Hunan Junxin environmental protection Co., Ltd
Notes on the evolution of share capital since the establishment of the company
Confirmation opinions of directors, supervisors and senior managers
Shenzhen Stock Exchange:
After the deliberation and approval of the sixth extraordinary general meeting of shareholders of Hunan Junxin environmental protection Co., Ltd. (hereinafter referred to as “the company”, “the company” or “Junxin environmental protection”) in 2020, the company plans to make an initial public offering of RMB common shares (A shares) and be listed on the gem. 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 (revised in 2020) of the China Securities Regulatory Commission, this paper describes 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.
Unless the context otherwise requires, the abbreviations or terms mentioned in this note and the confirmation opinions have the same meaning as the abbreviations or terms defined in the prospectus of Hunan Junxin environmental protection Co., Ltd. for initial public offering of shares and listing on the gem.
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 of the company since its establishment
1. In September 2011, Hunan Junxin sludge disposal Co., Ltd. was established
Junxin Co., Ltd. is jointly funded and established by Junxin group and drainage company. On September 6, 2011, Hunan Provincial Administration for Industry and Commerce issued the notice of enterprise name pre approval ((Xiang) Ming Zi [2011] No. 7471), approving the name of the proposed company as “Hunan Junxin sludge disposal Co., Ltd.”. On September 7, 2011, Junxin group and drainage company held a shareholders’ meeting to consider and approve matters related to the establishment of Junxin Co., Ltd.
On September 16, 2011, Changsha Water Affairs Bureau (renamed as Changsha Water Resources Bureau on January 24, 2019) and Changsha Urban Management Bureau issued the reply on agreeing to establish the project company, agreeing that Junxin group and drainage company jointly funded the establishment of the project company “Hunan Junxin sludge disposal Co., Ltd.”.
On September 20, 2011, Changsha Xiang’an United Certified Public Accountants issued the capital verification report (Xiang’an Yan Zi [2011] No. 0920-3) to verify the registered capital of Junxin Co., Ltd. at the time of its establishment. As of September 19, 2011, Junxin Co., Ltd. had received 30 million yuan of registered capital paid in currency by its shareholders. Among them, JunXin Group paid 22.5 million yuan and the drainage company paid 7.5 million yuan.
On September 22, 2011, Junxin Co., Ltd. obtained the business license of enterprise legal person issued by Hunan Administration for Industry and commerce. The basic information at the time of establishment is as follows:
Hunan Junxin sludge disposal Co., Ltd
Registration No.: 430000 China Baoan Group Co.Ltd(000009) 2782
Company type: limited liability company
Address: room 1106, 11th floor, Jinhui Hotel, No. 181, Yuhua Road, Yuhua District, Changsha
Date of establishment: September 22, 2011
The registered capital is 30 million yuan
Legal representative: Dai Daoguo
Scope of business: centralized disposal of sludge from urban sewage plants, harmless, reduced, resourceful and stable treatment of sludge
Registration authority: Hunan Administration for Industry and Commerce
The shareholders and their capital contributions of Junxin Co., Ltd. at the time of its establishment are as follows:
No. name of shareholder subscribed capital contribution paid in capital contribution form capital contribution proportion (10000 yuan) (10000 yuan) (%)
1 Junxin group 2250 Lianhe Chemical Technology Co.Ltd(002250) 00 currency 75.00
No. name of shareholder subscribed capital contribution paid in capital contribution form capital contribution proportion (10000 yuan) (10000 yuan) (%)
2 drainage company 750.00 750.00 currency 25.00
Total 300000 – 100.00
2. In June 2015, the first equity transfer
On June 2, 2015, Junxin Co., Ltd. held a shareholders’ meeting and agreed that the original shareholder drainage company would transfer all its equity of 7.5 million yuan to Junxin group. On June 2, 2015, the drainage company signed the equity transfer agreement with Junxin group to transfer its equity of 7.5 million yuan in Junxin Co., Ltd. to Junxin group at a transfer price of 7.5 million yuan.
On June 16, 2015, Junxin Co., Ltd. completed the change registration formalities in Hunan Administration for Industry and commerce according to law. After this change, the shareholders of Junxin Co., Ltd. and their capital contributions are as follows:
No. name of shareholder subscribed capital contribution subscribed capital contribution paid in capital contribution
(10000 yuan) proportion (10000 yuan)
1 Junxin group 300000 100.00% 300000
Total 300000 100.00% 300000
3. In September 2016, the capital was increased for the first time
On September 26, 2016, Junxin Co., Ltd. held a shareholders’ meeting and made the following resolutions: accept Dai Daoguo and he Yingpin as new shareholders of the company; Increase the capital of the company by 70 million yuan, of which 20 million yuan is included in the registered capital, 50 million yuan is included in the capital reserve, and the registered capital of the company is increased to 50 million yuan; The new capital contribution is increased by the former shareholder Junxin group by 52.5 million yuan, of which 15 million yuan is included in the registered capital and 37.5 million yuan is included in the capital reserve; Dai Daoguo, the new shareholder, increased the capital by 9.625 million yuan, of which 2.75 million yuan was included in the registered capital and 6.875 million yuan was included in the capital reserve; The new shareholder he Yingpin increased the capital by 7.875 million yuan, of which 2.25 million yuan was included in the registered capital and 5.625 million yuan was included in the capital reserve; Modify the relevant provisions of the articles of association and adopt the revised new articles of association.
On September 29, 2016, Junxin Co., Ltd. handled the industrial and commercial change registration for this capital increase.
On October 27, 2016, the Hunan Branch of zhongshenhua Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongshenhua Institute”) issued the capital verification report (CHW XYZ [2016] No. 0007) to verify the capital increase. As of October 26, 2016, Junxin Co., Ltd. had received a total of 20 million yuan of newly increased registered capital (paid in capital) paid by Junxin group, Dai Daoguo and he Yingpin.
After this capital increase, the shareholders of Junxin Co., Ltd. and their capital contributions are as follows:
No. name of shareholder subscribed capital contribution subscribed capital contribution paid in capital contribution
(10000 yuan) proportion (10000 yuan)
1 Junxin group 450000 90.00% 450000
2 Dai Daoguo 275.00 5.50% 275.00
3 he Yingpin 225.00 4.50% 225.00
Total 500000 100% 500000
4. In April 2017, the joint stock company was established
On March 5, 2017, zhongshenhua office issued the audit report of Hunan Junxin sludge disposal Co., Ltd. (CAC zhuanzi [2017] No. 0335). As of the audit benchmark date of October 31, 2016, the net asset value of Junxin Co., Ltd. was 16527823054 yuan.
On March 6, 2017, Hunan Provincial Administration for Industry and Commerce issued the notice of approval of enterprise name change ((Xiang) registration Nei Ming Bian He Zi [2017] No. 484), approving the change of the name of Junxin Co., Ltd. to “Hunan Junxin environmental protection Co., Ltd.”.
On March 8, 2017, Kaiyuan appraisal issued the appraisal report on the market value of the net assets of Hunan Junxin sludge disposal Co., Ltd. (Kaiyuan pingbao Zi [2017] No. 1-012) involved in the overall change of Hunan JunXin Environmental Protection Group Co., Ltd. into a joint stock limited company. As of the benchmark date of appraisal, October 31, 2016, the appraisal value of the net assets of Junxin Co., Ltd. was 167492300 yuan.
On April 9, 2017, Junxin Co., Ltd. held a shareholders’ meeting and agreed to convert the audited book net assets of 16527823054 yuan as of October 31, 2016 into shares at the ratio of 1:0.3025 according to the audit report issued by zhongshenhua; Among the net assets, RMB 5000000000 is the share capital, and the balance of RMB 11527823054 is the capital reserve. The registered shareholder of the original company is the initiator of Junxin environmental protection, and the company name is “Hunan Junxin environmental protection Co., Ltd.”.
On April 9, 2017, all shareholders of Junxin Co., Ltd. signed the sponsor agreement and agreed on the overall change of the joint stock company. All shareholders agreed to convert the audited net assets into 50 million shares as of October 31, 2016, and the balance was included in the capital reserve of the joint stock company.
On April 15, 2017, the capital verification report (CAC y Zi [2017] No. 0028) was issued by the China audit and China Securities Exchange.
According to its verification, as of April 9, 2017, the company had received the audited net assets of Junxin Co., Ltd. invested by all shareholders. As of October 31, 2016, the audited net assets were RMB 16527823054, of which RMB 5000000000 was included in the share capital, which was held by Junxin Co., Ltd. according to the proportion of capital contribution, and the remaining net assets were RMB 11527823054 included in the company’s capital reserve.
On April 25, 2017, Junxin environmental protection completed the industrial and commercial registration in Changsha Administration for Industry and Commerce and renewed the business license (Unified Social Credit Code: 9143 Beibu Gulf Port Co.Ltd(000582) 77032xm).
After the overall change, Junxin environmental protection’s equity structure is as follows:
Serial no. Name of shareholder number of shares held by way of capital contribution shareholding ratio (%) (10000 shares)
1. Net assets of Junxin group 450000 90.00
2. Net assets of Dai Daoguo 275.00 5.50
3. Net assets of he Yingpin 225.00 4.50
Total 500000 100.00
5. In June 2017, the second capital increase
On June 29, 2017, the China audit Institute issued the
