Sichuan Qiaoyuan Gas Co., Ltd
Explanation on the evolution of share capital since the establishment of the company and the confirmation opinions of directors, supervisors and senior managers
interpretation
In this confirmation opinion, unless the context otherwise requires, the following abbreviations have the following meanings: the company / the company / the issuer / shares refer to Sichuan Qiaoyuan Gas Co., Ltd. / Qiaoyuan gas
Qiaoyuan Co., Ltd. refers to Sichuan Qiaoyuan Gas Co., Ltd., the predecessor of the issuer
Yingtai Jiuding refers to Xiamen Yingtai Jiuding equity investment partnership (limited partnership)
Zhechuang Haoyu refers to zhechuang Haoyu emerging industry equity investment partnership (limited partnership)
Huatuo Zhiyuan refers to Shenzhen Huatuo Zhiyuan No. 3 investment enterprise (limited partnership)
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: there are differences in the mantissa between the sum of partial totals and individual data in this confirmation opinion. These differences are caused by rounding.
Qiaoyuan gas is a joint stock limited company established by Qiaoyuan Co., Ltd. On September 10, 2002, Qiao Zhiyong, Zhang Lirong and Qiao Kun signed a capital contribution agreement to jointly contribute to the establishment of Qiaoyuan Co., Ltd., with a registered capital of 6.66 million yuan at the time of establishment. On March 16, 2013, Qiaoyuan Co., Ltd. held a shareholders' meeting and agreed to the overall change of Qiaoyuan Co., Ltd. into a joint-stock company.
The evolution of share capital since the establishment of the issuer is as follows:
1、 Diagram of all equity changes of the company since its establishment
2、 Establishment and equity evolution of Qiaoyuan Co., Ltd. (I) in September 2002, Qiaoyuan Co., Ltd. was established
On September 2, 2002, Qiao Zhiyong, Zhang Lirong and Qiao Kun signed a capital contribution agreement, agreeing to jointly invest 6.66 million yuan to establish Qiaoyuan Co., Ltd., of which Zhang Lirong is Qiao Zhiyong's spouse and Qiao Kun is Qiao Zhiyong's younger brother. In the composition of capital contribution, Qiao Zhiyong contributed 390000 yuan in currency and 3614500 yuan in kind, totaling 4.045 million yuan; Zhang Lirong contributed 195000 yuan in currency and 1807300 yuan in kind, totaling 2.023 million yuan; Qiao Kun contributed 65000 yuan in currency and 602400 yuan in kind, totaling 667400 yuan.
On September 6, 2002, Sichuan Tongren certified public accountants Co., Ltd. appraised the above-mentioned contributed physical assets and issued the asset appraisal report (ctrpb (2002) No. 118), which confirmed that the appraised value of the above-mentioned contributed physical assets (machinery and equipment) was 6024200 yuan.
On September 9, 2002, Sichuan Ruiyan certified public accountants Co., Ltd. verified the above capital contribution and issued the capital verification report "ruihuishi (2002) Yan Zi No. 066". As of September 6, 2002, Qiaoyuan Co., Ltd. had received 6.6742 million yuan of capital invested by all parties, including 6.66 million yuan of paid in capital and 14200 yuan of capital reserve; The capital contribution is 650000 yuan in currency and 6024200 yuan in physical assets (machinery and equipment).
On September 10, 2002, Qiaoyuan Co., Ltd. completed the industrial and commercial registration in Chengdu Dujiangyan Administration for Industry and Commerce and received the business license of enterprise legal person with the registration number of "dugongshang FA Zi 5101812800602". The shareholders and capital contributions of Qiaoyuan Co., Ltd. at the time of its establishment are as follows:
Details of contribution amount (10000 yuan)
Serial number shareholder name (yuan) contribution proportion
Total contribution in currency and in kind
1 Qiao Zhiyong 399.60 60.00% 39.00 361.45 400.45
2 Zhang Lirong 199.80 30.00% 19.50 180.73 200.23
3 Qiao Kun 66.60 10.00% 6.50 60.24 66.74
Total 666.00 100.00% 65.00 602.42 667.42
(II) in June 2004, Qiaoyuan Co., Ltd. increased its capital for the first time
On May 8, 2004, Qiaoyuan Co., Ltd. held a shareholders' meeting and agreed to convert capital reserve into share capital
In this way, the registered capital of Qiaoyuan Co., Ltd. was increased from 6.66 million yuan to 21.69 million yuan, with the proportion of Qiao Zhiyong 60%, Zhang Lirong 30% and Qiao Kun 10%.
On June 15, 2004, Sichuan Ruiyan certified public accountants Co., Ltd. verified the capital increase and issued the capital verification report "ruihuishi (2004) Yan Zi No. 054", which confirmed that as of June 8, 2004, the company had converted 15.03 million yuan of the capital reserve balance of 152958 million yuan into 15.03 million yuan of registered capital. After this change, the registered capital of the company was 21.69 million yuan.
On June 24, 2004, the company obtained the business license of enterprise legal person with the registration number of 5101812800602 after capital increase at Chengdu Dujiangyan Administration for Industry and commerce.
After the capital increase, the equity structure of Qiaoyuan Co., Ltd. is as follows:
No. shareholder name contribution amount (10000 yuan) equity ratio
1 Qiao Zhiyong 130140 60%
2 pieces of Lirong 650.70 30%
3 Qiao Kun 216.90 10%
Total 216900 100%
(III) supplementary capital contributions for the establishment and capital increase of a limited company
1. Initial contribution
As of September 6, 2002, the actual contribution of each shareholder of Qiaoyuan Co., Ltd. was 6.4788 million yuan, and the actual contribution paid was 181200 yuan less than the registered capital applied for. The details are as follows:
(1) Cash contribution
On September 5, 2002 and September 6, 2002, Qiao Zhiyong, Zhang Lirong and Qiao Kun jointly invested 650000 yuan in monetary funds.
(2) Contribution in kind
On September 6, 2002, Qiao Zhiyong, Zhang Lirong and Qiao Kun jointly contributed at the price of two cryogenic liquid storage tanks purchased by Chengdu Qiaoyuan Industrial Co., Ltd. The value of the equipment has been appraised by Sichuan Tongren certified public accountants Co., Ltd. in the asset appraisal report (ctrpb [2002] No. 118). The appraised value is RMB 1128800, which is confirmed by all shareholders. The relevant equipment has been put into the production and operation activities of Qiaoyuan Co., Ltd. (3) Other contributions
From January 18, 2002 to August 15, 2002, Qiao Zhiyong used 4.7 million yuan of his own funds to purchase equipment and land use rights for Qiaoyuan Co., Ltd., of which 1.41 million yuan was paid on behalf of Zhang Lirong and 470000 yuan was paid on behalf of Qiao Kun. See the following table for details:
Contribution time and contribution method: the contributor directly pays the other party's purpose amount (10000 yuan)
2002.1.18 advance payment for equipment of Hangzhou Hangyang Technology Co., Ltd. 100.00
2002.5.22 advance payment for equipment of the company 130.00
2002.7.23 Chengdu Dujiangyan industrial development land advance payment 160.00
Development Zone Land Reserve Center
Qiao Zhiyong Monetary Fund Zhangjiagang shengdayin Chemical Co., Ltd
2002.8.15 advance payment for equipment of Machinery Co., Ltd. 70.00
2002.8.15 Chengdu Dujiangyan industrial development land enclosure project 10.00
Advance payment for Development Zone Land Reserve Center
Total 470.00
Qiao Zhiyong's payment for the purchase of equipment and land use rights for Qiaoyuan Co., Ltd. is essentially investment money. After the establishment of Qiaoyuan Co., Ltd., this part of the money was included in the capital reserve and transferred to the paid in capital after capital verification. This part of the shareholder's contribution has been verified by the capital verification report of Sichuan Ruiyan certified public accountants Co., Ltd. "ruikuashi (2004) Yan Zi No. 054".
2. Capital increase in June 2004
As of June 8, 2004, the company transferred 15.03 million yuan out of 152958 million yuan in the "capital reserve" title to the "paid in capital" title, and increased the registered capital by 15.03 million yuan. After verification, as of June 8, 2004, the actual contribution of each contributor in this capital increase was 101816 million yuan, which was 4.8484 million yuan less than the newly increased registered capital of 15.03 million yuan, as follows:
From September 2002 to June 2004, Qiao Zhiyong, Zhang Lirong and Qiao Kun successively increased their investment in Qiaoyuan Co., Ltd. by 101816 million yuan. The details are as follows:
(1) From September 2002 to June 2004, Qiao Zhiyong invested 8.8132 million yuan for investment and advance payment of Qiaoyuan limited land enclosure project, of which 1.6861 million yuan was paid on behalf of Zhang Lirong and 1.0182 million yuan was paid on behalf of Qiao Kun.
(2) In October 2002 and October 2003, Zhang Lirong invested 300000 yuan and 450000 yuan respectively for investment.
(3) In May 2004, Zhang Lirong invested in kind (one vehicle) at a price of 618400 yuan. After inspection, the above vehicles invested by Zhang Lirong failed to perform the asset appraisal procedures and did not comply with the relevant provisions of the company law in force at that time. According to the information provided by the company, the above vehicles were purchased by Zhang Lirong on May 8, 2004 and invested in Qiaoyuan Co., Ltd. on May 31, 2004. The purchase price is 618400 yuan, and the contribution price is consistent with the purchase price; The vehicle is actually used by Qiaoyuan Co., Ltd. from the date it is put into operation. 3. Supplementary contribution and capital verification review
After the establishment and capital increase of Qiaoyuan Co., Ltd., Qiao Zhiyong successively added 6.56 million yuan from July 2004 to September 2004.
On October 15, 2020, Dahua Certified Public Accountants (special general partnership) reviewed the capital contribution, the first capital increase and supplementary capital contribution of Qiaoyuan Co., Ltd. when it was established, and issued "dahuahe Zi [2020] No. 008987" previous capital verification and reexamination report of Sichuan Qiaoyuan Gas Co., Ltd. to confirm that as of September 20, 2004, each shareholder had actually contributed 232203 million yuan, Among them, the actual contribution as of September 6, 2002 was 6.4788 million yuan, the actual additional contribution as of June 8, 2004 was 101816 million yuan, and the actual supplementary contribution as of September 20, 2004 was 6.56 million yuan. Actual cumulative contribution ratio cumulative registered capital (paid in capital) 2169 More than 1.5303 million yuan is included in the capital reserve.
4. Retroactive evaluation of physical assets
(1) Established in 2002
In order to further verify whether the appraisal results of the assets invested by the two machines and equipment when it was established in 2002 are reasonable and fair, in November 2016, Zhongwei Zhengxin (Beijing) Assets Appraisal Co., Ltd. issued the "Zhongwei Zhengxin pingbao Zi (2016) No. 6036" asset appraisal report of the retrospective appraisal project of the two equipment (cryogenic liquid storage tank) entrusted by Sichuan Qiaoyuan Gas Co., Ltd. using the cost method, The market value of the two equipment (cryogenic liquid storage tank) entrusted by the company on the benchmark date of August 31, 2002 is retroactively evaluated. The appraisal conclusion is that the book value of the entrusted assets is 10
