Special Electric Co., Ltd
Notes on the evolution of share capital since the establishment of the company
New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as “Xinte electric” or “company”) is a joint stock limited company established by the overall change of Beijing New Hua Du Supercenter Co.Ltd(002264) Special Transformer Co., Ltd. (“Xinte Co., Ltd.” or “limited company”). Xinte Co., Ltd. is restructured and established by Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory, a collectively owned enterprise. Xinte electric applies for initial public offering and listing on the gem. The company and all directors, supervisors and senior managers make the following description on the evolution of share capital since the establishment of the company (the relevant abbreviations in this description are the same as those in the prospectus).
1、 Establishment and change of collective enterprises
1. From 1985 to 2000, the predecessor of Xinte Co., Ltd. Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory was established and its main evolution
On March 16, 1985, Beijing Huaxiang transformer factory was established with the approval of Beijing Administration for Industry and commerce. According to the reply on the establishment of transformer factory by yaojiayuan brigade in Pingfang Township [Chaozheng Nong Zi (85) No. 367] made by Chaoyang District People’s Government of Beijing on March 9, 1985, Beijing Huaxiang transformer factory is a collectively owned enterprise organized by yaojiayuan brigade in Pingfang Township, Chaoyang District, Beijing (hereinafter referred to as “yaojiayuan village”). Liu Hongsheng was the legal representative of Beijing Huaxiang transformer factory when it was established; The registered capital is 490000 yuan; The business scope is “main business: transformer manufacturing and repair; concurrent business: Transformer supporting electrical products”.
In January 1994, the natural person li Shuqin (Tan Yong’s mother) contracted to operate Beijing Huaxiang transformer factory (until December 31, 1998).
In April 1994, Beijing Huaxiang transformer factory changed its enterprise name to Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory and its legal representative to Li Shuqin. Its business scope increased reactors, rectifiers, power regulators, switchgear, control cabinet, transmission and distribution and control equipment, and went through the registration formalities with Beijing Administration for Industry and Commerce. In January 1999, due to Li Shuqin’s poor health, his son Tan Yong succeeded Li Shuqin in contracting Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant (until April 2001).
In October 2000, the legal representative of Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory was changed to Tan Yong.
2. In 2001, Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory was restructured into Xinte Co., Ltd
(1) Main process of restructuring Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant into Xinte Co., Ltd
On May 29, 2001, Beijing YONGTUO certified public accountants Co., Ltd. issued the audit report jysz [2001] No. 173, which was verified and confirmed that on the base date of April 30, 2001, The owner’s equity of Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant is 585461099 yuan (the above owner’s equity consists of four parts: ① the collective investment of yaojiayuan village before Li Shuqin contracted the operation in 1994 was 109060901 yuan and the accumulated income of the enterprise before 1994 was 8601383 yuan; ② As of April 30, 2001, the enterprise’s capital reserve was 24230023 yuan and surplus reserve was 40878926 yuan; ③ From 1996 to 2001, investors Li Shuqin and Li Zhaoxiang invested 25617500 yuan in cash; ④ From 1994 to 2001, enterprise contractors Li Shuqin and Tan Yong invested 377072366 yuan in contracted operation. In the above audited owner’s equity of Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant, 147718259 yuan belongs to the collective of yaojiayuan village, specifically: ① the collective investment of yaojiayuan village before Li Shuqin contracted the operation in 1994 was 109060901 yuan; ② Before Li Shuqin contracted the operation in 1994, the accumulated income of the enterprise was 8601383 yuan; ③ The capital reserve formed before 1994 was 8010064 yuan and the capital reserve formed by tax preference of collective enterprises and depreciation of fixed assets from 1994 to 2001 was 3258735 yuan; ④ Before 1994, the surplus reserve was 13500204 yuan and the amount defined in accordance with the principle of conducive to the protection of collective property rights from 1994 to 2001 was 5286972 yuan. The remaining 437742840 yuan of the above owner’s equity belongs to Tan Yong, Li Zhaoxiang and Li Shuqin. After Tan Yong accepted the collective assets of 147718259 yuan, the audited owner’s equity of 585461099 yuan belongs to Tan Yong, Li Zhaoxiang and Li Shuqin.
In May 2001, Beijing Dexiang Assets Appraisal Co., Ltd. issued the assets appraisal report of Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant (dxjdpbz [2001] No. 037), confirming that as of the benchmark date of April 30, 2001, all the appraised net assets of Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant were 5.6188 million yuan. Tan Yong, Li Zhaoxiang and Li Shuqin are entitled to the aforementioned assessed net assets according to the equity ratio jointly determined (including: Tan Yong enjoys net assets of 534123128 yuan, Li Zhaoxiang enjoys net assets of 23430396 yuan and Li Shuqin enjoys net assets of 4326476 yuan).
On May 31, 2001, Tan Yong signed the share conversion agreement with Liu Yuhua, Li Zhaoxiang, Tan Qiang, Yang Jinshen, Wang Zhenshui, Li Shuqin and Jialing Songqi respectively, and transferred the net assets he enjoyed in Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant to Liu Yuhua, Li Zhaoxiang, Tan Qiang, Yang Jinshen, Wang Zhenshui, Li Shuqin and Jialing Songqi. The details of the transfer are as follows:
Net assets transferred by transferor and transferee (10000 yuan) transfer price (10000 yuan)
Li Shuqin 157673524
Liu Yuhua 36.00 36.00
Yang Jinshen 30.00 30.00
Tan Yong, Wang Zhenshui 30.00
Jialing Songqi 30.00 30.00
Tan Qiang 27.00
Li Zhaoxiang 21569604
Total 332243128
On May 31, 2001, yaojiayuan Village Economic Cooperative of Pingfang Township, Chaoyang District, Beijing made the reply on the restructuring of Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant, and agreed that: ① Beijing New Hua Du Supercenter Co.Ltd(002264) reactor plant was restructured from collective ownership into a limited liability company, named Beijing New Hua Du Supercenter Co.Ltd(002264) Special Transformer Co., Ltd.
② It is agreed that the net assets appraised by Beijing Dexiang Assets Appraisal Co., Ltd. of 5.6188 million yuan belong to Tan Yong, Li Zhaoxiang and Li Shuqin, of which Tan Yong’s net assets are 534123128 million yuan, Li Zhaoxiang’s net assets are 23430396 million yuan and Li Shuqin’s net assets are 4326476 million yuan. ③ It is agreed that the registered capital after the restructuring is 4.5 million yuan, of which Tan Yong contributes 900000 yuan in net assets, accounting for 20% of the registered capital. After the investment, the remaining net assets of 1118800 yuan are transferred to the provident fund; Wang Zhenshui contributed 300000 yuan to purchase net assets, accounting for 6.67% of the registered capital, and Liu Yuhua contributed 360000 yuan to purchase net assets, accounting for 8% of the registered capital; Tan Qiang invested 270000 yuan in net assets purchased, accounting for 6% of the registered capital; Yang Jinshen invested 300000 yuan in net assets, accounting for 6.67% of the registered capital; Jialing Songqi contributed 300000 yuan in net assets, accounting for 6.66% of the registered capital; Li Zhaoxiang invested 2343039600 yuan of net assets and purchased 21569604 yuan of net assets, totaling 450000 yuan, accounting for 10% of the registered capital; Li Shuqin contributed 432647600 yuan in net assets and 157673524 yuan in net assets purchased, totaling 1.62 million yuan, accounting for 36% of the registered capital. ④ Agree to the revised articles of association after restructuring. ⑤ The restructured company inherits the creditor’s rights and debts of the original enterprise.
On May 31, 2001, Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory held a meeting of employee representatives. The meeting made a resolution: agree to restructure Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory from a collectively owned enterprise into a limited liability company, agree to the proportion of capital contribution of each shareholder, agree to the articles of Association after the restructuring, and the company after the restructuring will continue to inherit the creditor’s rights and debts of the original enterprise.
On May 31, 2001, the villagers’ representative of yaojiayuan village, Pingfang Township, Chaoyang District, Beijing made the resolution of the villagers’ Congress, agreeing that Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory should be restructured from a collectively owned enterprise into a limited liability company, and agreeing to the proportion of capital contribution of each shareholder.
On May 31, 2001, Tan Yong, Yang Jinshen, Jialing Songqi, Wang Zhenshui, Li Shuqin, Tan Qiang, Li Zhaoxiang and Liu Yuhua made a resolution at the shareholders’ meeting: agree to the proportion of capital contribution of each shareholder of Xinte Co., Ltd., adopt the articles of association of Beijing New Hua Du Supercenter Co.Ltd(002264) Special Transformer Co., Ltd., and elect the directors and supervisors of Xinte Co., Ltd. On the same day, the board of directors elected Tan Yong as chairman and appointed Tan Yong as general manager.
On June 6, 2001, Beijing YONGTUO certified public accountants Co., Ltd. issued the capital verification report jyyz (2001) No. 078, which confirmed that 4.5 million yuan of the net assets confirmed in the appraisal report of Dexiang jingdeping Zi (2001) No. 037 was used as the registered capital of the company, 1.1888 million yuan was transferred into the capital reserve, the former shareholder Tan Yong retained the net assets and contributed 900000 yuan, and the remaining shares were transferred to seven other people respectively; The eight shareholders of Beijing New Hua Du Supercenter Co.Ltd(002264) Special Transformer Co., Ltd. have fully paid their capital contributions in net assets.
On June 26, 2001, the restructuring of Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory was approved by Beijing Chaoyang District Administration for Industry and Commerce and obtained the business license for enterprise legal person with registration number of 1101052202410. The basic contents are as follows:
Company name: Beijing New Hua Du Supercenter Co.Ltd(002264) Special Transformer Co., Ltd
Address: yaojiayuan, north entrance of Qingnian Road, Chaoyang District, Beijing
Legal representative: Tan Yong
The registered capital is 4.5 million yuan
Enterprise type limited liability company
Processing and manufacturing transformers, reactors, combined transformers and special transformers; Repair reactance, switch control equipment and transformer; sale; Hardware and electrical equipment, cultural office supplies, electrical equipment, transformer accessories (except for projects without special permission)
The equity structure of Xinte Co., Ltd. at the time of establishment is as follows:
No. shareholder name contribution method contribution amount (10000 yuan) shareholding ratio (%)
1. Net assets of Li Shuqin 162.00 36.00
2. Net assets of Tan Yong 90.00 20.00
3. Net assets of Li Zhaoxiang 45.00 10.00
4. Net assets of Liu Yuhua 36.00 8.00
5. Net assets of Wang Zhenshui 30.00 6.67
No. shareholder name contribution method contribution amount (10000 yuan) shareholding ratio (%)
6. Yang Jinsen’s net assets 30.00 6.67
7. Net assets of Jialing Songqi 30.00 6.66
8. Net assets of Tan Qiang 27.00 6.00
Total–
