History and Corporate Structure
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND CORPORATE STRUCTURE
OVERVIEW
Our history traced back to the establishment of our Predecessor Company in the PRC on 5 May 1993 as a limited liability company. Our Predecessor Company commenced the water supply service in Taizhou in December 1995.
Pursuant to the Founders Agreement, our Predecessor Company was converted into our Company, a joint stock company with limited liability, on 30 June 1999 and our registered capital was increased to RMB149.13 million through contribution of net assets of our Predecessor Company and cash by our Founders.
Our Company adopted its current name “Taizhou Water Group Co., Ltd.” (台州市水務集 團股份有限公司) on 23 May 2016.
KEY MILESTONES
Below sets out the key milestones of our business development:
May 1993 our Predecessor Company was established.
December 1995 our Predecessor Company commenced the business of water supply service
December 1996 the leading group of Huang-Jiao-Wen Joint Water Supply Project (黃椒温聯合供水指揮部) transferred the assets of Taizhou Water Supply System (Phase I)
June 1999 our Predecessor Company was converted into a joint stock limited liability company
[February 2004] participation in the construction of the Taizhou Water Supply System (Phase II) commenced
[December 2008] completion of the construction of the Taizhou Water Supply System (Phase II)
May 2015 our project proposal on the Taizhou Water Supply System (Phase III) was accepted by Taizhou DRC
February 2018 construction of the Taizhou Water Supply System (Phase III) commenced.
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April 2018 our project proposal on the Taizhou Water Supply System (Phase IV) was accepted by Taizhou DRC.
November 2018 construction of the Taizhou Water Supply System (Phase IV) commenced.
OUR CORPORATE DEVELOPMENT
The following sets forth the corporate history and changes in the shareholding composition of our Company.
Our Predecessor Company
Our Predecessor Company was established as a limited liability company in the PRC on 5 May 1993 with an initial registered capital of RMB65,415,000.
The following table sets forth the changes in registered capital and shareholders of our Predecessor Company since its establishment and up to the establishment of our Company: Registered share Shareholders and shareholding capital immediately percentage immediately Date Change after the change after the change
Upon – RMB65.415 million (i) Huangyan City Financial establishment Development Company* (黃岩市 財務開發公司) (48.52%) (ii) Jiaojiang Financial Development Company* (椒江市財務開發公司) (36.04%) (iii) Wenling Zeguo Economic Development Company* (溫嶺市澤國經濟開發公司) (15.44%)
January 1996 Transfer of equity interest in our RMB65.415 million (i) Taizhou Jiaojiang Infrastructure Predecessor Company by (36.04%) Huangyan City Financial (ii) Zhejiang Huangyan Financial Development Company to Development (28.00%) Zhejiang Huangyan Financial (iii) Taizhou Luqiao Financial Development and Taizhou Luqiao Development (20.52%) Financial Development (iv) Wenling Zeguo Economic Development Company (15.44%)
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Registered share Shareholders and shareholding capital immediately percentage immediately Date Change after the change after the change
1998 (i) Increase in registered capital RMB109.13 million (i) Taizhou Urban Construction by RMB43.715 million (30.24%) (ii) Transfer of equity interest in (ii) Zhejiang Huangyan Financial our Predecessor Company by Development (24.30%) Wenling Zeguo Economic (iii) Taizhou Jiaojiang Infrastructure Development Company to (20.25%) Taizhou Financial (iv) Taizhou Luqiao Financial Development Company* (台 Development (16.05%) 州市財務開發公司) (v) Taizhou Small Hydropower (iii) Contribution of capital by Service Station (9.16%) Taizhou Financial Development Company (iv) Transfer of equity interest in our Predecessor Company by Taizhou Financial Development Company to Taizhou Urban Construction (v) Transfer of equity interest in our Predecessor Company in the value of RMB10.0 million by Taizhou Jiaojiang Infrastructure to Taizhou Small Hydropower Service Station* (台州市小水電服務 站)
January 1999 Transfer of equity interest in our RMB109.13 million (i) Taizhou Urban Construction Predecessor Company by Taizhou (30.24%) Small Hydropower Service Station (ii) Zhejiang Huangyan Financial to Taizhou Hydropower(Note) Development (24.30%) (iii) Taizhou Jiaojiang Infrastructure (20.25%) (iv) Taizhou Luqiao Financial Development (16.05%) (v) Taizhou Hydropower (9.16%)
Note: Pursuant to the Decision in relation to the transfer of equity interest in Taizhou Water Supply Co., Ltd. to Taizhou Hydropower (Tai Shui Dian [1999] No. 12)《關於劃撥台州供水有限公司股份給台州市 ( 電力開發有限公司的決定》（台水電[1999]12號）) issued by the Taizhou Water Resources and Electric Power Bureau* (台州市水利電力局) on 14 January 1999, Taizhou Small Hydropower Service Station transferred its equity interest in the Predecessor Company to Taizhou Hydropower.
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Establishment of our Company
Pursuant to the Founders Agreement, the Founders agreed to convert our Predecessor Company into a joint stock limited liability company under the name of Zhejiang Taizhou Water Supply Co., Ltd.* (浙江台州供水股份有限公司) and the Founders shall contribute to the registered capital by way of cash or net assets of our Predecessor Company.
Upon obtaining approval by the then Securities Commission of the Zhejiang Provincial People’s Government* (浙江省人民政府證券委員會) in its Approval in relation to Establishment of Zhejiang Taizhou Water Supply Co., Ltd. (Zhe Zheng Wei [1999] No. 25) 《關於同意設立浙江台州供水股份有限公司的批覆》( (浙證委[1999]25號)) on 31 March 1999, our Predecessor Company was converted into a joint stock limited liability company on 30 June 1999 with an initial registered capital of RMB149,130,000, divided into 149,130,000 Shares with a par value of RMB1.00 each. The then entire registered capital was fully settled by our Founders in December 1998 in cash or net assets of our Predecessor Company based on its appraised value as of 30 November 1998.
The following table sets forth the details of our Founders’ contribution to the establishment of our Company: Number of Shareholding Name of Founders Shares held Contribution percentage
Taizhou Urban Construction 33,000,000 Net assets of our Predecessor 22.13% Company in the value of RMB33,000,000 Zhejiang Huangyan Financial 26,524,800 Net assets of our Predecessor 17.79% Development Company in the value of RMB26,524,800 Taizhou Jiaojiang 22,094,000 Net assets of our Predecessor 14.82% Infrastructure Company in the value of RMB22,094,000 Zhejiang Taixin 20,000,000 RMB20,000,000 in cash 13.41% Zhejiang Zhijiang 20,000,000 RMB20,000,000 in cash 13.41% Taizhou Luqiao Financial 17,511,200 Net assets of our Predecessor 11.74% Development Company in the value of RMB17,511,200 Taizhou Hydropower 10,000,000 Net assets of our Predecessor 6.70% Company in the value of RMB10,000,000
149,130,000 RMB149,130,000 100%
For further information of our Founders, please see the paragraph headed “Information of our Founders” below.
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Share transfers between 2002 and 2011
In September 2002, Taizhou Hydropower entered into a share transfer agreement with Taizhou Urban Construction, pursuant to which Taizhou Hydropower agreed to transfer its 6.70% shareholding interest in our Company to Taizhou Urban Construction at the price of RMB1.50 per share for a total consideration of RMB15,000,000, which was determined with reference to a valuation appraised by an independent valuer in the PRC. The transfer was completed in December 2003.
In September 2008, Zhejiang Zhijiang agreed to transfer (i) its 6.705% shareholding interest in our Company to Lipin Enterprise; and (ii) its 6.705% shareholding interest in our Company to Lanping Jinghong Investment Co., Ltd.* (蘭坪景鴻投資有限公司)(“Lanping Jinghong”). The consideration of each transfer was RMB10,000,000, which was determined with reference to the registered capital of the Company at the time of transfer, has been fully settled. The transfers were completed in October 2008.
In September 2010, Lanping Jinghong entered into a share transfer agreement with Qufeng Holdings, pursuant to which Lanping Jinghong agreed to transfer its 6.705% equity interest in our Company to Qufeng Holdings for a consideration of RMB9,999,166.50 which was determined after arm’s length negotiation.
In March 2011, Taizhou Luqiao Financial Development transferred its 11.74% shareholding interest in our Company to Taizhou Luqiao Public Assets. Taizhou Luqiao Financial Development and Taizhou Luqiao Public Assets were wholly state-owned enterprises controlled by the People’s Government of Luqiao District. The People’s Government of Luqiao District issued a confirmation letter on 19 April 2019 confirming that the transfer was a gratuitous transfer of state-owned shares which complied with the relevant PRC laws and regulations, and there is no dispute or potential dispute or other issue arising from the loss of state-owned assets.
The following table sets forth the shareholding structure of our Company upon completion of the above transfers: Number of Shareholding Name of Shareholders Shares held percentage
Taizhou Urban Construction 43,000,000 28.83% Zhejiang Huangyan Financial Development 26,524,800 17.79% Taizhou Jiaojiang Infrastructure 22,094,000 14.82% Zhejiang Taixin 20,000,000 13.41% Taizhou Luqiao Public Assets 17,511,200 11.74% Lipin Enterprise 10,000,000 6.705% Qufeng Holdings 10,000,000 6.705%
149,130,000 100%
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Capital increase in 2017
On 12 March 2017, a shareholders’ meeting of the Company was convened and resolved to increase the registered capital of our Company from RMB149,130,000 to RMB217,729,800. The additional capital of RMB68,599,800 was contributed by the undistributed profit of the Company. Our Company completed the registration of the above changes in registered capital with the Administration for Market Regulation of Taizhou and obtained the renewed business licence on 16 March 2017.
The following table sets forth the shareholding structure of our Company upon completion of the capital increase: Number of Shareholding Name of Shareholders Shares held percentage
Taizhou Urban Construction 62,780,000 28.83% Zhejiang Huangyan Financial Development 38,726,208 17.79% Taizhou Jiaojiang Infrastructure 32,257,240 14.82% Zhejiang Taixin 29,200,000 13.41% Taizhou Luqiao Public Assets 25,566,352 11.74% Lipin Enterprise 14,600,000 6.705% Qufeng Holdings 14,600,000 6.705%
217,729,800 100%
Demerger and subsequent change in registered capital in 2017
Since June 2000, in addition to our water supply business, we carried out property development and leasing business through two PRC subsidiaries, namely Zhejiang Mingji and Water Supply Hotel.
Zhejiang Mingji
Zhejiang Mingji was established as a limited liability company in the PRC on 5 June 2000. Prior to the Demerger, it was owned as to (i) 62.8% by our Company; (ii) 13.1% by Taizhou Huangyan Packing Co., Ltd.* (台州市黃岩包裝有限公司); (iii) 12.05% by Qufeng Holdings; and (iv) 12.05% by Lipin Enterprise. Zhejiang Mingji was principally engaged in property development business.
Water Supply Hotel
Water Supply Hotel was established in the PRC as a limited liability company on 15 December 2006. Prior to the Demerger, it was a wholly-owned subsidiary of the Company. Water Supply Hotel was principally engaged in property leasing business.
The Demerger
The businesses of Zhejiang Mingji and Water Supply Hotel are dissimilar with our core business and required different resources and expertise. Prior to the Demerger, save for a
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deputy general manager of our Company who also served as the chairman of Zhejiang Mingji, there was no overlapping of the board of directors and senior management between our Group, Zhejiang Mingji and Water Supply Hotel. In order to focus on our core business as a water supply service provider and to streamline the corporate structure of our Group, steps were taken by our Group to effect the Demerger in order to spin off the above businesses from our Company and for such businesses to be grouped under a new entity, namely Taizhou Development, which was established upon completion of the Demerger.
Taizhou SASAC approved the proposal to split our Company into two separate legal entities, namely our Company and Taizhou Development, in its Approval in relation to Demerger Proposal of Taizhou Water Supply Co., Ltd. (Tai Guo Zhi [2017] No. 55)《關於 ( 〈台州市水務集團股份有限公司分立方案〉的批覆》(台國資[2017]55號)) on 8 June 2017, pursuant to which our Company would retain the water supply business only and the new entity, namely Taizhou Development, would focus solely on the property development and leasing business. The registered capital of the two entities shall be calculated based on the book value of the identifiable assets and liabilities of the respective business as of 31 March 2017 as appraised by independent valuers in the PRC.
On 3 July 2017, a shareholders’ meeting of the Company was convened and resolved to undergo the Demerger. As a result of the Demerger, 62.8% shareholding interest in Zhejiang Mingji and the entire shareholding interest in Water Supply Hotel, together with the relevant assets and liabilities in the sums of RMB67,729,800 and nil, respectively, were allocated from our Group to the new entity, namely, Taizhou Development. Accordingly, the registered capital of our Company was reduced from RMB217,729,800 to RMB150,000,000.
Our Company completed the registration of the above changes in registered capital with the Administration for Market Regulation of Taizhou and obtained the renewed business licence on 25 August 2017. Taizhou Development was formally established on 28 August 2017 with a registered capital of RMB67,729,800. The main purpose of the Demerger is to exclude the property development and property leasing businesses from our Group. As of the Latest Practicable Date, our Controlling Shareholders were collectively interested in 42.24% equity interest of Taizhou Development.
Our Directors confirm that to the best of their knowledge after due and careful enquiry, prior to the Demerger, Zhejiang Mingji and Water Supply Hotel were not involved in any material legal proceedings or disputes, and they had complied with all applicable laws and regulations in all material respects in the PRC. Having considered the above, our Directors considered it to be in the interests of our Group to dispose of its interest in Zhejiang Mingji and Water Supply Hotel.
According to our PRC Legal Adviser, the Demerger had been properly and legally settled and completed, and all necessary approvals, consents and registrations from the relevant PRC authorities had been obtained.
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The following table sets forth the shareholding structure of our Company upon completion of the Demerger: Number of Shareholding Name of Shareholders Shares held percentage
Taizhou Urban Construction 43,250,855 28.83% Zhejiang Huangyan Financial Development 26,679,541 17.79% Taizhou Jiaojiang Infrastructure 22,222,893 14.82% Zhejiang Taixin 20,116,677 13.41% Taizhou Luqiao Public Assets 17,613,358 11.74% Lipin Enterprise 10,058,338 6.705% Qufeng Holdings 10,058,338 6.705%
150,000,000 100%
Share transfer from Lipin Enterprise to Lipin Sanmin in 2018
On 26 September 2018, Lipin Enterprise entered into a share transfer agreement with its wholly-owned subsidiary, Lipin Sanmin, pursuant to which Lipin Enterprise agreed to transfer its 6.705% shareholding interest in our Company to Lipin Sanmin for a consideration of RMB10,058,338, which was determined with reference to the registered capital of the Company at the time of transfer. The said consideration was fully settled by Lipin Sanmin in January 2019.
The following table sets forth the shareholding structure of our Company upon completion of the above transfer: Number of Shareholding Name of Shareholders Shares held percentage
Taizhou Urban Construction 43,250,855 28.83% Zhejiang Huangyan Financial Development 26,679,541 17.79% Taizhou Jiaojiang Infrastructure 22,222,893 14.82% Zhejiang Taixin 20,116,677 13.41% Taizhou Luqiao Public Assets 17,613,358 11.74% Lipin Sanmin 10,058,338 6.705% Qufeng Holdings 10,058,338 6.705%
150,000,000 100%
Disposal of non-core business
To further streamline our Group’s organisational structure and to focus on our core business, our Company disposed of the entire interest in two other PRC subsidiaries, namely Taizhou Modern Construction and Zhejiang Taizhou Landscape, in November 2018.
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Taizhou Modern Construction
Taizhou Modern Construction was established as a limited liability company in the PRC on 5 September 2000 and prior to the disposal, it was wholly-owned by our Company. Taizhou Modern Construction was principally engaged in construction of public works. Since the business of Taizhou Modern Construction was unrelated to the core business of our Group and our Group intended to focus on our core business of provision of water supply services, on 7 November 2018, our Company transferred its entire interest in Taizhou Modern Construction to Taizhou Development at a consideration of RMB7,020,000 through the open bidding process conducted by the Taizhou Property and Right Exchange Co., Ltd.* (台州市產權交易 所有限公司). The consideration was determined with reference to the net asset value of Taizhou Modern Construction as appraised by independent valuers in the PRC in the sum of RMB7,017,029.01 and was fully settled in November 2018. The transfer was completed on 15 November 2018.
Our Directors confirm that to the best of their knowledge after due and careful enquiry, prior to the Disposal, Taizhou Modern Construction was not involved in any material legal proceedings or disputes, and it had complied with all applicable laws and regulations in all material respects in the PRC. Having considered the above, our Directors considered it to be in the interests of our Group to dispose of its interest in Taizhou Modern Construction.
Our PRC Legal Adviser has confirmed that the above disposal was properly and legally completed and settled and all necessary approvals, consents and registrations from the relevant PRC authorities have been obtained and completed.
Zhejiang Taizhou Landscape
Zhejiang Taizhou Landscape was established in the PRC as a limited liability company on 28 June 1993 and prior to the disposal, it was wholly-owned by our Company. Zhejiang Taizhou Landscape was principally engaged in design, construction and maintenance of landscape projects and construction of public works. Since the business of Zhejiang Taizhou Landscape was unrelated to the core business of our Group and our Group intended to focus on our core business of provision of water supply services, on 7 November 2018, the Company transferred its entire interest in Zhejiang Taizhou Landscape to Taizhou Development at a consideration of RMB12,670,000 through the open bidding process conducted by the Taizhou Property and Right Exchange Co., Ltd.. The consideration was determined with reference to the net asset value of Zhejiang Taizhou Landscape as appraised by independent valuers in the PRC in the sum of RMB12,661,048.96 and was fully settled in November 2018. The transfer was completed on 15 November 2018.
Our Directors confirm that to the best of their knowledge after due and careful enquiry, prior to the Disposal, Zhejiang Taizhou Landscape was not involved in any material legal proceedings or disputes, and it had complied with all applicable laws and regulations in all material respects in the PRC. Having considered the above, our Directors considered it to be in the interests of our Group to dispose of its interest in Zhejiang Taizhou Landscape.
Our PRC Legal Adviser has confirmed that the above disposal was properly and legally completed and settled and all necessary approvals, consents and registrations from the relevant PRC authorities have been obtained and completed.
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OUR SUBSIDIARIES
The following sets forth the details and changes in the shareholding composition of the major subsidiaries which are material to our Group’s performance.
1. Taizhou City Water
Taizhou City Water is principally engaged in the operation and management of water treatment projects of the Taizhou Water Supply System (Phase II) and possesses the health permit (衛生許可證). It was established as a limited liability company in the PRC on 30 September 2003 with an initial registered capital of RMB30.0 million.
The following table sets forth the changes in registered capital and shareholders of Taizhou City Water since its establishment and up to the Latest Practicable Date: Registered share Shareholders and capital immediately shareholding percentage Date Change after the change immediately after the change
Upon – RMB30.0 million (i) Our Company (62%) establishment (ii) Wenling City Construction Integrated Development Co., Ltd.* (溫嶺市城市建設綜合開 發有限責任公司) (“Wenling City Construction”) (18%)(Note) (iii) Taizhou Jiaojiang Infrastructure (10%) (iv) Taizhou Luqiao Public Assets (10%) April 2005 Increase in registered capital RMB100.0 million (i) Our Company (62%) by RMB70.0 million (ii) Wenling City Construction (18%)(Note) (iii) Taizhou Jiaojiang Infrastructure (10%) (iv) Taizhou Luqiao Public Assets (10%)
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Registered share Shareholders and capital immediately shareholding percentage Date Change after the change immediately after the change
July 2011 Transfer of equity interest in RMB100.0 million (i) Our Company (82%) Taizhou City Water by (i) (ii) Wenling Water Supply Taizhou Jiaojiang (18%) Infrastructure and Taizhou Luqiao Public Assets to our Company (the “First Transfer”); and (ii) Wenling City Construction to Wenling Water Supply (the “Second Transfer”) September Increase in registered capital RMB220.0 million (i) Our Company (82%) 2011 by RMB120.0 million (ii) Wenling Water Supply (18%)
Note: Wenling City Construction is a wholly state-owned enterprise which is in turn owned by the Finance Bureau of Wenling City* (溫嶺市財政局) and is an Independent Third Party.
As advised by our PRC Legal Adviser, (i) the share transfer agreement in relation to the First Transfer has not been approved by the SASAC and no valuation appraised by independent valuers was undertaken; and (ii) records of approvals for the Second Transfer could not be located. According to the confirmation letter issued by Taizhou SASAC on 30 May 2019, the First Transfer, being a transfer between two state-owned enterprises, was legal and valid and did not give rise to any loss of state-owned assets. Taizhou SASAC further confirmed that the Second Transfer was a gratuitous transfer of state-owned shares which complied with the relevant PRC laws and regulations. Based on the above, our PRC Legal Adviser is of the view that the possibility of the above transfers being revoked is low and the defects of the above transfers have no material adverse impact on Taizhou City Water’s shareholding structure and will not result in any material legal non-compliance by our Group.
2. Binhai Water
Binhai Water is principally engaged in the construction, operation and management of water diversion projects in Taizhou. It was established as a limited liability company in the PRC on 7 June 2016 with an initial registered capital of RMB50.0 million. Upon its establishment, Binhai Water was held to 51% and 49% by our Company and Taizhou City Water, a subsidiary of our Company, respectively.
Pursuant to a shareholders’ resolution dated 22 September 2016, the registered capital of Binhai Water was increased from RMB50.0 million to RMB100.0 million. The additional capital of RMB50.0 million was contributed by cash contribution of RMB25.5 million and RMB24.5 million by our Company and Taizhou City Water, respectively, and was fully settled in September 2016.
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3. Wenling Zeguo Water Supply
Wenling Zeguo Water Supply is principally engaged in the construction, operation and management of water diversion projects in Zeguo, Taizhou and possesses the health permit (衛生許可證). It was established as a limited liability company in the PRC on 9 November 2006 with an initial registered capital of RMB15.0 million. Since its establishment, Wenling Zeguo Water Supply has been held as to 100% by our Company.
Pursuant to a shareholders’ resolution dated 30 November 2009, the registered capital of Wenling Zeguo Water Supply was increased from RMB15.0 million to RMB30.0 million. The additional capital of RMB15.0 million was contributed by the Company by cash and was fully settled in November 2009.
4. Taizhou South Bay Water Supply
Taizhou South Bay Water Supply is principally engaged in the construction, operation and management of water diversion projects in Yuhuan, Taizhou. It was established as a limited liability company in the PRC on 13 March 2018 with an initial registered capital of RMB50.0 million. Upon its establishment, Taizhou South Bay Water Supply was held as to 60% and 40% by the Company and Yuhuan Water Group, respectively.
Pursuant to a shareholders’ resolution dated 30 August 2018, the registered capital of Taizhou South Bay Water Supply was increased from RMB50.0 million to RMB100.0 million. The additional capital of RMB50.0 million was contributed by cash contribution of RMB30.0 million and RMB20.0 million by our Company and Yuhuan Water Group, respectively, and was fully settled in October 2018.
5. Taizhou Environmental Development
Taizhou Environmental Development is principally engaged in investment in and development of waste incineration and waste treatment projects in the PRC. It was established as a limited liability company in the PRC on 5 September 2018 with an initial registered capital of RMB10.0 million. Since its establishment, Taizhou Environmental Development has been held as to 100% by our Company.
CONFIRMATION FROM OUR PRC LEGAL ADVISER
Our PRC Legal Adviser has advised that (i) all applicable regulatory approvals and consents have been obtained and the establishment, transfer of equity interests and increase in registered capital in respect of our Company and our subsidiaries were legally and properly completed; and (ii) each of our Company and our subsidiaries is a company duly established and validly existing under the relevant PRC laws and regulations.
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INFORMATION OF OUR FOUNDERS
The following sets forth the details of our Founders.
1. Taizhou Urban Construction
Taizhou Urban Construction is principally engaged in investment and management of infrastructure construction projects and operation of state-owned assets.
Taizhou Urban Construction is a wholly state-owned enterprise established in the PRC with limited liability on 13 November 1998. As of the Latest Practicable Date, it was owned as to 80% and 20% by Taizhou SCOG and Taizhou Financial Investment, which was in turn wholly-owned by Taizhou SCOG, respectively. Taizhou SCOG was wholly-owned by Taizhou SASAC.
As of the Latest Practicable Date, Taizhou Urban Construction directly held 28.83% shareholding interest in our Company.
2. Zhejiang Huangyan Financial Development
Zhejiang Huangyan Financial Development is principally engaged in provision of loans, joint ventures and trust investments.
Zhejiang Huangyan Financial Development is a wholly people-owned enterprise (全民所 有制企業) established in the PRC on 12 April 1993. As of the Latest Practicable Date, it was wholly-owned by Huangyan SAOG, which was in turn wholly-owned by Huangyan Finance Bureau.
As of the Latest Practicable Date, Zhejiang Huangyan Financial Development directly held 17.79% shareholding interest in our Company.
3. Taizhou Jiaojiang Infrastructure
Taizhou Jiaojiang Infrastructure is principally engaged in investment and management of infrastructure construction projects and operation of state-owned assets.
Taizhou Jiaojiang Infrastructure is a wholly state-owned enterprise established in the PRC with limited liability on 12 March 1996. As of the Latest Practicable Date, it was wholly-owned by Jiaojiang Finance Bureau.
As of the Latest Practicable Date, Taizhou Jiaojiang Infrastructure directly held 14.82% shareholding interest in our Company.
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4. Zhejiang Taixin
Zhejiang Taixin is principally engaged in asset management, corporate management services and financial advisory and consulting services.
Zhejiang Taixin is a limited liability company established in the PRC on 9 May 2002. As of the Latest Practicable Date, it was owned as to 60% and 40% by Zheshang Asset Management and Taizhou SAIG, respectively. Please refer to the paragraph headed “Shareholding and corporate structure — Our shareholding structure immediately following the completion of the [REDACTED]” in this section for details of the background of Zheshang Asset Management and Taizhou SAIG.
As of the Latest Practicable Date, Zhejiang Taixin directly held 13.41% shareholding interest in our Company.
5. Zhejiang Zhijiang
Prior to its deregistration on 1 September 2015, Zhejiang Zhijiang was principally engaged in property development.
Zhejiang Zhijiang is a limited liability company established in the PRC on 29 July 1994. Zhejiang Zhijiang ceased to be our Shareholder in September 2008 by transferring all its 13.41% shareholding interest in our Company to Lipin Enterprise and Lanping Jinghong. Please refer to the paragraph headed “Our corporate development — Share transfers between 2002 and 2011” in this section for details of the transfer.
6. Taizhou Luqiao Financial Development
Taizhou Luqiao Financial Development is principally engaged in property investment.
Taizhou Luqiao Financial Development is a wholly state-owned enterprise established in the PRC with limited liability on 10 March 1996. Taizhou Luqiao Financial Development ceased to be our Shareholder in March 2011 by transferring all its 11.74% shareholding interest in our Company to Taizhou Luqiao Public Assets. Please refer to the paragraph headed “Our corporate development — Share transfers between 2002 and 2011” in this section for details of the transfer.
7. Taizhou Hydropower
Taizhou Hydropower is principally engaged in development and management of water supply and hydropower projects.
Taizhou Hydropower is a wholly state-owned enterprise established in the PRC with limited liability on 20 January 1999. Taizhou Hydropower ceased to be our Shareholder in December 2003 by transferring all its 6.70% shareholding interest in our Company to Taizhou Urban Construction. Please refer to the paragraph headed “Our corporate development — Share transfers between 2002 and 2011” in this section for details of the transfer.
– 108 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND CORPORATE STRUCTURE
INFORMATION OF OUR EXISTING SHAREHOLDERS
As of the Latest Practicable Date, the shareholding interest in our Company was held by Taizhou Urban Construction, Zhejiang Huangyan Financial Development, Taizhou Jiaojiang Infrastructure, Zhejiang Taixin, Taizhou Luqiao Public Assets, Qufeng Holdings and Lipin Sanmin.
The following sets forth the details of our existing Shareholders who are not our Founders:
1. Taizhou Luqiao Public Assets
Taizhou Luqiao Public Assets is principally engaged in investment in infrastructure construction projects, construction of state-invested projects and sale of building materials.
Taizhou Luqiao Public Assets is a wholly state-owned enterprise established in the PRC with limited liability on 29 June 1998. As of the Latest Practicable Date, it was wholly-owned by Luqiao SAAC.
As of the Latest Practicable Date, Taizhou Luqiao Public Assets directly held 11.74% shareholding interest in our Company.
2. Qufeng Holdings
Qufeng Holdings is principally engaged in industrial investment.
Qufeng Holdings is a limited liability company established in the PRC on 19 August 2010. As of the Latest Practicable Date, it was owned as to 80% and 20% by Mr. Yang Yide (楊義德) and Mr. Yang Feng (楊峰), respectively. Mr. YangYide is a non-executive Director of our Company and Mr. Yang Feng is an Independent Third Party.
As of the Latest Practicable Date, Qufeng Holdings directly held 6.705% shareholding interest in our Company.
3. Lipin Sanmin
Lipin Sanmin is principally engaged in design, production and agency of advertisements, public relations and marketing activities.
Lipin Sanmin is a limited liability company established in the PRC on 2 December 2009. As of the Latest Practicable Date, it was owned as to 90% and 10% by Lipin Enterprise and Shanghai Measure Real Estate Co., Ltd. (上海力品置業有限公司), a wholly-owned subsidiary of Lipin Enterprise, respectively. Lipin Enterprise was owned as to 99.7% and 0.3% by Mr. Ying Wenhua (應文華) and Mr. Xu Qiufu (許秋甫), respectively. Mr. Ying Wenhua and Mr. Xu Qiufu are Independent Third Parties.
As of the Latest Practicable Date, Lipin Sanmin directly held 6.705% shareholding interest in our Company.
– 109 – SHAREHOLDING AND CORPORATE STRUCTURE DOCUMENT THIS READ OF BE COVER MUST INFORMATION THE THE ON THAT “WARNING” AND CHANGE HEADED TO SECTION SUBJECT THE AND WITH INCOMPLETE FORM, CONJUNCTION DRAFT IN IN IS DOCUMENT THIS
Our shareholding structure immediately prior to the [REDACTED]
The following chart sets forth our shareholding structure as of the Latest Practicable Date: ITR N OPRT STRUCTURE CORPORATE AND HISTORY
Zhejian gInternational Hongxin Yuanzhan Caitong Mr. Ying Mr. Xu Business Gropu Enterprise Innovation Investment Wenhua Qiufu Co., Ltd.(1) Management Co., Ltd.* Co., Ltd.* Taizhou SASAC (浙江省國際貿易 (宏信遠展企業管理 (財通創新投資 (2) (3) 集團有限公司) 有限公司) 有限公司) 99.7% 0.3% 100% 69.16% 10.03% 20.81% Huangyan Mr. Yang Mr. Yang Yide Taizhou SCOG Finance Feng Lipin Enterprise Zheshang 90%(4) Bureau Asset 100% Management Taizhou Financial 100% Taizhou SAIG Investment 80% 20% Huangyan Jiaojiang Luqiao Shanghai Measure SAOG Finance Bureau SAAC Real Estate 60% 40% 80% 20% Co., Ltd. 100% 1 – 110 – 100% 100% 10% 90% Taizhou Zhejiang Huangyan Taizhou Jiaojiang Taizhou Luqiao Zhejiang Taixin Urban Financial Qufeng Holdings Lipin Sanmin Infrastructure Public Assets Construction Development
13.41% 28.83% 17.79% 14.82% 11.74% 6.705% 6.705%
OUR COMPANY
100% 100% 60%(5) 82%(6)
Wenling Zeguo Taizhou Environmental Taizhou South Bay Taizhou City Water Water Supply Development Water Supply
49% 51%
Binhai Water THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND CORPORATE STRUCTURE
Notes:
(1) The 100% equity interest in Zhejiang International Business Group Co., Ltd is directly owned by the State-owned Assets Supervision and Administration Commission of Zhejiang Province* (浙江省人民政府國 有資產監督管理委員會), which is a PRC Government Body.
(2) Hongxin Yuanzhan Enterprise Management Co., Ltd. is an indirect wholly-owned subsidiary of Far East Horizon Ltd., a company listed on the Stock Exchange (stock code: 3360), and is an Independent Third Party.
(3) Caitong Innovation Investment Co., Ltd. (formerly known as Zhejiang Caitong Innovation Investment Co., Ltd.* (浙江財通創新投資有限公司)) is a wholly-owned subsidiary of Caitong Securities Co.,Ltd., a company listed on the Shanghai Stock Exchange (stock code: 601108), and is an Independent Third Party.
(4) The remaining 10% equity interest in Taizhou SAIG is owned by Zhejiang Financial Development Corporation* (浙江省財務開發公司), a wholly state-owned enterprise which is in turn owned by Zhejiang Provincial Department of Finance (浙江省財政廳).
(5) The remaining 40% equity interest in Taizhou South Bay Water Supply is owned by Yuhuan Water Group.
(6) The remaining 18% equity interest in Taizhou City Water is owned by Wenling Water Supply.
– 111 – Our shareholding structure immediately following the completion of the [REDACTED] DOCUMENT THIS READ OF BE COVER MUST INFORMATION THE THE ON THAT “WARNING” AND CHANGE HEADED TO SECTION SUBJECT THE AND WITH INCOMPLETE FORM, CONJUNCTION DRAFT IN IN IS DOCUMENT THIS
The following chart sets forth our shareholding structure immediately following the completion of the [REDACTED] (assuming that the [REDACTED] is not exercised):
Zhejian gInternational Hongxin Yuanzhan Caitong
Mr. Ying Mr. Xu STRUCTURE CORPORATE AND HISTORY Business Gropu Enterprise Innovation Wenhua Qiufu Co., Ltd.(1) Management Co., Ltd. * Investment Co., Ltd.* Taizhou SASAC (浙江省國際貿易 (宏信遠展企業管理 (財通創新投資 集團有限公司) 有限公司(2)) 有限公司(3)) 99.7% 0.3% 100% 69.16% 10.03% 20.81% Huangyan Mr. Yang Mr. Yang Finance Yide Feng Taizhou SCOG Bureau Lipin Enterprise Zheshang 90%(4) 100% Asset 100% Management Taizhou Financial 100% Taizhou SAIG 80% 20% Investment Shanghai Measure Huangyan Jiaojiang Luqiao Real Estate SAOG Finance Bureau SAAC 60% 40% 80% 20% Co., Ltd. 100% 100% 100% 10% 90%
Taizhou Zhejiang Huangyan Public 1 – 112 – Taizhou Jiaojiang Taizhou Luqiao Zhejiang Taixin Urban Financial Qufeng Holdings Lipin Sanmin shareholders of Infrastructure Public Assets Construction Development H Shares
[REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]%
OUR COMPANY
100% 100% 60%(5) 82%(6)
Wenling Zeguo Taizhou Environmental Taizhou South Bay Taizhou City Water Water Supply Development Water Supply
49% 51%
Binhai Water
Notes:
(1) – (6) Please refer to the details contained in the preceding pages.