Guangdong taienkang Pharmaceutical Co., Ltd
Building a, No. 8 Wanji south 2nd Street, Taishan North Road, Longhu District, Shantou
Explanation on the evolution of share capital since the establishment of the company and the opinions of its directors, supervisors and senior managers
Confirmation opinion
April, 2021
interpretation
In this confirmation opinion, unless the context otherwise requires, the following words have the following meanings: the company, the company, tyenkang, the stock index, the company and the issuer of Guangdong tyenkang Pharmaceutical Co., Ltd
Ltd. refers to Guangdong taienkang Pharmaceutical Co., Ltd. (formerly known as “Shantou Taikang Pharmaceutical Co., Ltd”), which is the predecessor of the issuer
Jin’an trade refers to Jin’an Trade Development Company of Shantou Special Economic Zone, which was the former shareholder of the company
Special Zone Trading Corporation refers to Shantou Special Economic Zone Trading Corporation
Wuhan Weikang and Weikang refer to Wuhan Weikang Pharmaceutical Co., Ltd., which was once a subsidiary of the issuer and has been cancelled
Shandong Huapo Kaisheng refers to Donghua platinum Kaisheng Biotechnology Co., Ltd., a wholly-owned subsidiary of the issuer and once a holding subsidiary of the issuer
Huabo Jingcheng refers to Zhangshu Huabo Jingcheng Investment Management Center (limited partnership), a shareholder of the issuer and a former shareholder of Shandong Huabo Kaisheng
Julander refers to Shenzhen julander equity investment fund partnership (limited partnership)
Ruiland refers to Shenzhen ruiland equity investment fund partnership (limited partnership) (formerly known as “Hangzhou Nalan equity investment fund partnership (limited partnership)”)
Hangzhou Nalan equity investment fund partnership (limited partnership) was renamed “Shenzhen ruiland equity investment fund partnership (limited partnership)” on May 25, 2012
The articles of association refers to the articles of association of Guangdong taienkang Pharmaceutical Co., Ltd
The reporting period, the last three years and the first period refer to 2017, 2018, 2019 and January June 2020
The end of each reporting period refers to December 31, 2017, December 31, 2018, December 31, 2019 and June 30, 2020
Guotai Junan Securities Co.Ltd(601211) , sponsor and sponsor refer to Guotai Junan Securities Co.Ltd(601211) , lead underwriter Guohao, lawyer and issuer’s lawyer refer to Guohao law firm (Shenzhen), issuer’s accountant, Huaxing and audit refer to Huaxing accounting firm (special general partnership)
Social public shares and A-Shares refer to the RMB ordinary shares with a par value of 1.00 yuan each issued by the company
This issuance refers to the company’s public offering of no more than 59.1 million RMB common shares to the public
Listing refers to the listing and trading of the issued shares on the stock exchange
Listing and public transfer refer to the listing and public transfer of the company’s shares in the National SME share transfer system
Ministry of finance means the Ministry of finance of the people’s Republic of China
NDRC refers to the national development and Reform Commission of the people’s Republic of China
Ministry of Commerce means the Ministry of Commerce of the people’s Republic of China
The State Drug Administration refers to the State Drug Administration
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
National SME share transfer refers to the unified and share transfer company of national SME share transfer system Co., Ltd
Provincial government means the people’s Government of Guangdong Province
Shantou Administration for Industry and commerce refers to Shantou Administration for Industry and commerce
Shantou market supervision and Administration Bureau (Intellectual Property Office), officially listed on January 18, 2019, is responsible for the unified registration of market entities and the supervision and inspection of drugs, medical devices and cosmetics.
Shantou Longhu Administration for Industry and commerce refers to Shantou Longhu District Administration for Industry and commerce
ICBC Longhu sub branch refers to Industrial And Commercial Bank Of China Limited(601398) Shantou Longhu sub branch
The capital verification report refers to the written verification opinions issued by the accounting firm for the establishment or previous capital increases of the issuer
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In accordance with the relevant provisions and requirements of 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 issued by the China Securities Regulatory Commission, this paper explains the evolution of the share capital of the company 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 the company’s share capital since its establishment is described as follows: I. sketch of the company’s previous equity changes since its establishment
2、 Evolution of share capital since the establishment of the company
1. In January 1999, the company was established
On November 26, 1998, Jin’an Trade issued the request for instructions on investing in the establishment of “Shantou Taikang Pharmaceutical Co., Ltd.”, applied to Shantou Special Economic Zone Trade Corporation for an investment of 500000 yuan, and jointly invested and established “Shantou Taikang Pharmaceutical Co., Ltd. with sun Weiwen and Zheng Jialong, with a registered capital of 1 million yuan. On January 9, 1999, the Special Zone Trading Corporation issued the reply on Approving the establishment of “Shantou Taikang Pharmaceutical Co., Ltd.”, which approved its competent Jin’an trading, sun Weiwen and Zheng Jialong to jointly invest in the establishment of Shantou Taikang Pharmaceutical Co., Ltd.
When the limited company was established, the registered capital was 1 million yuan, of which Jin’an trade subscribed 500000 yuan of registered capital in currency, with a shareholding ratio of 50%; Sun Weiwen subscribed 300000 yuan of registered capital in currency, with a shareholding ratio of 30%; Zheng Jialong subscribed 200000 yuan of registered capital in currency, with a shareholding ratio of 20%. According to the capital verification report “Yue Guang Hui Yan Zi No. (287)” issued by the accounting firm on November 23, 1998, the capital contribution of 1 million yuan subscribed by the shareholders has been paid in full, all in currency.
On January 22, 1999, Shantou Administration for Industry and Commerce issued the business license of enterprise legal person (Registration No.: 279851004) to the company.
At the time of establishment, the equity structure of the limited company is as follows:
No. name of shareholder subscribed capital contribution (10000 yuan) contribution proportion (%)
1 Jin’an trade 50.00 50.00
2 sun Weiwen 30.00 30.00
3 Zheng Jialong 20.00 20.00
Total 100.00 100.00
Jin’an trade is an enterprise owned by the whole people and funded by the general trading company of Shantou Special Economic Zone in accordance with the reply on the establishment of the Ministry of medicine and trade of Longhu Jin’an, Shantou Special Economic Zone “Shan te Long Jing Qi Zi [1992] No. 012” issued by the Economic Development Bureau of Longhu District, Shantou City. The Special Zone Trade Corporation and its subsidiaries mainly rely on the preferential import and export tax policies of the special zone to engage in trade businesses such as purchasing and selling on a commission basis.
In the late 1990s, the policies of the Special Economic Zone in terms of import and export tax preference were gradually weakened, and Zheng Hanjie, the person in charge of an trade, continued to seek new business development opportunities. After exploration and research, he believes that the pharmaceutical trading and sales industry has a good market development prospect. However, considering that Jin’an trade has a small business scale, weak financial strength and does not have the qualification of pharmaceutical trading at this time, in order to distinguish the proposed pharmaceutical trading and sales business from Jin’an trade, and also in response to the call of the SAR government to develop public-private joint economy, Jin’an Trading Co., Ltd. was jointly invested by sun Weiwen and Zheng Jialong, family members close to Zheng Hanjie, to establish a limited company of RMB 1 million after written instructions from the Special Zone Trading Corporation and according to the reply of the Special Zone Trading Corporation.
When the company was established, it was mainly engaged in the agent sales of imported drugs in Shantou, and soon became the general agent of “Hewei Zhengchang pill” and “voritin” (lecithin complex iodine tablets) in China, selling the above drugs nationwide. The main business of Jin’an trade is to engage in purchasing and selling on a commission basis in Shantou. The main business, products and business activities of Co., Ltd. and Jin’an trade are different, and their main customers and suppliers do not overlap. At the initial stage of the establishment of the company, Zheng Hanjie also served as the person in charge of Jin’an trading and Co., Ltd; Another Co., Ltd. used the office space of Jin’an trade for free. In addition to the above situations, the limited company has no direct contact with Jin’an trade in terms of assets, personnel, business, customers and suppliers, and the limited company does not inherit the business and assets of Jin’an trade, nor the state-owned assets.
2. In June 2001, the first equity transfer and capital increase of the company
Around 2001, with the gradual dilution of the special zone policy and the impact of the global financial storm, the operation of Jin’an trade became increasingly difficult.
On May 7, 2001, in order to solve the problem of capital turnover caused by business difficulties, Jin’an trade submitted the “Shante Jin’an (2001) No. 5” request for instructions on transferring the equity of “Shantou Taikang Pharmaceutical Co., Ltd.” to its superior competent organization, the Special Zone Trade Corporation, Ask for instructions to transfer 50% of the capital contribution of the limited company held by him to sun Weiwen at the price of 500000 yuan.
On May 18, 2001, the Special Zone Trade Corporation issued the “reply on agreeing to transfer the equity of Shantou Taikang Pharmaceutical Co., Ltd.” (2001) No. 32), which approved Jin’an trade to transfer 50% of the capital contribution of the limited company at the price of 500000 yuan. After the transfer, Jin’an trade will no longer participate in the business activities of the limited company.
On May 25, 2001, the shareholders’ meeting of the limited company made a resolution and agreed: ① Jin’an trading transferred its 500000 yuan capital contribution of the limited company to sun Weiwen at 500000 yuan, and Zheng Jialong transferred its 200000 yuan capital contribution of the limited company to Zheng Hanjie at 200000 yuan; ② The newly increased registered capital of the company is 2.2 million yuan, of which Sun Weiwen subscribed for the newly increased registered capital of 500000 yuan in currency and Zheng Hanjie subscribed for the newly increased registered capital of 1.7 million yuan in currency. The price of this equity transfer and capital increase is 1 yuan / yuan of registered capital.
On May 26, 2001, Jin’an trading signed the equity transfer agreement with sun Weiwen, Zheng Jialong and Zheng Hanjie respectively. The price of this equity transfer has been paid in full, and there is no dispute or potential dispute between the parties to the transfer. Among them, Zheng Jialong, the father of Zheng Hanjie, died in 2004 and had three children: Zheng Hanjie, Zheng hanqiang and Zheng Bihua. For this equity transfer, Zheng Hanjie’s mother Huang Peiru, Zheng hanqiang and Zheng Bihua issued confirmation letters respectively, confirming that they have no objection to this equity transfer and the payment of the price. On June 6, 2001, the accounting firm issued the capital verification report (s.m.y.z. [2001] No. 024), which confirmed that as of June 1, 2001, the company had received a contribution of 500000 yuan in currency from sun Weiwen and 1.7 million yuan from Zheng Hanjie.
In June 2001, the company completed the industrial and commercial change registration in Shantou Administration for Industry and commerce.
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