Ganzhou Tengyuan cobalt industry new material Co., Ltd
Notes on the evolution of share capital since the establishment of the company
Confirmation opinions of directors, supervisors and senior managers
In this report, unless otherwise specified, the following words have the following meanings:
Tengyuan Co., Ltd. refers to Ganzhou Tengyuan cobalt Industry Co., Ltd., which is the predecessor of the issuer
Tengyuan cobalt industry, the company, the company and shares refer to Ganzhou Tengyuan cobalt industry new material Co., Ltd., joint stock company and issuer
Xiamen Tungsten Co.Ltd(600549) refers to Xiamen Tungsten Co.Ltd(600549)
Ganzhou industrial investment refers to Ganzhou Industrial Investment Technology Co., Ltd
Xidi No. 1 refers to Xiamen Xidi No. 1 investment partnership (limited partnership)
Xidi No. 2 refers to Xiamen Xidi No. 2 investment partnership (limited partnership)
Xinyu hi tech Investment Co., Ltd
Changjiang chendao refers to Changjiang chendao (Hubei) new energy industry investment partnership (limited partnership)
Anhui cornerstone refers to Anhui Xin'an cornerstone industrial upgrading fund partnership (limited partnership)
Zhaoyin No.1 refers to Shenzhen Zhaoyin No.1 innovation and venture capital partnership (limited partnership)
Wuxi TCL refers to Wuxi TCL asikai semiconductor industry investment fund partnership (limited partnership)
Ganzhou Guxin refers to Ganzhou Guxin Consulting Service Center (limited partnership)
Ganzhou gucai refers to Ganzhou gucai Consulting Service Center (limited partnership)
Ma'anshan Xinyu refers to Ma'anshan Xinyu equity investment partnership (limited partnership)
Ningbo Chaoxing refers to Ningbo Meishan bonded port area Chaoxing investment partnership (limited partnership)
CMB win-win refers to Shenzhen CMB win-win equity investment partnership (limited partnership)
Chenguang rare earth refers to Ganzhou Chenguang rare earth new material Co., Ltd. and its predecessor
Nantong Fuyuan refers to Nantong Fuyuan Chemical Trade Co., Ltd
Changjiang chendao refers to Changjiang chendao (Hubei) new energy industry investment partnership (limited partnership)
Anhui cornerstone refers to Anhui Xin'an cornerstone industrial upgrading fund partnership (limited partnership)
Zhaoyin No.1 refers to Shenzhen Zhaoyin No.1 innovation and venture capital partnership (limited partnership)
Wuxi TCL refers to Wuxi TCL asikai semiconductor industry investment fund partnership (limited partnership)
Yuan means RMB yuan
Ten thousand yuan means ten thousand yuan
Grant Thornton certified public accountants, certified public accountants and certified public accountants (special general partnership) capital institutions
Fujian ZTE and appraisal institution refer to Fujian ZTE asset appraisal real estate land appraisal Co., Ltd
Note: unless otherwise specified in this report, all values retain 2 decimal places. If the mantissa of the total number is not equal to the mantissa of the sum of all itemized values, it is caused by rounding.
1、 Evolution of the company's equity (I) changes in the equity structure before the establishment of the joint stock company
1. In March 2004, the company was established
Tengyuan Co., Ltd., the predecessor of the company, was established in March 2004 and jointly invested by Chenguang rare earth, Ding Gang, Wang Tao and Qin Ruyong. The registered capital is 500000 yuan and the paid in capital is 10000 yuan. Among them, Chenguang rare earth subscribed 410000 yuan and paid in 8200 yuan; Ding Gang subscribed capital contribution of 30000 yuan and paid in capital contribution of 0600 yuan; Wang Tao subscribed 30000 yuan and paid in 0600 yuan; Qin Ruyong subscribed 30000 yuan and paid in 0600 yuan.
On March 24, 2004, Jiangxi Delong Dongsheng certified public accountants Co., Ltd. issued the capital verification report (gddzz [2004] No. 44), which verified that Tengyuan Co., Ltd. had received the paid in capital of 10000 yuan from all shareholders, and all shareholders contributed in currency.
On March 26, 2004, Gan County Administration for Industry and Commerce issued the business license of enterprise legal person to Tengyuan Co., Ltd.
At the time of establishment, the equity structure of Tengyuan Co., Ltd. was as follows:
Unit: 10000 yuan
No. name of shareholder subscribed capital contribution paid in capital contribution proportion
1 Chenguang rare earth 41.00 0.82 82.00%
2 Ding Gang 3.00 0.06 6.00%
3 Wang Tao 3.00 0.06 6.00%
4 Qin Ruyong 3.00 0.06 6.00%
Total 50.00 1.00 100.00%
The paid in capital contribution of Tengyuan Co., Ltd. at the time of its establishment was 10000 yuan, which was not in line with Article 23 of the company law applicable at that time that "the registered capital of a limited liability company is the paid in capital contribution of all shareholders registered with the company registration authority.
The registered capital of a limited liability company shall not be less than the following minimum limit: (I) the provisions of "500000 yuan for companies mainly engaged in production and operation".
Tengyuan Co., Ltd. paid in 10000 yuan when it was established, which was an act jointly implemented by all shareholders. There was no damage to the interests of other shareholders, did not actually damage the legitimate rights and interests of creditors, and was not subject to administrative punishment. The amount of such capital contribution has been paid in place, and the industrial and commercial change registration has been handled according to law. The situation of insufficient paid in capital contribution has been effectively corrected.
On March 13, 2017, Ganxian District Bureau of market and quality supervision and administration of Ganzhou City issued the confirmation letter: "in view of the fact that all shareholders of Tengyuan cobalt industry have subsequently paid in full the registered capital of 10 million yuan and handled the change registration according to law, the Bureau confirms that it will not revoke the administrative license for the establishment of Tengyuan cobalt industry, nor will it punish Tengyuan cobalt industry and its shareholders for the defects of capital contribution in history.
The Bureau believes that Tengyuan cobalt timely corrected the problem of insufficient paid in capital contribution at the time of establishment, did not damage the rights and interests of other stakeholders, and did not constitute a major violation of laws and regulations. The establishment of Tengyuan cobalt industry is true, legal and effective, and does not constitute a violation of the company law, relevant laws and regulations and normative documents. This bureau confirms that Tengyuan cobalt industry will not be punished by the administrative department for Industry and commerce. "
2. In February 2005, the capital was increased for the first time
On January 8, 2005, the shareholders' meeting of Tengyuan Co., Ltd. agreed to increase the registered capital of the company from 500000 yuan to 10 million yuan. The newly increased registered capital, together with the previously unpaid registered capital, totaled 9.99 million yuan, which was jointly invested and paid by the original four shareholders and the two newly added shareholders Huang Ping and Luo Jie, including 6.9918 million yuan invested by Chenguang rare earth with land use right, 350000 yuan invested by Ding Gang with machinery and equipment, 249400 yuan invested by land use right and 599400 yuan invested by Wang Tao with land use right, Qin Ruyong contributed 599400 yuan with land use right, Huang Ping contributed Shanghai Pudong Development Bank Co.Ltd(600000) yuan with machinery and equipment, and Luo Jie contributed Shanghai Pudong Development Bank Co.Ltd(600000) yuan with machinery and equipment. The aforementioned land use rights for capital contribution totaled 8.44 million yuan.
On January 29, 2005, Ganzhou Lianxin certified public accountants Co., Ltd. issued the capital verification report (GaN Lian Hui Shi Yan Zi [2005] No. 01030), which verified that Tengyuan Co., Ltd. had received the capital contribution of 9.99 million yuan paid by all shareholders. The specific capital contributions are as follows:
Unit: 10000 yuan
Mode of contribution
No. total shareholders' names
Land use right machinery and equipment
1 Chenguang rare earth 699.18 - 699.18
2 Ding Gang 24.94 35.00 59.94
3 Wang Tao 59.94 - 59.94
4 Qin Ruyong 59.94 - 59.94
5 Luo Jie - 60.00 60.00
6 Huangping - 60.00 60.00
Total 844.00 155.00 999.00
The capital verification report shows that the above land use right has been evaluated by Ganzhou Yongxing real estate evaluation Co., Ltd. and issued ganyongxing Fangping Zi [2005] No. 005 report. The physical contributions such as machinery and equipment have also been evaluated by the registered asset appraiser of the Institute, as follows:
Unit: Yuan
Specific content of capital contribution method appraisal value shareholders' confirmation value
Land use right three land use rights in Hongjin Industrial Park, Ganxian County, with a total area of 852442900844000093953.50 m2
Machinery, equipment, industrial boilers and other fixed assets 1556405571550000
Note: the above assessment report has been lost.
On February 1, 2005, Gan County Administration for Industry and Commerce issued the changed business license of enterprise legal person to Tengyuan Co., Ltd.
After the capital increase, the equity structure of Tengyuan Co., Ltd. is as follows:
Unit: 10000 yuan
No. name of shareholder contribution amount proportion of contribution
1 Chenguang rare earth 700.00 70.00%
2 Ding Gang 60.00 6.00%
3 Wang Tao
