Description of the evolution of share capital since the establishment of Chengda Pharmaceutical Co., Ltd. and the confirmation opinions of its directors, supervisors and senior managers
Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as “Chengda pharmaceutical”, “the company” and “the issuer”) intends to apply for initial public offering of shares and listing on the gem. The company and all directors, supervisors and senior managers make the following explanations on the evolution of share capital since the establishment of the company (the relevant abbreviations in this note are the same as those in the prospectus): I. overview of the evolution of the issuer’s share capital
Chengda pharmaceutical is a joint stock limited company established by Chengda Co., Ltd. on December 9, 2009. The evolution of the company’s share capital is as follows:
Details of time matters
In March 1999, the company was established with the contribution of Ge Jianli, Huang Honglin and Zheng tucai, with a registered capital of 500000 yuan
In June 1999, Zheng tucai transferred 10.00% equity of Chengda limited to ge Jianli and 10.00% equity to Huang Honglin
In July 2000, the registered capital of capital increase (Chengda Co., Ltd. was absorbed and merged into Chengcheng chemical, and Chengda and Chengcheng chemical after this absorption and merger) Co., Ltd. was increased to 1 million yuan
In August 2006, Ge Jianli and Huang Honglin transferred their 45.00% and 30.00% equity of Chengda Co., Ltd. to Li Qiang respectively
In October 2007, Li Qiang subscribed for a new registered capital of 1 million yuan with a capital increase of 1 million yuan. After this capital increase, the registered capital of Chengda Co., Ltd. increased to 2 million yuan
Li Qiang of the company transferred 19.10% equity of Chengda Co., Ltd. to ge jianshili, 21.60% equity to Huang Honglin, 13.30% equity to Wang Zhe in September 2008; Noel biology subscribed for the newly increased registered capital of 159600 yuan with 10.94 million yuan, and JiuHeng investment subscribed for the newly increased registered capital of 133000 yuan with 9.16702 million yuan. The rest were included in the capital reserve. After this capital increase, the registered capital of Chengda Co., Ltd. increased to 2.2926 million yuan
Wang Zhe transferred his 6.96% equity of Chengda Co., Ltd. to Li Qiang; Dayou chemical subscribed 74200 yuan of newly increased registered capital with 5 million yuan. In June 2009, equity transfer, Zeng yuan, Ge Jianli subscribed 175900 yuan of newly increased registered capital with 11853099.73 yuan, Huang Honglin subscribed 117300 yuan of newly increased registered capital with 7904312.67 yuan, and the rest was included in the capital reserve. After this capital increase, the registered capital of Chengda Co., Ltd. increased to 2.66 million yuan
Details of time matters
Based on the audited net book value of Chengda Co., Ltd. on June 30, 2009 as the base date, in December 2009, it was changed into a stock asset of 72336501.57 yuan as a whole, which was converted into 50 million shares of the total joint stock principal of the Co., Ltd. at the ratio of 1.4467:1, and the difference of 22336501.57 yuan was included in the capital reserve, which was changed into a joint stock limited company as a whole
Qianhai Shengtai subscribed for the new registered capital with 89.9 million yuan. In November 2014, the capital was increased by 15.5 million yuan, and the rest was included in the capital reserve. After this capital increase, the registered capital of the company increased to 65.5 million yuan
In November 2016, Li Qiang transferred 3.89875 million shares of Chengda pharmaceutical to Lu Jin
In December 2016, Lu Jin transferred 3.89875 million shares of Chengda pharmaceutical to ge Jianli
In April 2017, Li Qiang transferred 11.69625 million shares of Chengda pharmaceutical to Lu Jin
shares
In April 2017, Lu Jin transferred 11.69625 million shares of Chengda pharmaceutical to ge Jianli
At this stage, Ge Jianli, Dayou chemical and JiuHeng investment transferred 2630400 shares, 669600 shares and 500000 shares held by Chengda pharmaceutical in May 2017 to Huida investment respectively
Chenghe Shanda subscribed for the newly increased registered capital of 21800.2 million yuan with 18.966 million yuan, and the rest was included in the capital reserve. After this capital increase, the registered capital of the company increased to 67.68 million yuan
Dayou chemical and Noel biological transferred 725400 shares and 3 million shares held by Chengda pharmaceutical to the company respectively; The company transferred its shares repurchased by equity incentive in December 2019 to the employee stock ownership platforms Jiashan Huicheng and Jiashan Hecheng respectively for equity incentive, including 1645000 shares to Jiashan Hecheng and 2080400 shares to Jiashan Huicheng
Jiaxing maierte subscribed for the new registered capital with RMB 25999999.00. In December 2019, the capital was increased by RMB 2736842, and Shanghai fujiurong subscribed for the new registered capital with RMB 19999998.50. The rest was included in the capital reserve. After this capital increase, the registered capital of the company increased to RMB 72.522105 million
2、 Evolution of share capital since the establishment of the issuer (I) Limited company stage
1. In March 1999, the company was established
On March 25, 1999, Ge Jianli, Huang Honglin and Zheng tucai jointly funded the establishment of Chengda Co., Ltd. in currency. The legal representative is Ge Jianli, with a registered capital of 500000 yuan at the time of establishment, and the business scope is the production and sales of amikacin raw materials. According to the capital verification report (s.s.y. [1999] No. 072) issued by Jiashan audit firm, as of March 22, 1999, the registered capital of Chengda Co., Ltd. was paid in full. On March 25, 1999, Chengda Co., Ltd. registered for industrial and commercial establishment according to law and obtained the Registration No. 3304211103391 issued by Jiashan County Administration for Industry and Commerce of Zhejiang Province Business license for enterprise legal person. When Chengda Co., Ltd. was established, the capital contributions of each shareholder were as follows:
No. contribution amount of contributor (10000 yuan) contribution proportion
1 Ge Jianli 25.0050 00%
2 Huang Honglin 15.0030 00%
3 Zheng tucai 10.0020 00%
Total 50.00100.00 00%
2. In June 1999, Chengda Co., Ltd. transferred its equity for the first time
On June 5, 1999, Chengda Co., Ltd. held a shareholders’ meeting and made a resolution to agree that Zheng tucai transferred 50000 yuan of capital contribution to ge Jianli and Huang Honglin at the original capital contribution price, and handled the industrial and commercial change registration according to law. After the equity transfer, the equity structure of Chengda Co., Ltd. is as follows:
No. contribution amount of contributor (10000 yuan) contribution proportion
1 Ge Jianli 30.0060 00%
2 Huang Honglin 20.0040 00%
Total 50.00100.00 00%
3. In July 2000, Chengda Co., Ltd. increased its capital for the first time (absorbed and merged Chengcheng chemical)
On March 2, 2000, Chengda Co., Ltd. and Chengcheng chemical passed the resolution of the shareholders’ meeting respectively, agreeing that Chengda Co., Ltd. shall absorb and merge Chengcheng chemical, and Chengda Co., Ltd. shall inherit all the debts of Chengcheng chemical; On the same day, Chengda Co., Ltd. and Chengcheng chemical signed the enterprise merger agreement, which agreed that all assets and creditor’s rights of Chengcheng chemical belong to Chengda Co., Ltd. and all debts shall be repaid by Chengda Co., Ltd; The registered capital of Chengda Co., Ltd. after the merger is the sum of the registered capital of the two companies before the merger, which is 1 million yuan, and Chengcheng chemical cancelled.
Chengda Co., Ltd. and Chengcheng chemical jointly published the announcement on the merger in Jiaxing Daily on March 11, 2000, March 18, 2000, March 29, 2000 and July 12, 2000, announcing the merger of Chengda Co., Ltd. and Chengcheng chemical.
On July 6, 2000, Sizhou United Certified Public Accountants issued the capital verification report (sihyy [2000] No. 168) on the merger.
On July 18, 2000, Chengda Co., Ltd. carried out the industrial and commercial change registration according to law and obtained the business license with the registration number of 3304211103391 issued by the Administration for Industry and Commerce of Jiashan County, Zhejiang Province.
After the completion of this absorption and merger, Chengda’s limited equity structure is as follows:
