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History, Development and Corporate Structure

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History, Development and Corporate Structure THE DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” OF THE COVER OF THE DOCUMENT. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE OVERVIEW We are a leading ready-mixed concrete producer in China with strong research and development capabilities according to the CIC Report. Our history can be traced back to YNJG Concrete, which was established in April 1996. Its principal businesses included the production and sales of commercial concrete and related products. After being merged and absorbed into YNJG as the Commercial Concrete Division through an asset restructuring, YNJG Concrete was deregistered in May 2012. In December 2016, YNJG injected the operating assets of the Commercial Concrete Division and the equity interests of four operating subsidiaries into the Company through a capital increase. On June 19, 2007, the Company was established as a limited liability company by YNJG Concrete. On December 22, 2017, the Company was converted into a joint stock limited company and renamed “YCIH Green High-Performance Concrete Company Limited.” MILESTONES The following table outlines the milestones in our history of development: Years Events 1996 YNJG Concrete was established, whose principal businesses included the production and sales of commercial concrete and related products. 2007 The Company was established by YNJG Concrete in Kunming, Yunnan Province as a limited liability company, i.e., YNJG Green High- Performance Concrete Co., Ltd. (雲南建工綠色高性能混凝土有限公司). 2007 YNJG Concrete undertook the project of concrete production and supply for “Kunming University Town (昆明大學城)”, and from 2007 to 2010, it produced and supplied more than 800,000 cubic meters of concrete for this project. 2008 YNJG Concrete became the exclusive producer and supplier of three million cubic meters of concrete for the Kunming Changshui International Airport (昆明長水國際機場) project. 2009 We introduced KMEIC as a shareholder, increased our registered capital to RMB66,000,000, and were renamed “YNJG-KMEIC Green High- Performance Concrete Co., Ltd. (雲南建工經開綠色高性能混凝土有限公 司).” 2011 YNJG Concrete transferred all 51% of its equity interest in the Company to YNJG. –94– THE DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” OF THE COVER OF THE DOCUMENT. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE Years Events 2011 Being injected with the related business and assets of YNJG Concrete, the Commercial Concrete Division successfully won the bid for the relocation project of Suijiang County, Zhaotong (昭通市綏江縣城移民工程) and implemented the model of centralized and unified production and supply of concrete. 2016 We introduced YOIC as a shareholder, increased our registered capital to RMB500,000,000, were renamed as “YCIH Green High-Performance Concrete Co., Ltd. (雲南建投綠色高性能混凝土有限公司)” and changed our place of registration to Zhaotong, Yunnan Province. 2016 YNJG injected the operating assets of the Commercial Concrete Division and the equity interests of four operating subsidiaries into the Company through a capital increase. 2017 Due to YCIH’s merger of YNJG by absorption, YCIH obtained a 73.18% equity interest in our Company. 2017 We were among the first enterprises accredited with the “three-star” rating in the Green Building Materials Star Rating in Yunnan Province. 2017 We were elected 2016 Top Ten Ready-Mixed Concrete Enterprises in China 2017 We were accredited as a High-tech Enterprise. 2017 We were converted into a joint stock limited company and were renamed “YCIH Green High-Performance Concrete Company Limited”. 2018 We were elected 2017 Top Ten Commercial Concrete Enterprises in China. 2018 Our scientific research achievements won the second prize of Yunnan Science and Technology Progress Award. ESTABLISHMENT OF THE COMPANY AND MAJOR CHANGES IN EQUITY INTERESTS (1) On June 19, 2007, YNJG Concrete established the Company (i.e. YNJG Green High-Performance Concrete Co., Ltd. (雲南建工綠色高性能混凝土有限公司)) with a registered capital of RMB10,000,000 and with the place of registration in Kunming, Yunnan Province. –95– THE DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” OF THE COVER OF THE DOCUMENT. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE (2) In December 2009, the Company introduced KMEIC as a shareholder, increased the registered capital to RMB66,000,000 and was renamed “YNJG-KMEIC Green High- Performance Concrete Co., Ltd. (雲南建工經開綠色高性能混凝土有限公司)”. The capital contributions subscribed for by YNJG Concrete and KMEIC accounted for 51% and 49% of the then registered capital of the Company, respectively. (3) As YNJG Concrete was merged by absorption into YNJG as the Commercial Concrete Division, YNJG Concrete transferred to YNJG all 51% of its equity interest in the Company in September 2011. (4) In December 2016, the Company carried out a capital increase and introduced YOIC (a wholly-owned subsidiary of YCIH) as a shareholder. The registered capital of the Company was proposed to be increased to RMB500,000,000 and its place of registration was changed to Zhaotong, Yunnan Province. According to the Agreement on Capital Increase entered into by YNJG, KMEIC, and YOIC, of the RMB434,000,000 intended increase in the registered capital of the Company, YNJG subscribed for RMB332,240,000, KMEIC subscribed for RMB19,410,000 and YOIC subscribed for RMB82,350,000. As part of the capital contribution, YNJG injected the operating assets of the Commercial Concrete Division and the equity interest of four subsidiaries into the Company and paid up RMB194,940,000 through assets in kind, YOIC paid up RMB51,450,000 in cash and KMEIC did not pay up. The total paid-up capital of the shareholders amounted to RMB312,390,000. Upon completion of the above-mentioned capital contributions, YNJG, KMEIC, and YOIC held 73.18%, 10.35%, and 16.47% equity interest in the Company, respectively. (5) Due to YCIH’s merger of YNJG by absorption, YNJG’s 73.18% equity interest in the Company was transferred to YCIH in March 2017. (6) On May 26, 2017, the shareholders’ general meeting of the Company unanimously passed the capital reduction plan to reduce the registered capital of the Company from RMB500,000,000 to RMB312,390,000 in accordance with the paid-up registered capital of each shareholder. On July 26, 2017, the Company’s registered capital was reduced from RMB500,000,000 to RMB312,390,000 with the shareholders and their respective shareholding percentages unchanged. (7) On December 22, 2017, the Company was converted into a joint stock limited company as a whole and renamed “YCIH Green High-Performance Concrete Company Limited.” As confirmed by our PRC Legal Advisers, the above capital changes and equity transfer of the Company have been legally performed and have been completed in compliance with relevant PRC laws and regulations; and the changes have been duly registered with relevant administration authorities for industry and commerce pursuant to applicable PRC laws and regulations. –96– THE DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” OF THE COVER OF THE DOCUMENT. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ESTABLISHMENT AND DEVELOPMENT OF OUR SUBSIDIARIES The Company had the following six subsidiaries as of the Latest Practicable Date. Baoshan Building Material Baoshan Building Material is a limited liability company established on January 21, 2015 and carrying out its business in the PRC. Its principal businesses include the research and development, production, sale, transport and pumping of commercial concrete; and the research and development, production and sales of prefabricated concrete components, new wall materials, admixtures, ready-mixed mortar and other building components, and concrete admixtures. It also provides technical consultation, technology research and development, technology transfer and technology services in the field of concrete. When Baoshan Building Material was established, YNJG held 50% of its equity interest, and Baoshan Yongchang Investment Development Co., Ltd. (保山市永昌投資開發有限公司), the predecessor of Yongchang Investment, held 50% of its equity interest. On January 22, 2017, YNJG transferred all of the equity interest it held in Baoshan Building Material to the Company as an in-kind capital contribution to the Company. As of the Latest Practicable Date, the registered capital of Baoshan Building Material was RMB26,000,000. The Company held a 50% equity interest and Yongchang Investment held a 50% equity interest in Baoshan Building Material. The total assets of Yongchang Investment as of December 31, 2018 was approximately RMB15,794.52 million. According to the Articles of Association of Baoshan Building Material, the Company is entitled to nominate three out of the five directors of Baoshan Building Material, while Yongchang Investment is entitled to nominate the remaining two directors, and it is agreed that such directors nominated by Yongchang Investment would act in concert with the directors nominated by the Company in exercising their voting power on certain major operating and management affairs of Baoshan Building Material at its board meetings as long as those affairs do not substantially compromise the interests of Yongchang Investment. Such arrangement had been agreed upon between the Company
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