Explanation of Dezhou United Petroleum Technology Co., Ltd. on the evolution of share capital since the establishment of the company and the confirmation opinions of its directors, supervisors and senior managers
interpretation
In this description, unless the context otherwise requires, the following words have the following meanings:
Dezhou United Petroleum Technology Co., Ltd
Deshi Co., Ltd. refers to Dezhou United Petroleum Machinery Co., Ltd., the predecessor of the company
Yantai Jereh Oilfield Services Group Co.Ltd(002353) refers to Yantai Jereh Oilfield Services Group Co.Ltd(002353) , the controlling shareholder of the company
Sinopec refers to Petrochina Company Limited(601857) Chemical Group Co., Ltd., formerly known as " Petrochina Company Limited(601857) chemical group company"
Xinxing company refers to China Petroleum & Chemical Corporation(600028) group Xinxing Petroleum Co., Ltd
Dezhou machinery plant refers to Dezhou Petroleum Machinery Plant of China Petroleum & Chemical Corporation(600028) Xinxing company
Newland Digital Technology Co.Ltd(000997) refers to Dezhou Newland Digital Technology Co.Ltd(000997) Petroleum Equipment Co., Ltd
Jin'ao company refers to Dezhou jin'ao Petroleum Equipment Co., Ltd
The national share transfer system refers to the national share transfer system for small and medium-sized enterprises
National share transfer company refers to the national small and medium-sized enterprise share transfer system Co., Ltd
Administration for Industry and Commerce means the Administration for Industry and commerce
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
Company Law refers to the company law of the people's Republic of China and its amendments
Zhongxi certified public accountants means Zhongxi Certified Public Accountants (special general partnership)
Yuan means RMB yuan (only for currency quantifiers)
According to 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 (announcement of China Securities Regulatory Commission [2020]) No. 32), which describes the evolution of the company's share capital 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 the evolution of share capital since the establishment of the company is described as follows: I. The Evolution of share capital since the establishment of the company
(i) Establishment of the company
1. In June 2004, Deshi Co., Ltd., the predecessor of the company, was established
The company was changed and established by Deshi Co., Ltd. as a whole. Deshi Co., Ltd. is a limited liability company restructured and established by Dezhou machinery factory in accordance with the relevant policies on the restructuring of main and auxiliary industries of large and medium-sized state-owned enterprises.
The main conditions of restructuring are as follows:
(1) Reform background
According to the notice on printing and distributing the measures for the implementation of the separation of main and auxiliary industries and the diversion and resettlement of surplus personnel in large and medium-sized state-owned enterprises (Guo Jing Mao Qi Gai [2002] No. 859), jointly issued by the former State Economic and Trade Commission, the Ministry of Finance and other eight ministries and commissions on November 18, 2002, Sinopec issued the notice on printing and distributing
< Petrochina Company Limited(601857) 化工集团公司改制分流实施意见>
Notice of ( China Petroleum & Chemical Corporation(600028) Qi [2003] No. 174), Sinopec encourages its affiliated enterprises to use non main business assets, idle assets and effective assets of closed bankrupt enterprises to restructure and establish market-oriented, independent accounting and self financing legal entity in the process of structural adjustment, restructuring and separation of main and auxiliary enterprises, and to divert and resettle surplus personnel and employees of closed bankrupt enterprises through multiple channels.
Dezhou machinery factory was originally an enterprise legal person subordinate to Xinxing company, a wholly-owned subsidiary of Sinopec. It was restructured into Deshi Co., Ltd. in accordance with the relevant provisions of the above-mentioned countries and Sinopec. It is the second batch of restructured enterprises in which Sinopec implements the separation of main and auxiliary enterprises and restructuring and diversion.
(2) Approval of preliminary scheme
On December 8, 2003, Dezhou Machinery Factory made the preliminary plan for restructuring and diversion.
On December 19, 2003, Dezhou Machinery Factory submitted the request for instructions on the preliminary scheme of restructuring and diversion of Dezhou Petroleum machinery factory to Xinxing company (DSF [2003] No. 72).
On December 22, 2003, Xinxing company submitted to Sinopec the request for instructions on submitting the preliminary scheme for restructuring and diversion of Dezhou Petroleum Machinery Plant (Xinxing petroleum [2003] No. 242).
On December 25, 2003, the oilfield enterprise management department of Petrochina Company Limited(601857) chemical group company made the reply on the preliminary scheme of restructuring and diversion of Xinxing petroleum Dezhou Petroleum Machinery Plant ( China Petroleum & Chemical Corporation(600028) yougai [2003] No. 45), and agreed in principle to the preliminary scheme of restructuring and diversion of Dezhou machinery plant Affiliated to Xinxing company.
On January 6, 2004, Xinxing company issued the reply on the preliminary scheme of restructuring and diversion of Dezhou Petroleum Machinery Plant (Xinxing petroleum [2004] No. 7) to Dezhou machinery plant, and agreed in principle to the preliminary scheme of restructuring and diversion of Dezhou machinery plant.
(3) Approval of formal implementation plan
On March 24, 2004, Dezhou machinery factory held a staff congress and voted on the implementation plan for restructuring and diversion of Dezhou Petroleum Machinery Factory.
On March 26, 2004, Xinxing company reported to Sinopec the report on reporting the implementation plan of restructuring and diversion of Dezhou Petroleum Machinery Plant (Xinxing petroleum [2004] No. 54), which included the resolution of the staff congress of Dezhou machinery plant and the restructuring and diversion plan of Dezhou machinery plant, and applied for formal implementation.
On 31 March 2004, Sinopec issued the reply on the implementation plan of restructuring and diversion of Dezhou Petroleum Machinery Plant of Xinxing Petroleum Co., Ltd. ( China Petroleum & Chemical Corporation(600028) oil [2004] 257), the reply contents are as follows: 1. In principle, the implementation plan of restructuring and diversion of Dezhou Machinery Factory is agreed; 2. In principle, it is agreed that the employees of the restructured enterprise shall replace the preferential net assets of 19.3629 million yuan with the amount of compensation and subsidies, accounting for 75.33% of the total shares of the restructured enterprise; The net assets of employees after purchasing preferential in cash are 1292400 yuan, accounting for 5.03% of the total shares of the restructured enterprise; Xinxing company holds 5.0496 million yuan, accounting for 19.64% of the total shares of the restructured enterprise; 3. Agree in principle to dispose of assets according to the reported scheme; 4. Agree to the operating procedures and methods for terminating the labor contracts of 337 employees participating in the restructuring; 5. After the restructuring, the enterprise has more than 50 shareholders, and the equity custody contract shall be signed between registered shareholders and dormant shareholders.
On 30 June 2004, The state owned assets supervision and Administration Commission of the State Council issued the reply on the second batch of implementation plan for the restructuring, diversion and resettlement of surplus personnel in Petrochina Company Limited(601857) chemical group company's main and auxiliary industries (state owned assets distribution [2004]) No. 562), agreed to the second batch of implementation plan for the separation of main and auxiliary, restructuring and diversion formulated by Sinopec, and restructured all 434 units included in the second batch of restructuring, including Dezhou machinery factory, into non-state-owned legal person holding enterprises.
(4) Audit and asset evaluation involved in the restructuring plan
Zhongruihua Hengxin certified public accountants Co., Ltd. accepted the entrustment of Xinxing company for the purpose of restructuring and diversion, Assets designated by Xinxing company to be included in the restructuring scope of its subordinate Dezhou Machinery Factory (hereinafter referred to as "restructuring assets") ）The book net assets as of December 31, 2003 were audited and their fair market value was evaluated. The scope of restructured assets includes other assets and liabilities of Dezhou Machinery Plant except land and aboveground buildings on the benchmark date, including 100% equity of its long-term investment unit jin'ao company. Dezhou Machinery Factory originally held 75% of the equity of jin'ao company, and the other 25% of the foreign equity was owned by American GIO Industrial Company, a subsidiary of Xinxing company. According to the resolution of the general manager's office meeting of Xinxing company, Xinxing company transferred the above 25% equity into Dezhou Machinery Factory as restructuring assets according to the specified procedures.
On March 22, 2004, zhongruihua Hengxin certified public accountants Co., Ltd. issued zhongruihua Hengxin Shen Zi (2004) No. 10961 audit report. After audit, as of December 31, 2003, the audited net asset value of the restructured assets was 32.7354 million yuan.
On March 24, 2004, zhongruihua Hengxin certified public accountants Co., Ltd. issued zhongruihua Hengxin pingbao Zi (2004) No. 021 asset appraisal report. As of December 31, 2003, the net asset appraisal value of the restructured assets was 27.1106 million yuan. The above restructuring appraisal results were filed by the state owned assets supervision and Administration Commission of the State Council on March 28, 2004, with the filing number of 2004-13.
(5) Capital stock setting of enterprises after restructuring
According to the implementation plan for restructuring and diversion of Dezhou Petroleum Machinery Plant submitted by Dezhou machinery plant to Sinopec for approval, the capital stock of the enterprise after restructuring is as follows:
① Total share capital of the enterprise after restructuring
The assessed value of the net assets of the restructured assets is 27.1106 million yuan. Considering that there are still 1.457 million yuan of internal creditor's rights of Sinopec in Dezhou machinery plant, which is difficult to recover, it is proposed to be transferred and included in the account of Xinxing company. The net assets actually used for restructuring and diversion are 25.7049 million yuan. Therefore, the total share capital of the enterprise after restructuring is determined to be 25.7049 million yuan.
② Details of enterprise contribution after restructuring:
The employees of the restructured enterprise replaced the preferential net assets of 19.3629 million yuan with compensation subsidies, accounting for 75.33% of the total capital contribution of the restructured enterprise. The management members purchased the preferential net assets of 1.2923 million yuan in cash, accounting for 5.03% of the total capital contribution of the restructured enterprise. Xinxing company held 5.0497 million yuan, accounting for 19.64% of the total capital contribution of the restructured enterprise. The details are as follows:
Contribution type contribution amount contribution proportion
(10000 yuan) (%)
Employee compensation subsidy (including purchase preference) 1936.2975.33
Cash purchase of management members (including purchase preference) 129.235.03
The reserved equity of Xinxing company is 504.9719 sixty-four
Total 2570.49100 00
A. Calculation of employee compensation subsidy
Issued in accordance with Sinopec's
<关于改制分流中规范劳动关系的有关规定>
The notice ( China Petroleum & Chemical Corporation(600028) RLL [2003] No. 293) stipulates that the compensation and subsidies for employees participating in the restructuring and diversion of Dezhou machinery factory are as follows:
The total number of formal employees participating in the restructuring is 337, including those who worked before 1995, 80% of the compensation and subsidy standard for the termination of the labor contract according to the agreement in 2001 (i.e. 2560 yuan / person year) 235 people calculated the compensation subsidy; before 1995, 38 people applied to the calculation of the economic compensation of the restructured employees based on their average monthly salary in 2003 because the economic compensation calculated according to the national regulations was 80% higher than the compensation subsidy standard for the termination of the labor contract in 2001; after 1995, they were given the equivalent compensation for each full year There are 11 people who receive one month's salary and economic compensation; After 1995, 53 people took part in work and calculated economic compensation according to the average monthly salary of the original employer in the previous year. The total amount of compensation and subsidies for employees of the above-mentioned restructured enterprises is 17.98 million yuan.
B. Net asset purchase discount
Issued in accordance with Sinopec's
< Petrochina Company Limited(601857) 化工集团公司改制分流实施意见>
According to the notice ( China Petroleum & Chemical Corporation(600028) Qi [2003] No. 174), it is agreed to give 8% of the net assets purchase preference to the employees participating in the restructuring, and the cash part of the net assets shall not be preferential, with a total preferential amount of 1475200 yuan. Among them, the replacement part of employee compensation subsidy is preferential of 1.3829 million yuan, and the cash purchase part of management members is preferential of 92300 yuan.
During the implementation of restructuring, Dezhou Machinery Factory further calculated the amount of subsidies and compensation for each employee participating in the restructuring in order to ensure the standardized operation of restructuring and diversion. Therefore, the final amount of economic compensation subsidies for some employees participating in the restructuring and diversion has been adjusted. After adjustment, the situation is as follows:
Worked before 1995, 80% of the compensation and subsidy standard for the termination of the labor contract according to the agreement in 2001 (i.e. 2560 yuan / person year) 242 people calculated the compensation subsidy; before 1995, 30 people applied to the calculation of the economic compensation of the restructured employees based on their average monthly salary in 2003 because the economic compensation calculated according to the national regulations was 80% higher than the compensation subsidy standard for the termination of the labor contract in 2001; after 1995, 30 people who participated in the work were given the equivalent compensation for each full year There are 10 people who receive one month's salary and economic compensation; After 1995, 54 people participated in work and calculated economic compensation according to the average monthly salary of the original employer in the previous year. In addition, among the 337 employees involved in the restructuring, one employee was appointed as the deputy manager of the enterprise operation and Management Department of Xinxing company, which made it clear that he would no longer participate in the restructuring and did not sign a labor contract with the restructuring enterprise. Therefore, the number of employees actually participating in the restructuring was changed from 337 to 336.
The amount of compensation and subsidy determined in the original implementation scheme was adjusted from 17.98 million yuan to 17.5209 million yuan, and the preferential amount of compensation and subsidy was changed to 1.3477 million yuan; The purchase amount of the cash part was adjusted from 1.2 million yuan to 1.5844 million yuan
