Notes to financial statements
1、 Basic information of the company 1. Overview of the company
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) is a joint stock limited company registered in Beijing. It was jointly established by 18 natural persons such as Chi Yanming, Ma Yu, Shang Huazhong, Zhu Wensheng and Zhang Yu and hi tech Investment Development Co., Ltd. and approved and registered by Beijing Administration for Industry and commerce. The registration number of enterprise legal person business license is 110109004914886. The registered address of the company is room 6-206, building 1, No. 6, Shilong South Road, Mentougou District, Beijing. The legal representative is Dou Xin.
The company, formerly known as Beijing lischen office equipment Co., Ltd., was established on January 8, 1999.
On December 10, 2007, the company was changed into a joint stock limited company as a whole. The audited net assets of the company as of October 31, 2007 were 656874 million yuan, which was converted into shares of 65 million yuan at the ratio of 1.011:1.
With the undistributed profits as of May 31, 2008, the company sent 1 bonus share for every 10 shares to all shareholders, increasing the share capital by 6.5 million yuan to 71.5 million yuan. On June 23, 2008, the company carried out industrial and commercial change registration according to law and obtained a business license.
With the undistributed profits as of December 31, 2008, the company sent 1 bonus share for every 10 shares to all shareholders, increasing the share capital by 7.15 million yuan to 78.65 million yuan. On March 9, 2009, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
With the approval of the reply on Approving the initial public offering and listing on the gem of Beijing lischen Technology Co., Ltd. (zjxk [2009] No. 960) issued by the China Securities Regulatory Commission on September 20, 2009, the company issued 26.5 million RMB common shares (A shares) to the public, with a par value of RMB 1 per share. The registered capital of the company increased to 105.15 million yuan. On November 20, 2009, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
According to the resolution of the company’s 2009 annual general meeting of shareholders, based on the capital stock of 105.15 million shares on December 31, 2009, the company increased 5 shares from the capital reserve for every 10 shares, with a total of 52575000 shares. After the increase, the registered capital increased to RMB 157725 million. On July 9, 2010, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
According to the resolution of the company’s 2010 annual general meeting of shareholders, based on the capital stock of 157725 million shares on December 31, 2010, the company increased 5 shares from the capital reserve for every 10 shares, with a total of 78862500 shares. After the increase, the registered capital increased to RMB 236587500. On September 13, 2011, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
On March 18, 2011, the second extraordinary general meeting of the company in 2011 deliberated and passed the proposal on Amending the relevant contents of issuing shares to specific objects to purchase 100% equity of Shanghai Youwang Technology Co., Ltd. On December 28, 2011, China Securities Regulatory Commission issued the reply on Approving Beijing lischen Technology Co., Ltd. to issue shares to purchase assets from Zhang Min and others (zjxk [2011] No. 2126) for approval. As of June 28, 2012, the company has issued shares to five shareholders including Zhang Min, the former shareholder of Shanghai Youwang Technology Co., Ltd
The target issued 2427983300 RMB ordinary shares and purchased 100% equity of Shanghai Youwang Technology Co., Ltd. Among them, 1172716000 shares were issued to Zhang Min, 679835300 shares to Chen Yong, 409 Tian Jin Bohai Chemical Co.Ltd(600800) shares to Zhu Wei, 141551400 shares to pan Fengyan and 24279800 shares to Shi Jinsong. After the issuance, the registered capital increased to RMB 260867333 million. This capital increase was verified by the capital verification report (jthyz (2012) No. 0075) issued by Kyoto Tianhua certified public accountants Co., Ltd. on June 28, 2012. On October 19, 2012, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
On August 22, 2013, the third extraordinary general meeting of shareholders of the company in 2013 reviewed and approved the stock option and restricted stock incentive plan of Beijing lischen Technology Co., Ltd., and granted a total of 247500 restricted shares to 68 equity incentive objects, including Dai Shucheng, Zhang Yu, Hua Ting, Huang Xianglu, Liu Shunli, Li Weiping and Du Dacheng, with the grant price of RMB 3.95 per share. As of September 24, 2013, the actual number of exercise of equity incentive objects was 64, and 4 abstained. The company applied for a new registered capital of 23300000 yuan. With the approval of the China Securities Regulatory Commission, it was agreed that the company would issue 233000 ordinary shares (A shares), and the registered capital after the change was 26319733300 yuan. This capital increase was verified by the capital verification report ztyz (2013) No. 110za0146 issued by Zhitong Certified Public Accountants (special general partnership) on September 17, 2013. On October 29, 2013, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
On March 20, 2014, the second extraordinary general meeting of shareholders of the company in 2014 deliberated and approved the proposal on the scheme of issuing shares and paying cash to purchase assets and raise supporting funds, and purchased Sgsg Science&Technology Co.Ltd.Zhuhai(300561) 100% equity held by all shareholders of Beijing Sgsg Science&Technology Co.Ltd.Zhuhai(300561) Co., Ltd. through the combination of issuing shares and paying cash. Meanwhile, it is proposed to issue shares to Xinjiang Silicon Valley paradise Hengzhi equity investment partnership (limited partnership) to raise supporting funds, which are mainly used to pay the cash consideration of this acquisition. On July 10, 2014, the issuance was approved by the China Securities Regulatory Commission in the reply on Approving Beijing lischen Technology Co., Ltd. to issue shares and pay cash to purchase assets and raise supporting funds to Hu Weidong and others (zjxk [2014] No. 683). Wuxi Online Offline Communication Information Technology Co.Ltd(300959) 15 ordinary shares (A shares) were issued, and the registered capital after change was RMB 29329324800.
The capital increase was verified by the capital verification report ztyz (2014) No. 110zc0177 issued by Zhitong Certified Public Accountants (special general partnership) on August 1, 2014. On October 16, 2014, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
On November 14, 2014, the 56th meeting of the second board of directors held by the company considered and approved the proposal on the first exercise / unlocking period of stock option and restricted stock incentive plan. The exercise mode of stock option in the first exercise period of this equity incentive plan is independent exercise mode, The starting and ending date of the first exercise period of the 62 incentive objects granted by the company’s incentive plan for the first time is from December 5, 2014 to August 29, 2015. The number of exercisable rights is 690000 shares, the price of each share is 7.56 yuan, and the capital contribution method is cash. As of December 31, 2014, the actual number of exercisable rights is 615000 shares, so the registered capital is increased by 61500000 yuan and the registered capital after change is 29390824800 yuan.
On February 3, 2015, the first extraordinary general meeting of the company in 2015 deliberated and approved the proposal on reducing the registered capital of the company. The resignation of the original incentive objects Yang Jie, Liu Xiaobing and Tian Liang for personal reasons did not meet the incentive conditions. According to the relevant provisions of the company’s stock option and restricted stock incentive plan, the company cancelled all 50000 stock options granted but not exercised, Repurchase and cancel all 50000 restricted shares granted but not unlocked. After the cancellation of this repurchase, the registered capital was changed from 293908248 yuan to 293858248 yuan.
The number of incentive objects granted by the company for the first time is 620000 from August 2015 to may 2015,
The number of incentive objects exercising stock options again is 75000. The registered capital of the company was changed to 293933248 yuan. On May 19, 2015, the company implemented the annual profit distribution in 2014. Based on the total share capital of 293933248 shares, the company distributed RMB 0 Netac Technology Co.Ltd(300042) in cash for every 10 shares and increased 12001704 shares for every 10 shares to all shareholders with the capital reserve. Before the dividend, the total share capital of the company was 293933248 shares. After the dividend, the total share capital increased to 646703231 shares, and the registered capital of the company increased to 646703231 yuan. On July 8, 2015, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
On November 21, 2014, the fifth extraordinary general meeting of shareholders of the company in 2014 deliberated and approved the proposal on the scheme of issuing shares and paying cash to purchase assets and raise supporting funds, and purchased 95% equity of minte Zhaoyang held by all shareholders of minte Zhaoyang Technology Co., Ltd. and 30% equity of Congxing technology held by Gui Feng, a shareholder of Beijing CongXing Technology Co., Ltd. through the combination of issuing shares and paying cash. At the same time, five specific investors such as Chi Yanming issued shares to raise supporting funds, which are mainly used to pay the cash consideration of this acquisition. On June 26, 2015, the issuance was approved by the China Securities Regulatory Commission in the reply on Approving Beijing lischen Technology Co., Ltd. to issue shares to purchase assets and raise supporting funds from Lin Yalin and others (zjxk [2015] No. 1403), and 37874279 ordinary shares (A shares) in RMB were issued. The registered capital after change was RMB 68457751000. This capital increase was verified by the capital verification report ztyz (2015) No. 110za0310 issued by Zhitong Certified Public Accountants (special general partnership) on July 10, 2015. On August 19, 2015, the company carried out industrial and commercial change registration according to law and obtained the business license of enterprise legal person.
On December 1, 2015, the 20th meeting of the third board of directors of the company in 2015 deliberated and approved the proposal on repurchase and cancellation of stock options granted but not exercised and restricted shares granted but not unlocked to some incentive objects that do not meet the incentive conditions. The resignation of the original incentive objects Meng Deli, Wang Wei and Ding Jianying for personal reasons does not meet the incentive conditions, According to the relevant provisions of the company’s stock option and restricted stock incentive plan, the Company repurchased and cancelled all 65455 restricted shares granted but not unlocked. After the cancellation of this repurchase, the registered capital was changed from 68457751000 yuan to 68451205500 yuan. The capital reduction was verified by the capital verification report ztyz (2016) No. 110za0029 issued by Zhitong Certified Public Accountants (special general partnership) on January 18, 2016.
According to the stock option and restricted stock incentive plan of Beijing lishchen Technology Co., Ltd. deliberated and adopted at the third extraordinary general meeting in 2013, from December 14, 2015 to February 24, 2016, 137232200 shares were independently exercised by equity incentive, with an increase of the registered capital of 137232200 yuan and the changed registered capital of 68588437700 yuan.
On November 25, 2015, the seventh extraordinary general meeting of shareholders of the company in 2015 deliberated and approved the proposal on the scheme of issuing shares and paying cash to purchase assets and raise supporting funds, and purchased 100% equity of kangbang technology held by nine issuers such as Wang Bangwen and 100% equity of Jiangnan Xin’an held by three issuers such as Gongqingcheng Xin’an through the combination of issuing shares and paying cash, On January 26, 2016, the issuance was approved by the China Securities Regulatory Commission in the reply on Approving Beijing lischen Technology Co., Ltd. to issue shares, purchase assets and raise supporting funds to Wang Bangwen and others (zjxk [2016] No. 179), and 77913206 ordinary shares (A shares) in RMB were issued. The registered capital after change was RMB 76379758300. The capital increase was verified by Zhitong Certified Public Accountants (special general partnership) on February 24, 2016（
