Explanation of Prius (Shanghai) Pharmaceutical Technology Development 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
Unless the context otherwise requires, the meaning of the words used in this note is consistent with the prospectus of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “prospectus”).
1、 Evolution of the issuer’s share capital since its establishment
The changes of the issuer’s share capital since its establishment are as follows:
(I) Prius Co., Ltd. was established in February 2013
On November 6, 2012, Shanghai Administration for Industry and Commerce issued the notice of enterprise name pre approval with the number of “Hu Gong Shang Zhu Ming Yu He Zi No. 01201211060594”, and the pre approved enterprise name was “Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd.”.
On January 13, 2013, Shanghai Purui Technology Development Co., Ltd. (hereinafter referred to as “Purui”) signed the articles of association of Shanghai Purui Technology Development Co., Ltd. Pryson invested 1 million yuan in currency, accounting for 100% of the registered capital.
On January 30, 2013, Shanghai Chuanglian certified public accountants Co., Ltd. issued the capital verification report numbered “Hu Chuang Yan Zi (2013) No. 0432”. It was verified that as of January 11, 2013, pryson had paid the registered capital in full, and the actual capital contribution was RMB 1 million, accounting for 100% of the registered capital. The way of capital contribution was currency.
On February 22, 2013, Pudong New Area Branch of Shanghai Administration for Industry and Commerce approved and issued the business license for enterprise legal person with the registration number of “310115 Suzhou Good-Ark Electronics Co.Ltd(002079) 365″.
At the time of establishment, the shareholders and equity structure of Prius Limited were as follows:
Subscription and actual payment
Serial number shareholder’s name / mode of contribution proportion of contribution to registered capital proportion of contribution to registered capital name (10000 yuan) (10000 yuan)
1 pryson currency 100.00 100.00% 100.00 100.00%
Total 100.00 100.00% 100.00 100.00%
(II) in January 2016, the first equity transfer
In January 2016, pryson transferred its 20.936% equity of the company (corresponding capital contribution of RMB 20936) to Shihezi Ruixin equity investment partnership (limited partnership) (hereinafter referred to as “Shihezi Ruixin”). The following procedures have been performed for this change:
On December 28, 2015, the company held a shareholders’ meeting and unanimously agreed to transfer 20.936% of the company’s equity (corresponding to the capital contribution of RMB 20936) held by primax to Shihezi Ruixin. On December 28, 2015, pryson and Shihezi Ruixin signed the equity transfer agreement on the above equity transfer.
On January 18, 2016, the pilot Free Trade Zone Branch of Shanghai Administration for Industry and Commerce reissued the business license for the above changes.
After this change, the equity structure of Prius Co., Ltd. is as follows:
No. shareholder’s name / contribution method contribution amount (10000 yuan) contribution proportion
1. Praesen 79.06%
2 Shihezi Ruixin currency 20.94%
Total 100.00%
(III) the second equity transfer in March 2016
In March 2016, pryson transferred its 5% equity of the company (corresponding capital contribution of 50000 yuan) to Pingtan Hongrun Yingke new materials venture capital partnership (limited partnership) (hereinafter referred to as “Hongrun Yingke”), and transferred its 5% equity of the company (corresponding capital contribution of 50000 yuan) to Zhang Jing. The following procedures have been performed for this change: on January 19, 2016, the company held a shareholders’ meeting and unanimously agreed to transfer its 5% equity of the company (corresponding to the capital contribution of 50000 yuan) to Hongrun Yingke and its 5% equity of the company (corresponding to the capital contribution of 50000 yuan) to Zhang Jing; Adoption of amendments to the articles of association. On January 19, 2016, pryson signed the equity transfer agreement with Hongrun Yingke and Zhang Jing on the above equity transfer respectively.
On March 7, 2016, the market supervision administration of China (Shanghai) pilot Free Trade Zone reissued the business license for the above changes.
After this change, the equity structure of Prius Co., Ltd. is as follows:
No. shareholder’s name / contribution method contribution amount (10000 yuan) contribution proportion
1. Prussian currency 69.06%
2 Shihezi Ruixin currency 20.94%
3 Hongrun Yingke currency 5.00%
4 Zhang Jing coins 5.00 5.00%
Total 100.00%
(IV) the third equity transfer in August 2016
In August 2016, pryson transferred its 458102% equity of the company (corresponding capital contribution of 458102 yuan) to Xinjiang Tairui equity investment partnership (limited partnership) (hereinafter referred to as “Xinjiang Tairui”), and transferred its 232538% equity of the company (corresponding capital contribution of 232538 yuan) to Shihezi Xitai equity investment partnership (limited partnership) (hereinafter referred to as “Shihezi Xitai”).
The following procedures have been performed for this change:
On July 21, 2016, the company held a shareholders’ meeting and unanimously agreed to transfer 458102% of the company’s equity (corresponding to the capital contribution of 458102 yuan) to Xinjiang Tairui and 232538% of the company’s equity (corresponding to the capital contribution of 232538 yuan) to Shihezi Xitai; The amendment to the articles of association was adopted. On July 21, 2016, pryson signed the equity transfer agreement with Xinjiang Tairui and Shihezi Xitai on the above equity transfer.
On August 11, 2016, the market supervision administration of China (Shanghai) pilot Free Trade Zone reissued the business license for the above changes.
After this change, the equity structure of Prius Co., Ltd. is as follows:
No. shareholder’s name / contribution method contribution amount (10000 yuan) contribution proportion
1 Xinjiang Tairui currency 45.81%
2 Shihezi Xitai currency 23.25%
3 Shihezi Ruixin currency 20.94%
4 Hongrun Yingke currency 5.00%
5 Zhang Jing coins 5.00 5.00%
No. shareholder’s name / contribution method contribution amount (10000 yuan) contribution proportion
Total 100.00%
(V) the fourth equity transfer in August 2016
In August 2016, Xinjiang Tairui transferred its 2% equity of the company (corresponding capital contribution of 20000 yuan) to Shihezi Xitai. The following procedures have been performed for this change:
On August 12, 2016, the company held a shareholders’ meeting and agreed: Xinjiang Tairui transferred its 2% equity of the company (corresponding to the capital contribution of 20000 yuan) to Shihezi Xitai; Adoption of amendments to the articles of association. On August 12, 2016, Xinjiang Tairui and Shihezi Xitai signed the equity transfer agreement on the above equity transfer. On August 15, 2016, the market supervision administration of China (Shanghai) pilot Free Trade Zone reissued the business license for the above changes.
After this change, the equity structure of Prius Co., Ltd. is as follows:
No. shareholder’s name / contribution method contribution amount (10000 yuan) contribution proportion
1 Xinjiang Tairui currency 43.81%
2 Shihezi Xitai currency 25.25%
3 Shihezi Ruixin currency 20.94%
4 Hongrun Yingke currency 5.00%
5 Zhang Jing coins 5.00 5.00%
Total 100.00%
(VI) overall restructuring and change into a joint stock limited company
On May 20, 2016, Shanghai Administration for Industry and Commerce issued the notice of pre approval of enterprise name change with the number of “Hu Gong Shang Zhu Ming Yu He Zi No. 01201605200446”, which approved the change of the company’s name to “Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd.”.
On September 20, 2016, Lixin Certified Public Accountants issued the audit report “xksbz [2016] No. 151905”. As of August 31, 2016, the audited net assets of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. were 20471269 yuan.
On September 21, 2016, Lixin appraisal issued the asset appraisal report (xzpbz (2016) No. 2120), which confirmed that the book value of the net assets of the company as of August 31, 2016 was 204717 million yuan and the appraisal value was 220868 million yuan.
On September 22, 2016, the company held a shareholders’ meeting and agreed that all shareholders, as sponsors, converted the audited net assets of 2047171269 yuan into shares at the ratio of 1:0.4885 on the base date of August 31, 2016, and changed it into a joint stock limited company as a whole. After the change, the registered capital was 10 million yuan, and the rest was included in the capital reserve. The shareholding ratio of each shareholder in the joint stock company shall remain unchanged according to the proportion of capital contribution of each shareholder before the overall change.
On September 22, 2016, all promoters signed the sponsor agreement and unanimously agreed to establish the issuer by way of sponsorship.
On October 12, 2016, the company held its founding meeting, deliberated the proposals related to the establishment of the company, and all shareholders signed the articles of association.
On October 12, 2016, Lixin certified public accountants verified the assets invested by all the sponsors in the issuer and issued the capital verification report “xksbz [2016] No. 116461”, confirming that the capital contribution of the sponsors has been paid in full and on time.
On November 9, 2016, Shanghai Administration for Industry and Commerce issued the business license with the unified social credit code of “9131 Shenzhen Zhenye(Group)Co.Ltd(000006) 25748002″.
No. shareholder name / number of shares (10000 shares) shareholding ratio
1 Xinjiang tairui4
