Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Notes on the evolution of share capital since the establishment of the company
Confirmation opinions of directors, supervisors and senior managers
Hualan Biological Engineering Inc(002007) vaccine Co., Ltd., established on November 9, 2005, is an enterprise mainly engaged in the R & D, production and sales of human vaccines. The evolution of the company's share capital since its establishment is described as follows: 1. Interpretation 1. General interpretation
Issuer and company refer to Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Hualan Co., Ltd. refers to Hualan Biological Engineering Inc(002007) vaccine Co., Ltd., the predecessor of the company's share restructuring
Hualan Biological Engineering Inc(002007) refers to Hualan Biological Engineering Inc(002007) , the controlling shareholder of the issuer, holding 75% of the shares of the issuer
Hong Kong Kekang refers to cybercreator limited, one of the major shareholders of the issuer, holding 10% of the shares of the issuer
Gaoling Huaying refers to Henan Gaoling Huaying enterprise management consulting partnership (limited partnership), one of the major shareholders of the issuer, holding 9% of the shares of the issuer
Chenyi Qiming refers to Xinxiang Chenyi Qiming management consulting partnership (limited partnership), one of the major shareholders of the issuer, holding 6% of the shares of the issuer
Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
Zhonglian appraisal refers to Zhonglian appraisal group Co., Ltd
2、 Evolution of share capital since the establishment of the company
(I) the company was established in October 2005
In October 2005, Hualan Biological Engineering Inc(002007) and Hong Kong Kekang signed the articles of association and jointly funded the establishment of a Sino foreign joint venture Hualan Biological Engineering Inc(002007) vaccine Co., Ltd., with a total investment of 95 million yuan and a registered capital of 38 million yuan, of which Hualan Biological Engineering Inc(002007) contributed 28.5 million yuan, accounting for 75%, and Hong Kong Kekang contributed 9.5 million yuan, accounting for 25%. On October 8, 2005, the State Administration for Industry and Commerce approved the name of the company as " Hualan Biological Engineering Inc(002007) vaccine Co., Ltd." in the notice on the pre approval of the name of foreign-invested enterprises (Guo) name pre nuclear Waiqi Zi [2015] No. 406 issued by the State Administration for Industry and Commerce.
On October 27, 2005, the reply on the establishment of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (Xin Wai Shui Shen [2005] No. 054) issued by Xinxiang administration of foreign investment agreed that the establishment of Hualan Co., Ltd. was approved by Hualan Biological Engineering Inc(002007) and the approval certificate for enterprises invested by Taiwan, Hong Kong, Macao and overseas Chinese of the people's Republic of Hong Kong (Shang Wai Shui Yu Fu Xin Zi [2005] No. 0026). On November 9, 2005, Xinxiang Administration for Industry and Commerce approved and issued the business license for enterprise legal person (qhe Yuxin zongzi No. 000303).
The equity structure of the company at the time of establishment is as follows:
No. amount subscribed by shareholders (10000 yuan) contribution proportion (%) contribution method
1 Hualan Biological Engineering Inc(002007) 2850.00 75.00 currency
2 Hong Kong Kekang 950.00 25.00 currency
Total 3800.00 100.00-
Note: 1. On December 21, 2005, Xinxiang juzhongyuan Certified Public Accountants issued the capital verification report (Xin Ju Hui Yan (2005) No. 316). As of November 15, 2005, the paid in capital of the company was 5.7 million yuan, including Hualan Biological Engineering Inc(002007) paid in capital of 4.275 million yuan and Hong Kong Kekang paid in capital of 1.425 million yuan, all of which were contributed in currency. In December 2005, Xinxiang Administration for Industry and Commerce issued a new business license. 2. On May 9, 2006, Henan Zhongxin certified public accountants Co., Ltd. issued the capital verification report (2006 zxsyz No. 101). As of May 9, 2006, the company had received Hualan Biological Engineering Inc(002007) phase II payment of 24.225 million yuan, Hong Kong Kekang phase II payment of 1.0546867 million US dollars, equivalent to 8.075 million yuan, and the paid in capital of the company had been changed to 38 million yuan, So far, all the registered capital has been paid in place. In May 2006, Xinxiang Administration for Industry and Commerce issued a new business license. 3. The 9.5 million yuan contribution of Hong Kong Kekang is the after tax profit obtained in Hualan Biological Engineering Inc(002007) . The Xinxiang Central Branch of the State Administration of foreign exchange has issued the approval document for foreign exchange business under capital account of the State Administration of foreign exchange for the above reinvestment.
(II) in December 2008, the registered capital was increased
In December 2008, the board of directors of Hualan Co., Ltd. agreed to increase the total investment of the company from 95 million yuan to 200 million yuan and the registered capital from 38 million yuan to 80 million yuan. The original shareholders increased their capital according to the original proportion of capital contribution, that is, Hualan Biological Engineering Inc(002007) increased their capital by 31.5 million yuan and Hong Kong Kekang increased their capital by 10.5 million yuan. On November 28, 2008, the reply on capital increase of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (xwzs [2008] No. 57) issued by Xinxiang administration of foreign investment agreed that Hualan Co., Ltd. would increase its registered capital to 80 million yuan. On December 10, 2008, the people's Government of Henan Province issued the changed approval certificate of the people's Republic of China for enterprises invested by Taiwan, Hong Kong, Macao and overseas Chinese to Hualan Co., Ltd.
After the capital increase, the equity structure of Hualan Co., Ltd. is as follows:
No. amount subscribed by shareholders (10000 yuan) contribution proportion (%) contribution method
1 Hualan Biological Engineering Inc(002007) 6000.00 75.00 currency
2 Hong Kong Kekang 2000.00 25.00 currency
Total 8000.00 100.00-
Note: 1. On December 19, 2008, Xinxiang Zhongcheng United Certified Public Accountants issued the capital verification report (xcsyz [2008] No. 211). As of December 18, 2008, Hualan Co., Ltd. had paid in a total of 37.2486 million yuan of newly increased registered capital in the first phase, accounting for 88.69% of the newly increased registered capital.
Among them, Hualan Biological Engineering Inc(002007) paid in capital contribution of 31.5 million yuan and Hong Kong Kekang paid in capital contribution of 5.7486 million yuan, all in currency. On December 20, 2008, Xinxiang Administration for Industry and Commerce issued a new business license. 2. On November 6, 2009, Fengqiu Zhongxing United Certified Public Accountants issued the capital verification report (Fengzhong Huiyan [2009] No. 160). As of October 22, 2009, Hualan Co., Ltd. had received the second phase payment of 4.7514 million yuan from Hong Kong Kekang. So far, all the newly increased registered capital of the company has been paid in place. On November 9, 2009, Xinxiang Administration for Industry and Commerce issued a new business license. 3. The capital increase paid by Hong Kong Kekang is the after tax profit obtained in Hualan Biological Engineering Inc(002007) . The Xinxiang Central Branch of the State Administration of foreign exchange has issued the foreign exchange approval opinions on the capital account for the above reinvestment.
(III) in August 2012, the registered capital was increased
On August 8, 2012, Hualan Co., Ltd. convened the board of directors to consider and pass the proposal on increasing the registered capital of the company, and agreed to increase the registered capital of the company from 80 million yuan to 100 million yuan. The shareholders increased their capital in accordance with the original proportion of capital contribution, i.e. Hualan Biological Engineering Inc(002007) increased capital by 15 million yuan and Hong Kong Kekang increased capital by 5 million yuan. On September 29, 2012, the reply on capital increase of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (XSS [2012] No. 31) issued by Xinxiang Municipal Bureau of Commerce agreed that Hualan Co., Ltd. would increase its registered capital to 100 million yuan. On September 29, 2012, the people's Government of Henan Province issued the changed approval certificate of the people's Republic of China for enterprises invested by Taiwan, Hong Kong, Macao and overseas Chinese to Hualan Co., Ltd.
After the capital increase, the equity structure of Hualan Co., Ltd. is as follows:
No. amount subscribed by shareholders (10000 yuan) contribution proportion (%) contribution method
1 Hualan Biological Engineering Inc(002007) 7500.00 75.00 currency and land use right
2 Hong Kong Kekang 2500.00 25.00 currency
Total 10000.00 100.00-
Note: 1. On December 28, 2012, Henan Zhengda Certified Public Accountants issued the capital verification report (ydhyz [2012] No. 362). As of December 28, 2012, the company's paid in newly increased registered capital totaled 20 million yuan, of which Hualan Biological Engineering Inc(002007) paid in capital contribution of 15 million yuan was 136700 yuan in currency and 14863300 yuan in land use right, Hong Kong Kekang paid in 5 million yuan in currency. So far, all the newly added registered capital of the company has been in place. On March 27, 2013, Xinxiang Administration for Industry and Commerce issued a new business license. 2. The capital increase paid by Hong Kong Kekang is the after tax profit obtained in Hualan Biological Engineering Inc(002007) . The Xinxiang Central Branch of the State Administration of foreign exchange has issued the foreign exchange approval opinions on the capital account for the above reinvestment. 3. On August 6, 2012, Xinxiang Zhengyuan land appraisal and Consulting Co., Ltd. issued the land appraisal report (xztg [2012] No. 005) to appraise the land use right invested by Hualan Biological Engineering Inc(002007) .
(IV) in April 2020, equity transfer
On April 15, 2020, the 2019 annual general meeting held by Hualan Biological Engineering Inc(002007) deliberated and approved the proposal on abandoning the preemptive right of equity transfer of holding subsidiaries and related party transactions, and Hualan Biological Engineering Inc(002007) abandoned the preemptive right of 15% equity of Hualan Co., Ltd. to be transferred by Hong Kong Kekang. On the same day, after deliberation by the board of directors of Hualan Co., Ltd., it was agreed that Gaoling Huaying would transfer 9 million yuan (corresponding to 9% equity) from Hualan Co., Ltd. held by Hong Kong Kekang for 1242 million yuan; Chenyi Qiming transferred 6 million yuan (corresponding to 6% equity) from Hualan Co., Ltd. held by Hong Kong Kekang with 828 million yuan.
After the equity transfer, the equity structure of Hualan Co., Ltd. is as follows:
No. amount subscribed by shareholders (10000 yuan) contribution proportion (%) contribution method
1 Hualan Biological Engineering Inc(002007) 7500.00 75.00 currency and land use right
2 Hong Kong Kekang 1000.00 10.00 currency
3 Gaoling Huaying 900.00 9.00 currency
4 Chenyi Qiming 600.00 6.00 currency
Total 10000.00 100.00-
(V) in June 2020, the joint stock company was established
On May 19, 2020, Dahua Certified Public Accountants issued dhsz [2020] No. 0010398 audit report. As of April 30, 2020, the net assets of Hualan Co., Ltd. were 1239790800 yuan. On May 19, 2020, Zoomlion appraisal issued the assets appraisal report (zlpbz [2020] No. 1078). Taking April 30, 2020 as the appraisal base date, the appraised net assets of Hualan Co., Ltd. were 1433321100 yuan.
On May 19, 2020, Hualan Co., Ltd. convened the board of directors and agreed to change Hualan Co., Ltd. into a joint stock limited company according to law. The promoters jointly signed the sponsor agreement and agreed to convert the audited net assets of Hualan Co., Ltd. as of April 30, 2020 into 360 million shares at a ratio of 3.4439:1, with a par value of 1 yuan per share, The part of net assets exceeding the registered capital of 879790800 yuan is included in the capital reserve. On June 3, 2020, the company held a founding meeting to consider and approve the relevant proposal of Hualan Co., Ltd. to change the joint stock company as a whole.
On June 3, 2020, Dahua Certified Public Accountants issued Dahua Yan Zi [2020] No. 000248 capital verification report,
