Anhui Tongguan copper foil Group Co., Ltd
Notes on the evolution of share capital since the establishment of the company
Shenzhen Stock Exchange:
Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as the "issuer", "company" or "Tongguan copper foil") plans to publicly issue A-Shares and list them on the gem of Shenzhen Stock Exchange. The company and all directors, supervisors The senior management makes the following explanation on the evolution of the share capital since the establishment of the company: (hereinafter referred to as "the description". Unless otherwise specified, the relevant abbreviations in the description are consistent with the prospectus)
In October 2010, Tongguan Co., Ltd. was established and Tongling Nonferrous Metals Group Co.Ltd(000630) invested in currency. Tongguan has a registered capital of 350 million yuan, which was 350 million yuan at the time of establishment
In August 2014, Tongguan Co., Ltd. made its first Tongling Nonferrous Metals Group Co.Ltd(000630) capital increase in currency, and the registered capital increased to RMB 60 million
Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd. contributed the second 11.25% equity of Hefei Tongguan Co., Ltd. in April 2020 at the price of 96.075 million yuan, and contributed 679500 yuan in cash to increase the capital to 62.17616.58 million yuan. It jointly subscribed for the newly increased registered capital of 21.7616.58 million yuan, The registered capital of Tongguan Co., Ltd. increased to 621761658 yuan
Tongguan Co., Ltd. took April 30, 2020 as the base date and converted its net assets into shares. In June 2020, Tongguan Co., Ltd. held a joint-stock company to create 621761658 shares, changed and established the legislative meeting of Anhui Tongguan copper foil Group Co., Ltd. as a whole, and changed into a joint-stock company as a whole
1、 In October 2010, the company was established
On October 14, 2010, Tongling Nonferrous Metals Group Co.Ltd(000630) (hereinafter referred to as " Tongling Nonferrous Metals Group Co.Ltd(000630) ") passed the company's proposal on the establishment of Anhui Tongguan copper foil Co., Ltd. at the 7th extraordinary general meeting of shareholders in 2010. The registered capital of Anhui Tongguan copper foil Co., Ltd. (hereinafter referred to as "Tongguan Co., Ltd") at the time of establishment was 350 million yuan.
Tongling Jinjian Certified Public Accountants (general partnership) issued the capital verification report (Tongjin Jianyan [2010] No. 155) on October 18, 2010. Upon verification, as of October 18, 2010, Tongguan Co., Ltd. has received a total paid in capital of RMB 350 million from shareholders, and the paid in capital accounts for 100.00% of the registered capital.
On October 18, 2010, Tongguan Co., Ltd. completed the industrial and commercial establishment registration procedures. The shareholders and equity structure at the time of establishment are shown in the table below:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Tongling Nonferrous Metals Group Co.Ltd(000630) 35,000.00 100.00%
Total 35000.00 100.00%
2、 In August 2014, the capital was increased for the first time
On July 21, 2014, Tongguan Co., Ltd. made a shareholder's decision and agreed to increase the registered capital of Tongguan Co., Ltd. to RMB 60 million, and the newly increased registered capital of RMB 250 million was subscribed by the original shareholder Tongling Nonferrous Metals Group Co.Ltd(000630) in currency. This capital increase has been considered and approved at the second extraordinary general meeting of shareholders in Tongling Nonferrous Metals Group Co.Ltd(000630) 2014. The capital increase has been verified by Tongling Huacheng certified public accountants in the capital verification report (Tonghua Chengyan (2014) No. 034).
In August 2014, Tongguan Co., Ltd. handled the industrial and commercial change registration procedures for this capital increase.
After the capital increase, the shareholders and equity structure of Tongguan Co., Ltd. are as follows:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Tongling Nonferrous Metals Group Co.Ltd(000630) 60,000.00 100.00%
Total 60000.00 100.00%
3、 In April 2020, the second capital increase
With the approval of the 18th session of the 8th board of directors held by Tongling Nonferrous Metals Group Co.Ltd(000630) on November 12, 2019 and the reply on capital and share increase of Anhui Tongguan copper foil Co., Ltd. (Tongse holding Qiguan [2019] No. 285) issued by Tongling Nonferrous Metals Group Co.Ltd(000630) Metal Group Holding Co., Ltd. (hereinafter referred to as "Nonferrous Metals Group"), Tongguan Co., Ltd. plans to increase capital and share and introduce a strategic investor, The new strategic investors accounted for 3.50% of the equity of Tongguan Co., Ltd. after the capital increase, and Tongling Nonferrous Metals Group Co.Ltd(000630) gave up the preemptive right to the capital increase. On December 11, 2019, the capital increase was publicly listed in Anhui Changjiang Property Exchange Co., Ltd. after the capital increase, the registered capital of Tongguan Co., Ltd. will increase to 621761658 yuan. The newly increased registered capital will be invested by the newly increased shareholders in cash or non monetary assets (only limited to equity, intellectual property and land use rights), and the total capital increase will not be less than 102.87 million yuan. Upon the expiration of the listing period, Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd. (hereinafter referred to as "Hefei GuoXuan") was finally determined as the strategic investor for the capital increase after the qualification examination of intended investors by Tongguan Co., Ltd. and Anhui Changjiang Property Exchange Co., Ltd. On March 5, 2020, Hefei GuoXuan signed the capital increase agreement and relevant supporting documents with Tongling Nonferrous Metals Group Co.Ltd(000630) and Tongguan Co., Ltd., and agreed that the subscription price for this capital increase was 102.87 million yuan, of which Hefei GuoXuan held 11.25% of the equity of Hefei Tongguan, Based on the assets appraisal report (zyzybz [2019] No. 020397) issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd., the price is 96.075 million yuan, and the cash is 6.795 million yuan. The newly added registered capital of Tongguan Co., Ltd. is 21761658 million yuan. The part of the subscription price exceeding the newly added registered capital is included in the capital reserve.
After the capital increase, Hefei GuoXuan will hold 3.50% equity of Tongguan Co., Ltd.
On March 20, 2020, the shareholders of Tongguan Co., Ltd. agreed to increase Hefei GuoXuan as the new shareholder of the company, and the registered capital of Tongguan Co., Ltd. increased to 621761658 yuan. The new registered capital was invested and subscribed by the new shareholder Hefei GuoXuan. The cash price of this capital increase has been paid to the account of Tongguan Co., Ltd. and the equity of Hefei Tongguan has gone through the transfer registration procedures.
On April 26, 2020, Tongguan Co., Ltd. completed the corresponding industrial and commercial change registration procedures for the above capital increase.
After this change, the shareholders and equity structure of Tongguan Co., Ltd. are shown in the table below:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Tongling Nonferrous Metals Group Co.Ltd(000630) 60,000.00 96.50%
Hefei GuoXuan 2176.1658 3.50%
Total 62176.1658 100.00%
Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as "Rongcheng certified public accountants") issued the capital verification review report (Rongcheng Yan Zi [2020] No. 230z0153) on September 4, 2020. The review report is based on Tongling Jinjian certified public accountants and Tongling Huacheng certified public accountants for Tongguan Co., Ltd Tonghua Chengyan (2014) No. 034 capital verification report was reviewed. After review by Rongcheng accountant, the above capital verification report complies with the relevant provisions of China Auditing Standards for certified public accountants No. 1602 - capital verification in all major aspects.
4、 In June 2020, it will be changed into a joint stock limited company as a whole
On May 28, 2020, Tongguan Co., Ltd. held a shareholders' meeting and adopted a resolution to change Tongguan Co., Ltd. into a joint stock limited company. The shareholders Tongling Nonferrous Metals Group Co.Ltd(000630) of Tongguan Co., Ltd. and Hefei GuoXuan agreed that according to the audit report (Rong Cheng Shen Zi [2020] No. 230z3216) issued by Rongcheng accountant on May 25, 2020, the audited net assets of Tongguan Co., Ltd. as of April 30, 2020 were 1654946900 yuan, which was converted into a total of 621761658 shares, and the excess was included in the capital reserve, A joint stock limited company shall be established by way of overall change.
On the same day, Tongling Nonferrous Metals Group Co.Ltd(000630) signed the sponsor agreement with Hefei GuoXuan.
On June 3, 2020, nonferrous metals group held a general manager's office meeting to approve the issuer's share restructuring plan; On June 19, 2020, Tongguan copper foil held its inaugural meeting and the first general meeting of shareholders, and made a resolution to establish Tongguan copper foil.
On June 19, 2020, Rongcheng Certified Public Accountants issued the capital verification report (Rongcheng Yan Zi [2020] No. 230z0099). After verification, the capital contribution had been fully paid by June 19, 2020.
On June 22, 2020, the company obtained the joint-stock company business license issued by Chizhou market supervision and Administration Bureau, and Tongguan copper foil was established.
After the share restructuring, the shareholders and shareholding of Tongguan copper foil are as follows:
Name of shareholder number of shares (10000 shares) shareholding ratio
Tongling Nonferrous Metals Group Co.Ltd(000630) 60,000.00 96.50%
Hefei GuoXuan 2176.1658 3.50%
Total 62176.1658 100.00%
(no text below)
(there is no text on this page, which is the signature and seal page of Anhui Tongguan copper foil Group Co., Ltd. on the evolution of share capital since the establishment of the company and the confirmation opinions of directors, supervisors and senior managers) all directors (signature):
Ding Shiqi, Gan Guoqing, Lu Binghu
Chen Sixin, Zheng Xiaowei, Li Chen
Yu HENGQIANG, Ding Xinmin, Zhang Zhen
Anhui Tongguan copper foil Group Co., Ltd. (there is no text on this page, which is the signature and seal page of Anhui Tongguan copper foil Group Co., Ltd. on the evolution of share capital since the establishment of the company and the confirmation opinions of its directors, supervisors and senior managers) the whole Supervisor (signature):
Yao Bing, Zhao Jinmin, Tian Jun
Anhui Tongguan copper foil Group Co., Ltd. (no text on this page, which is the signature and seal page of Anhui Tongguan copper foil Group Co., Ltd. on the evolution of share capital since the establishment of the company and the confirmation opinions of directors, supervisors and senior managers) is the senior management of all non directors (signature):
Yin Dawei, Wang Tong, Chen Zhuo
Anhui Tongguan copper foil Group Co., Ltd
