Zhaoxun Media Advertising Co., Ltd
Notes on the evolution of share capital since the establishment of the company
Confirmation opinions of directors, supervisors and senior managers
Except for the special meaning marked, the interpretation in this confirmation opinion is consistent with that in the prospectus.
Zhaoxun media plans to make an initial public offering of RMB common shares (A shares) and list them on the gem. The company and all directors, supervisors and senior managers explain the evolution of share capital since the establishment of the company as follows:
1、 Overview of the formation and evolution of the issuer’s share capital Shenzhen zhaoxun advertising media Co., Ltd
(established in September 2007 with a registered capital of 10 million yuan) in January 2010, Shenzhen zhaoxun Co., Ltd. was renamed “Tianjin zhaoxun advertising media Co., Ltd. for the first capital increase”;
In December 2010, the newly increased registered capital was 4705882 yuan, which was subscribed by Fuhai Yintao and Zhou zeliang.
Tianjin zhaoxun advertising media Co., Ltd
(in December 2010, the registered capital was 14705882 yuan)
In February 2011, it was changed into a joint stock limited company and initiated the overall change of the joint stock company to establish “zhaoxun Media Advertising Co., Ltd.” with a registered capital of 150 million yuan;
Zhaoxun Media Advertising Co., Ltd
(in February 2011, the registered capital was 150 million yuan)
The first equity transfer in August 2014, Shenzhen zhaoxun investment
68% of the shares were transferred to Lhasa zhaoxun investment.
Zhaoxun Media Advertising Co., Ltd
(in August 2014, the registered capital was 150 million yuan)
The second equity transfer in May 2015, Fuhai Yintao transferred 16% of its shares to Lhasa Huiyu.
Zhaoxun Media Advertising Co., Ltd
(in May 2015, the registered capital was 150 million yuan)
The third equity transfer in September 2017, Lhasa zhaoxun investment
6.8% of the shares were transferred to Tianjin zhaoxun technology.
Zhaoxun Media Advertising Co., Ltd. August 2018
(in September 2017, the registered capital was 150 million yuan) Tianjin zhaoxun technology transferred its 6.8% shares to Lhasa zhaoxun mobile for the fourth equity transfer;
Zhou zeliang transferred 16% of his shares to Lhasa
Kimberly.
Zhaoxun Media Advertising Co., Ltd
(in August 2018, the registered capital was 150 million yuan)
November 2018
The fifth equity transfer: Lhasa zhaoxun investment, Lhasa Huiyu, Lhasa jinbaoli and Lhasa zhaoxun mobile transferred 99% of their shares to
Zhaoxun Media Advertising Co., Ltd. Luenmei Quantum Co.Ltd(600167) ; Transfer 1% of its shares to United States asset management (November 2018, with a registered capital of 150 million yuan).
1. Shenzhen zhaoxun Co., Ltd. was established in September 2007
On September 25, 2007, Shenzhen zhaoxun investment signed the articles of association of Shenzhen zhaoxun advertising media Co., Ltd., and invested to establish a wholly-owned subsidiary, Shenzhen zhaoxun Co., Ltd., with a registered capital of 10 million yuan, all in currency. On September 29, 2007, Shenzhen Hengping Certified Public Accountants issued the “shenhengping Suo (NEI) Yan Zi [2007] No. 145” capital verification report, which verified that as of September 28, 2007, the registered capital of Shenzhen zhaoxun Co., Ltd. had been fully paid in.
On September 30, 2007, Shenzhen Administration for Industry and Commerce approved and issued the business license of enterprise legal person with the registration number of 440301102906324. The equity structure of Shenzhen zhaoxun Co., Ltd. when it was established is as follows:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Shenzhen zhaoxun investment 100000 100.00%
Total 100000 100.00%
Shenzhen zhaoxun investment was established on September 11, 2007 and invested by zhaoxun information consulting (Shenzhen) Co., Ltd., which is 100% controlled by Su zhuangqiang, one of the five Su’s actual controllers of Luenmei Quantum Co.Ltd(600167) company.
2. Change of enterprise name and domicile in January 2010
On January 5, 2010, Shenzhen zhaoxun investment made a resolution to move the residence of Shenzhen zhaoxun Co., Ltd. to Tianjin Airport Logistics Processing Zone, and the company was renamed “Tianjin zhaoxun advertising media Co., Ltd.”.
On January 11, 2010, Tianjin Administration for Industry and Commerce issued the business license for enterprise legal person with the registration number of 120192 China Reform Health Management And Services Group Co.Ltd(000503) 79.
3. The first capital increase in December 2010
On November 29, 2010, Shenzhen zhaoxun investment signed the capital increase agreement with Fuhai Yintao and natural person Zhou zeliang, and the registered capital of Tianjin zhaoxun Co., Ltd. increased to RMB 14705882. On December 1, 2010, Shenzhen zhaoxun investment made a shareholder decision and agreed to the above capital increase agreement and plan. Fuhai Yintao and Zhou zeliang each contributed 50 million yuan in currency, of which 235294100 yuan was included in the registered capital and the rest was included in the capital reserve. Fuhai Yintao and Zhou zeliang were external investors to be introduced before the company’s IPO at that time, and the share price was determined by all parties at that time.
After the capital increase, the equity structure of Tianjin zhaoxun Co., Ltd. is as follows:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Shenzhen zhaoxun investment 10000000 68.00%
Fuhai Yintao 235294116.00%
Zhou zeliang 235294116.00%
Total 14705882 100.00%
On December 6, 2010, Zhongxi Certified Public Accountants issued the capital verification report (zxyz (2010) No. 01059), which verified that all the above capital increase funds had been in place as of December 6, 2010.
On December 21, 2010, Tianjin Administration for Industry and Commerce registered the change of this capital increase. 4. In February 2011, it was changed into a joint stock limited company as a whole
On February 21, 2011, Tianjin zhaoxun Co., Ltd. held an extraordinary shareholders’ meeting and made a resolution, agreeing that all shareholders of Tianjin zhaoxun Co., Ltd. as the sponsors, taking December 31, 2010 as the overall change base date and based on the audited net assets of 1 Chinese Universe Publishing And Media Group Co.Ltd(600373) 00 yuan, equivalent to 150 million shares, should be changed into a joint-stock company as a whole. On the same day, Shenzhen zhaoxun investment, Fuhai Yintao and Zhou zeliang signed the sponsor agreement.
Zhongxi certified public accountants has audited the financial status of Tianjin zhaoxun Co., Ltd. as of December 31, 2010 and issued the “Zhongxi Shen Zi [2011] No. 01070” audit report. Xi’an Zhengheng Assets Appraisal Co., Ltd. evaluated the financial status of the company as of December 31, 2010 and issued the asset appraisal report (Xi’an Zhengheng Ping Bao Zi [2011] No. 012).
On February 22, 2011, Zhongxi Certified Public Accountants issued the capital verification report (zxyz (2011) No. 01011) to verify the overall change.
On February 24, 2011, zhaoxun media received the business license for enterprise legal person with the registration number of 120192 China Reform Health Management And Services Group Co.Ltd(000503) 79. After the overall change, the share capital structure of zhaoxun media is as follows:
Shareholder name / name number of shares held (10000 shares) shareholding ratio
Shenzhen zhaoxun investment 1020000 68.00%
Fuhai Yintao 240000 16.00%
Zhou zeliang 240000 16.00%
Total 1500000 100.00%
5. The first equity transfer in August 2014
On August 19, 2014, Shenzhen zhaoxun investment and Lhasa zhaoxun investment signed the equity transfer agreement. Shenzhen zhaoxun investment transferred all its 68% shares of zhaoxun media, totaling 102 million shares, to Lhasa zhaoxun investment at a transfer price of 1 yuan / share. Shenzhen zhaoxun investment is the subject of 100% control by Su zhuangqiang. Lhasa zhaoxun investment was established on January 22, 2014 and is the subject of 100% control by Su Zhuangqi. This equity transfer is the equity transfer between Su zhuangqiang and his compatriots.
On August 19, 2014, zhaoxun media revised the articles of association and went through the industrial and commercial filing procedures. After the equity transfer, the share capital structure of zhaoxun media is as follows:
Shareholder name / name number of shares held (10000 shares) shareholding ratio
Lhasa zhaoxun investment 1020000 68.00%
Fuhai Yintao 240000 16.00%
Zhou zeliang 240000 16.00%
Total 1500000 100.00%
6. The second equity transfer in May 2015
March 2015
