribution amount of shareholders (USD 10000) contribution method contribution proportion (%)
1 Chengdu Chemical 4341760 non monetary assets 33.92
2 IFC 3200000 cash 25.00
3 New Hope Liuhe Co.Ltd(000876) agriculture 4468480 non monetary assets 34.91
4 Nanfang hope 789760 non monetary assets 6.17
Total 12800000/100.00
(1) Implementation of relevant procedures for non monetary assets involving asset evaluation and state-owned asset management
The assets to be invested by Chengdu chemical industry, New Hope Liuhe Co.Ltd(000876) agriculture and Nanfang hope include the land use right of a land located in Zhihe Township, Pengzhou City (hereinafter referred to as “Zhihe Township Land”), and the land use right of a land located in simaqiao, Chenghua District, Chengdu City (hereinafter referred to as “simaqiao land”) Chengdu Chemical high purity potassium hydroxide production line and its houses and buildings (hereinafter referred to as “potassium hydroxide assets”) have a total price of 796527 million yuan, which is converted into 9.6 million US dollars at 8.297:1. The appraisal of relevant assets and the approval of state-owned assets are as follows:
On December 15, 1998, Pengzhou Bureau of land and resources issued the reply of Pengzhou Bureau of land and resources on confirming the land appraisal results (Peng Guotu Zi (98) No. 108), confirming that on the benchmark date of December 14, 1998, Chengdu chemical industry plans to transfer the land use right of Zhihe Township (Certificate No.: Peng Guoyong (1997) Zi No. 351145) with the appraisal value of 112179 million yuan, The appraisal is valid for half a year from the date of issuance.
On March 16, 1999, Chengdu state owned Assets Administration issued the reply on the confirmation of the appraisal results of some assets of Chengdu Chemical Co., Ltd. (cgzg [1999] No. 13), which confirmed that according to the asset appraisal report issued by Chengdu Riyue Certified Public Accountants (Riyue kuaping (1999) No. 006), The appraisal value of potassium hydroxide assets invested by Chengdu chemical industry is 663201 million yuan.
On April 7, 1999, Chengdu Municipal Bureau of land and resources issued the reply on confirming the land appraisal results of Chengdu Chemical Co., Ltd. (cgtj [1999] No. 065), confirming that the appraisal value of simaqiao parcel of land to be invested by Chengdu Chemical Industry Co., Ltd. is 2.1147 million yuan according to the appraisal report issued by Chengdu Land Price Appraisal Office (Chengdu land price (1999) GZ No. 05). On May 31, 1999, Chengdu state owned Assets Administration issued the reply on supplementary confirmation of some assets appraisal results of Chengdu Chemical Co., Ltd. (cgzg [1999] No. 35) to confirm the assets appraisal value of simaqiao parcel.
On April 28, 2000, Chengdu chemical industry, New Hope Liuhe Co.Ltd(000876) agriculture and Nanfang hope signed the contract for joint investment in the establishment of Sino foreign joint venture Chengdu Huarong Chemical Co., Ltd., which stated: ① New Hope Liuhe Co.Ltd(000876) agriculture, Nanfang hope planned to jointly invest and establish Huarong Co., Ltd. (Preparatory) with Chengdu Chemical Industry and international finance corporation; ② New Hope Liuhe Co.Ltd(000876) agriculture and Nanfang hope to pay rmb37 million and rmb6.54 million respectively to Chengdu chemical to acquire part of the equity of the joint venture; ③ The equity ratio of non monetary assets to be invested by Chinese investors is 45.22% for Chengdu chemical industry, 46.55% for New Hope Liuhe Co.Ltd(000876) agriculture and 8.23% for Nanfang hope; ④ Each party holds 33.92% of the registered capital of the proposed joint venture Huarong Co., Ltd. (Preparatory): Chengdu chemical industry, 34.91% of New Hope Liuhe Co.Ltd(000876) agriculture, 6.17% of Southern hope and 25% of IFC.
On May 8, 2000, Chengdu Chemical Industry Bureau issued the report on the feasibility study report on the joint venture project between Chengdu Chemical Industry Co., Ltd. and other three enterprises and IFC (chenghuagui [2000] No. 41). After research and decision, it was agreed to transfer Chenghua shares, New Hope Liuhe Co.Ltd(000876) agriculture Nanfang hope and IFC jointly set up the project of Chengdu Huarong Chemical Co., Ltd. and submitted it to Chengdu Economic Commission.
On May 8, 2000, Chengdu Municipal Economic Commission issued the reply on adjusting the feasibility study report on the construction of 20000 t / a high-purity potassium hydroxide plant in a joint venture between Chengdu Chemical Co., Ltd. and IFC (cjjg [2000] No. 70), “It is agreed to make adjustments on the basis of the feasibility study report on the joint venture between Chengdu Chemical Co., Ltd. and IFC to establish a 20000 t / a high-purity potassium hydroxide plant in different places (cjjg [1999] No. 64) originally approved by our committee, and the feasibility study report will not be re approved”.
(2) Defects and norms involved in the capital contribution of Huarong Co., Ltd. when it was established
When Huarong Co., Ltd. was established, the land of Zhihe Township used by the shareholders of the company for capital contribution has not been specially evaluated for the purpose of capital contribution; The appraisal base date of simaqiao parcel and potassium hydroxide assets used for capital contribution is January 31, 1999. As of May 8, 2000, the relevant appraisal report has expired; Chengdu Chemical wants to transfer some rights and interests in non monetary assets to New Hope Liuhe Co.Ltd(000876) agriculture and Nanfang without special evaluation.
On February 3, 2021, Sichuan Hualian Assets Appraisal Co., Ltd. issued the retroactive appraisal report on the value of machinery and equipment, houses and buildings and land use rights involved in Pengzhou state owned Assets Supervision, administration and financial work bureau’s plan to understand the asset value (Chuan Hua Lian Zi Ping [2021] No. 013), which stated that on the benchmark date of April 30, 2000, The non monetary assets contributed by Huarong shareholders for appraisal are RMB 7.476 million.
On February 5, 2021, Pengzhou state owned assets supervision and administration and Financial Work Bureau issued the “historical report of Huarong Chemical Co., Ltd.”
