! “$%&'()+,-./+,0123
:;-
In this note, unless otherwise specified, the following abbreviations or words have the following meanings: issuer, company, the company, stock index, Zhejiang Liansheng Chemical Co., Ltd., Liansheng Chemical Co., Ltd
Liansheng Chemical Co., Ltd. refers to Linhai Liansheng Chemical Co., Ltd., which is the predecessor of Liansheng chemical
Liansheng group refers to Liansheng Chemical Group Co., Ltd., which is the controlling shareholder of Liansheng chemical
Liansheng industry refers to Zhejiang Liansheng Chemical Industry Co., Ltd., which is the former name of Liansheng group
Taizhou high investment refers to Taizhou Goldman Sachs investment partnership (limited partnership) and the shareholder of Liansheng chemical
Actual controllers refer to Mou Jianyu, Yu Kuai and Yu Xiaoou
Sponsor / sponsor / Sinolink Securities Co.Ltd(600109) refers to Sinolink Securities Co.Ltd(600109)
Lawyer of the issuer / Guohao refers to Guohao law firm (Hangzhou)
Issuer’s accountant / Reporting Accountant / refers to Tianjian Certified Public Accountants (special general partnership)
Appraisal institution / Kunyuan appraisal refers to Kunyuan Asset Appraisal Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The articles of association refers to the articles of association of Zhejiang Liansheng Chemical Co., Ltd
Yuan means RMB yuan
! ” $%&'()+,-./0
1 ” $%&'()+,-230
! “$%&'(
)+,-.$%&’ (
Liansheng Co., Ltd. was jointly invested and established by Zhejiang Liansheng Chemical Industry Co., Ltd. and Yu Xiaoou on October 19, 2007. At the time of establishment, the registered capital of the company was 6 million yuan, of which Liansheng industry contributed 5.4 million yuan, accounting for 90.00%; Yu Xiaoou invested Shanghai Pudong Development Bank Co.Ltd(600000) yuan, accounting for 10.00%.
On September 24, 2007, Taizhou Heyi certified public accountants Co., Ltd. issued the capital verification report “twhs (2007) capital verification No. 305”, which verified that as of September 21, 2007, Liansheng Co., Ltd. had received the registered capital paid by all shareholders, totaling 6 million yuan.
On October 19, 2007, Linhai Administration for Industry and Commerce approved and issued the business license of enterprise legal person with registration number of 331082 Shenzhen Zhenye(Group)Co.Ltd(000006) 567.
The equity structure of the limited company at the time of establishment is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion (%) contribution method
1 Zhejiang Liansheng Chemical Industry Co., Ltd. 540.00 90.00 currency
2 Yu Xiaoou 60.00 10.00 currency
Total 600.00 100.00
//0)/ 1 2 34+,-.5 “6789:;5 “6The shareholders’ meeting held on June, 2012 approved the transfer of Shanghai Pudong Development Bank Co.Ltd(600000) yuan held by Yu Xiaolian Industrial Co., Ltd. at the price of Shanghai Pudong Development Bank Co.Ltd(600000) yuan. On the same day, Yu Xiaoou and Liansheng industry signed the investment (equity) transfer agreement on the above transfer.
On the same day, as the sole shareholder of Liansheng Co., Ltd. after the equity change, Liansheng industry made a shareholder decision and agreed to increase the registered capital of the company from 6 million yuan to 26 million yuan, and the newly increased registered capital of 20 million yuan should be fully subscribed by Liansheng industry.
On June 25, 2012, Taizhou Xintai Certified Public Accountants (general partnership) issued the capital verification report “tstkyz [2012] No. 0282”, which verified that Liansheng Co., Ltd. had received all the capital contributions subscribed by Liansheng industry as of June 25, 2012.
On June 25, 2012, Liansheng Co., Ltd. handled the industrial and commercial change registration procedures for this change. After the equity transfer and capital increase, the equity structure of Liansheng Co., Ltd. is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion (%) contribution method
1 Zhejiang Liansheng Chemical Industry Co., Ltd. 260000 100.00 currency
Total 260000 100.00
>/0)> 1 )) 34+,-.5? 6On November 8, 2013, Liansheng Co., Ltd. held a shareholders’ meeting and passed a resolution, agreeing to increase the registered capital of the company from 26 million yuan to 46 million yuan, and the original shareholder Liansheng industry subscribed all the newly increased registered capital of 20 million yuan.
On November 8, 2013, Taizhou Zhongtian certified public accountants Co., Ltd. issued the “zthyy [2013] No. 130” capital verification report, which verified that as of November 8, 2013, Liansheng Co., Ltd. had received the newly increased registered capital of 20 million yuan subscribed by Liansheng industry. On November 11, 2013, Liansheng Co., Ltd. handled the industrial and commercial change registration procedures for this change. After the capital increase, the equity structure of Liansheng Co., Ltd. is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion (%) contribution method
1 Zhejiang Liansheng Chemical Industry Co., Ltd. 460000 100.00 currency
Total 460000 100.00
@/0)A 1 )) 34+,-.5B6On November 26, 2015, Liansheng Co., Ltd. held a shareholders’ meeting and passed a resolution to agree to increase the registered capital of the company from 46 million yuan to 65 million yuan.
The newly added capital contribution is subscribed by the new shareholders Mou Jianyu and Yu Kuai in currency of 10 million yuan and 9 million yuan respectively.
On November 26, 2015, Liansheng Co., Ltd. handled the industrial and commercial change registration procedures for this change. After the change, the shareholding structure of Liansheng Co., Ltd. is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion (%) contribution method
1 Liansheng Chemical Group Co., Ltd. (note) 460000 70.77 currency
2 Mou Jianyu 100000 15.38 currency
3 Yu Kuai 900.00 13.85 currency
Total 650000 100.00
Note: on February 3, 2015, Zhejiang Liansheng Chemical Industry Co., Ltd. was renamed Liansheng Chemical Group Co., Ltd.
Since Liansheng Co., Ltd. did not employ a capital verification institution to verify the capital during this capital increase, on December 20, 2019, Tianjian Certified Public Accountants issued “Tianjian Yan [2019] No. 537” capital verification report on the above capital contribution, confirming that the above capital contribution had been paid in full as of November 27, 2015.
A/0)A 1 )/ 34+,-.5C6On December 9, 2015, Liansheng Co., Ltd. held a shareholders’ meeting and passed a resolution, agreeing to increase the registered capital from 65 million yuan to 70 million yuan, and Taizhou high investment, a new shareholder, subscribed for the new registered capital of 5 million yuan. On December 15, 2015, Liansheng Co., Ltd. handled the industrial and commercial change registration procedures for this change. After the change, the equity structure of the limited company is as follows:
No. name of shareholder contribution proportion of contribution contribution method of contribution (10000 yuan) (%)
1 Liansheng Chemical Group Co., Ltd. 460000 65.71 currency
2 Mou Jianyu 100000 14.29 currency
3 Yu Kuai 900.00 12.86 currency
4 Taizhou Goldman Sachs investment partnership (limited partnership) 500.00 7.14 currency
Total 700000
Since Liansheng chemical did not hire a capital verification institution to verify the capital during this capital increase, on December 20, 2019, Tianjian Certified Public Accountants issued “Tianjian Yan [2019] No. 538” capital verification report on the above capital contribution, confirming that the above capital contribution had been paid in full by December 28, 2015.
2/0)2 1 @ 34-. DEFGHIJ7KDE(
On February 5, 2016, all shareholders of Liansheng Co., Ltd. signed the sponsor agreement and agreed to change Liansheng Co., Ltd. into a joint stock limited company with December 31, 2015 as the base date. According to the “tjss [2016] No. 777” audit report issued by Tianjian Certified Public Accountants (special general partnership), Liansheng Co., Ltd. converted 70 million yuan of the book net assets of 934208 million yuan into 70 million shares of the joint stock company according to the conversion ratio of 1:1, with a par value of 1 yuan per share. After deducting the special reserve of 1.3686 million yuan, the balance of 220522 million yuan was included in the capital reserve.
On February 27, 2016, Tianjian Certified Public Accountants issued the capital verification report (tjy [2016] No. 114) for the above-mentioned capital contributions and verified the above-mentioned capital contributions. On April 20, 2016, the joint stock company completed the industrial and commercial change registration of the overall change and received the business license with the unified social credit code of 913310826683250245 issued by the Administration for Industry and commerce.
After the overall change, the shareholding structure of the joint stock company is as follows:
No. shareholder name number of shares held (10000 shares) shareholding ratio (%)
1 Liansheng Chemical Group Co., Ltd. 460000 65.71
2 Mou Jianyu 100000 14.29
3 Yu Kuai 900.00 12.86
4 Taizhou Goldman Sachs investment partnership (limited partnership) 500.00 7.14
Total 700000 100.00
L/0)2 1 M 347KDEN79OPQR((
Liansheng chemical held the first extraordinary general meeting of shareholders in 2016 on April 22, 2016. The meeting considered and approved the proposal on Zhejiang Liansheng Chemical Co., Ltd. applying for listing and public transfer of shares in the National SME share transfer system, and the proposal on Authorizing the board of directors to handle matters related to the company’s application for listing and public transfer of shares in the National SME share transfer system, Agree to the listing of the company’s national share transfer system (hereinafter referred to as “share transfer system”), and agree to authorize the board of directors to handle matters related to this listing. On July 29, 2016, according to the letter on Approving the listing of the shares of Zhejiang Liansheng Chemical Co., Ltd. in the National SME share transfer system issued by the share transfer system, “share transfer system letter [2016] No. 5908”
