Zhejiang Sunriver Culture Co.Ltd(600576) summary of simulation of assets subject to major asset restructuring
audit report
Rong Cheng Shen Zi [2022] No. 230z0260
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
Beijing Institute of Certified Public Accountants
Business report unified coding reporting system
Unified business reporting code: 110100322022629 Jiangsu Changqing Agrochemical Co.Ltd(002391)
Report name: audit report of Xiangyuan Tourism Development Co., Ltd
Report No.: Rong Cheng Shen Zi [2022] No. 230z0260
Name of auditee: Sunriver Tourism Development Co., Ltd
Name of accounting firm: Rongcheng accounting firm (special general partnership)
Business type: financial statement audit
Report opinion type: unqualified opinion
Report date: April 1, 2022
Filing date: April 1, 2022
Huang Jingchen (34010 Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) 5),
Signed by:
Wang Shuyan (110100323851)
(information can be queried by scanning QR code or logging into the official website of Beijing injection Association)
Note: this filing information only proves that the report has been filed with the Beijing Institute of certified public accountants, and does not mean that the Beijing Institute of Certified Public Accountants makes any form of guarantee for the content of the report in any sense.
1 Beijing Bailong Industrial Corporation 80.00 100.00
Total 80.00 100.00
On August 9, 1991, Bailong green obtained the business license of enterprise legal person with the registration number of 01006768 issued by Dongcheng District Administration for Industry and Commerce of Beijing.
② In September 1992, the capital was increased for the first time
On September 1, 1992, Beijing Bailong Industrial Corporation, the superior unit of Bailong green, made a decision to increase the registered capital of Bailong green to 10 million yuan, and the new registered capital was subscribed by Beijing Bailong Industrial Corporation.
On September 16, 1992, Beijing Dongcheng audit firm issued the capital verification report, which verified that Bailong green had received 10 million yuan of actual funds.
After the capital increase, the equity structure of Bailong green is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Beijing Bailong Industrial Corporation 100000 100.00
Total 100000 100.00
In September 1992, Bailong green completed the industrial and commercial change registration procedures for this capital increase.
③ December 1993, the second capital increase
On December 22, 1993, Beijing Bailong Industrial Corporation, the superior unit of Bailong green, made a decision to increase the registered capital of Bailong green to 50 million yuan, and the new registered capital was subscribed by Beijing Bailong Industrial Corporation. On December 20, 1993, the 16th branch of Zhonghui Certified Public Accountants issued the capital verification report (Hui 18 Zi No. 93104s). After verification, the registered capital of Bailong green increased from 10 million yuan to 50 million yuan.
After the capital increase, the equity structure of Bailong green is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Beijing Bailong Industrial Corporation 500000 100.00
Total 500000 100.00
On December 29, 1993, Bailong green completed the industrial and commercial registration procedures for the capital increase.
④ In September 2019, Bailong green property rights were defined and restructured
On January 28, 2019, the state owned assets supervision and Administration Commission of Beijing Chaoyang District People's government issued the confirmation on the definition of property rights of Beijing Bailong Green Technology Enterprise Corporation (cgzw [2019] No. 17). In view of the audit report (dxjzsz [2018] No. 00191) and audit report (dxjzsz [2018] No. 00029) issued by Daxin certified public accountants, According to the approval certificate of the superior unit Beijing Bailong Industrial Corporation and the conclusion of the property right definition group, it is confirmed that the total net assets of Beijing Bailong green technology enterprise corporation after audit are 6133433617 yuan, which is owned by sun Yingui personally and has no component of state-owned assets.
Beijing Bailong Industrial Corporation, the superior unit of Bailong green, issued the reply on the restructuring of Beijing Bailong green technology enterprise corporation and confirmed that Beijing Bailong green technology enterprise corporation was restructured into a limited liability company. After the restructuring, the company name was "Beijing Bailong Green Technology Enterprise Co., Ltd.". According to the assets appraisal report of Beijing Bailong green technology enterprise corporation on the restructuring project of limited liability company with net assets (Tiankun Ping Bao [2018] No. 004) issued by Beijing Tiankun United Assets Appraisal Co., Ltd., the assessed value of Bailong Green's net assets is 63.834 million yuan, of which 50 million yuan is used as the registered capital after restructuring, and the remaining 13.834 million yuan is included in the capital reserve. After this restructuring, the equity structure of Bailong green is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 sun Yingui 500000 100.00
Total 500000 100.00
On September 24, 2019, Beijing Bailong Technology Co., Ltd. was approved as a green enterprise by Beijing Municipal Bureau of supervision.
Whereas the benchmark date of the assets appraisal report of Beijing Bailong green technology enterprise corporation on the restructuring project of limited liability company with net assets (Tiankun Ping Bao [2018] No. 004) issued by Beijing Tiankun United Assets Appraisal Co., Ltd. is June 30, 2017. In order to ensure the validity of the appraisal data, Huayu Xinde (Beijing) Assets Appraisal Co., Ltd. takes October 31, 2018 as the benchmark date, The company made a supplementary appraisal on the net asset value of Bailong green on the benchmark date, and issued the asset appraisal report of Beijing Bailong green technology enterprise corporation on the restructuring project of limited liability company with net assets (Huayu Xinde Ping Zi [2020] No. j-8444) on May 30, 2020. It was confirmed that the net asset value of Bailong green was 63.834 million yuan as of the benchmark date.
⑤ In October 2019, the first equity transfer of Bailong green
On September 27, 2019, Bailong green made a shareholder's decision and agreed to transfer its 100.00% equity of Bailong green (corresponding to the registered capital of RMB 50 million) to Beijing imprint Management Consulting Co., Ltd. (hereinafter referred to as "imprint management"). On the same day, sun Yingui and imprint management signed the transfer agreement on the above equity transfer.
After the equity transfer, the equity structure of Bailong green is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Beijing imprint Management Consulting Co., Ltd. 500000 100.00
Total 500000 100.00
Note: Beijing imprint is an enterprise actually controlled by sun Yingui.
On October 11, 2019, Bailong green completed the industrial and commercial change registration procedures for this equity transfer.
⑥ In October 2019, the second equity transfer of Bailong green
On October 29, 2019, the shareholders of Bailong green made a decision and agreed to transfer 83.12% of the equity of Bailong green (corresponding to the registered capital of RMB 41.56 million) held by them to Hefei fangbei Xidong Trading Co., Ltd. (hereinafter referred to as "fangbei Xidong"). On the same day, imprint management and Fang beixidong signed the equity transfer agreement on the above equity transfer.
After this change, the equity structure of Bailong green is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Beijing imprint Management Consulting Co., Ltd. 844.00 16.88
2 Hefei fangbei Xidong Trading Co., Ltd. 415600 83.12
Total 500000 100.00
On October 31, 2019, Bailong green completed the industrial and commercial change registration procedures for this equity transfer.
⑦ In January 2021, the third equity transfer of Bailong green
On January 15, 2020, Bailong green made a resolution at the shareholders' meeting, agreeing that the shareholder imprint management should transfer 15.88% of the equity of Bailong green (corresponding to the registered capital of RMB 7.94 million) to Fang beixidong and 1.00% of the equity of Bailong green (corresponding to the registered capital of RMB 500000) to Xiangyuan lvkai. The aforesaid equity transfer agreement was signed between Lvdong and Xixiang, and tongrikai respectively. After this change, the equity structure of Bailong green is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Hefei fangbei Xidong Trading Co., Ltd. 495000 99.00
2. Xiangyuan Tourism Development Co., Ltd. 50.00 1.00
Total 500000 100.00
On January 25, 2021, Bailong green completed the industrial and commercial change registration procedures for this equity transfer.
Upon the inspection of our lawyers, it is confirmed that this equity transfer together with the second equity transfer of Bailong green (i.e. the second equity transfer of Bailong green in October 2019) is the relevant equity of Bailong green acquired by the entrusting party of Xiangyuan lvkai on behalf of beixidong. The details are as follows:
From October 2019 to January 2021, Xiangyuan lvkai signed the acquisition agreement, supplementary agreement to the acquisition agreement and other agreements with imprint management, sun Yingui and other relevant entities to acquire 100.00% equity of Bailong green held by imprint management. According to relevant agreements, the total purchase price is 1.481 billion yuan. On October 26, 2019, in order to protect trade secrets and ensure the smooth transition of such asset transfer, Xiangyuan lvkai signed the holding agreement with Fang beixidong, and the entrusting party beixidong held the equity of this acquisition on behalf of Fang.
In October 2019, according to relevant agreements and arrangements, imprint management transferred its 54.00% equity of Bailong green to Fang beixidong entrusted by Xiangyuan lvkai. In addition, in consideration of subsequent acquisition arrangements, imprint management signed the holding agreement with Fang beixidong on October 26, 2019, and both parties agreed that imprint management would
