Beijing Anjie (Shanghai) law firm
about
Of Pku Healthcare Corp.Ltd(000788) acquisition Report
Special legal opinion
February, 2002
Part I: Interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Acquisition report refers to the Pku Healthcare Corp.Ltd(000788) acquisition report
This legal opinion refers to the special legal opinion of Beijing Anjie (Shanghai) law firm on the acquisition report of Pku Healthcare Corp.Ltd(000788) Co., Ltd
Purchaser / Peking University medical management refers to Peking University Medical Management Co., Ltd
reason
Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd. will become the indirect controlling shareholder of the acquirer after the implementation of the restructuring plan according to the agreement on restructuring Ping An Life investment
Listed company / Pku Healthcare Corp.Ltd(000788) refers to Pku Healthcare Corp.Ltd(000788)
Peking University Medical refers to Peking University Medical Industry Group Co., Ltd
Founder group refers to Peking University Founder Group Co., Ltd
HUAFA group refers to Zhuhai HUAFA Group Co., Ltd. (on behalf of Zhuhai state owned assets)
Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. will become the indirect controlling shareholder of the acquirer after the implementation of the reorganization plan according to the reorganization investment agreement of Ping An group
Tefa group refers to Shenzhen tefa Group Co., Ltd
Xinfangzheng holding Development Co., Ltd. will become the controlling shareholder of the acquirer after the implementation of the reorganization plan according to the capital allocation agreement of restructuring investment xinfangzheng group
Peking University Founder Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd., Peking University Medical Industry Group Co., Ltd., Peking University Resources Group Co., Ltd. and founder Industry Holding Co., Ltd
The reorganization plan refers to the reorganization plan of five companies including Peking University Founder Group Co., Ltd
This reorganization of Peking University Founder Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd. / substantive merger and reorganization of Founder group index group Co., Ltd., Peking University Medical Industry Group Co., Ltd., Beizhong Zhengda Resources Group Co., Ltd. and founder Industry Holding Co., Ltd
Manager refers to the manager of Peking University Founder Group Co., Ltd
This transaction / acquisition refers to one link of Ping An Life's participation in the reorganization of Founder group. The acquirer will obtain Pku Healthcare Corp.Ltd(000788) 240685209 shares according to the reorganization plan ruled by the court
This equity change refers to the acquisition of Pku Healthcare Corp.Ltd(000788) 240685209 shares by the purchaser
The restructuring investment agreement between the manager of Peking University Founder Group Co., Ltd. and Zhuhai HUAFA Group Co., Ltd. (on behalf of Zhuhai state-owned assets), Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd. and Shenzhen shenchao Technology Investment Co., Ltd. refers to the restructuring investment agreement between the company and Peking University Founder Group Co., Ltd Restructuring investment agreement of Peking University Founder Information Industry Group Co., Ltd., Peking University Medical Industry Group Co., Ltd., Peking University Resources Group Co., Ltd. and founder Industry Holding Co., Ltd
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
CSRC refers to the China Securities Regulatory Commission
China Banking and Insurance Regulatory Commission refers to the Bank Of China Limited(601988) Insurance Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Beijing No. 1 Intermediate People's court refers to the first intermediate people's Court of Beijing Municipality
Beijing Anjie (Shanghai) law firm
People's Republic of China (for the purpose of this legal opinion only, China means excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region)
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: unless otherwise specified, all values in this legal opinion retain two decimal places. If the sum of the values of each sub item is inconsistent with the mantissa of the total, it is caused by rounding.
Beijing Anjie (Shanghai) law firm
On Pku Healthcare Corp.Ltd(000788) acquisition Report
Special legal opinion
To: Peking University Medical Management Co., Ltd
Entrusted by Peking University medical management, the exchange has issued this legal opinion on matters related to the acquisition report prepared by Peking University Medical Management for this acquisition in accordance with the company law, securities law, acquisition management measures and other relevant laws, regulations, normative documents and the articles of association.
For this legal opinion, our lawyer declares as follows:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents and public information issued by relevant government departments, companies or relevant units to issue legal opinions.
3. Our lawyers only express legal opinions on matters related to this acquisition, and will not express opinions on professional matters such as accounting, auditing, finance and asset evaluation. If the data and conclusions in accounting, audit, finance, asset evaluation and other documents are quoted in this legal opinion, it does not mean that our lawyers make any express or implied guarantee for the accuracy and completeness of such data and conclusions. We are not authorized or authorized to comment on other professional matters involved in the acquisition of Peking University medical management.
4. We have obtained the following guarantee from Peking University Medical Management: Peking University medical management has provided our lawyers with all documents necessary for issuing this legal opinion. All documents are true, complete, legal and effective. Copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
Our lawyers agree to take this legal opinion as the necessary legal document for this acquisition, disclose it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
This legal opinion is only for the purpose of this acquisition of Peking University medical management, and shall not be used for any other purpose without the written consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issue the following legal opinions:
Part II: Text
1、 Basic information of the purchaser
(I) basic information of the purchaser
According to the current valid business license of Peking University medical management and the inquiry of our lawyers in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the basic information of Peking University medical management is as follows:
Name: Peking University Medical Management Co., Ltd
Unified social credit code 91440400ma57cn9m85
Legal representative: Du Peng
Registered capital: 300 million yuan
Registered address: 3011, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai
Company type other limited liability companies
Date of establishment: October 29, 2021
General items: hospital management; Health consulting services (excluding diagnosis and treatment services); Remote health management services; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Financial consultation; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Medical research and experimental development; Sales of class II medical devices; Production of protective articles for medical staff (class I medical devices); Sales of class I medical devices; Production of class I medical devices; Engaging in investment activities with its own funds; Information technology consulting services; Data processing and storage support services; Internet data services; Data processing services; Information system integration service; Sales of electronic products; Hardware products are sold within the scope of business; Wholesale of hardware products; Sales of mechanical equipment; Sales of daily necessities; Retail of sporting goods and equipment; Retail of computer software, hardware and auxiliary equipment; Mechanical equipment leasing; Import and export of goods; Technology import and export; Import and export agency; Information system operation and maintenance services; Engineering management services; Internet sales (except sales of goods requiring license). (except for the items that must be approved according to law, carry out business activities independently according to law with the business license) licensed items: production of protective articles for medical staff (class II medical devices); Class III medical device business; Production of class II medical devices; Production of class III medical devices. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Long term operation
According to the articles of association of Peking University medical management and verified by our lawyers, as of the date of issuance of this legal opinion, Peking University medical management does not need to be terminated in accordance with relevant laws, regulations, normative documents and the articles of association.
(II) controlling shareholders and actual controllers of the acquirer
According to the written statement of Peking University medical management and the verification of our lawyers, as of the date of this legal opinion, Peking University Medical, Peking University Founder Information Industry Group Co., Ltd. and founder Industry Holding Co., Ltd. hold 98.00%, 1.50% and 0.50% equity of the acquirer Peking University medical management respectively. The equity structure diagram is as follows:
According to the reorganization plan ruled by the court, after the subsequent equity transfer, xinfangzheng group will hold 100% equity of Peking University medical management and become the controlling shareholder of Peking University medical management. Ping An Life, HUAFA group (on behalf of Zhuhai state-owned assets) and the shareholding platform of equity conversion creditors will hold 66.507%, 28.503% and 4.99% equity of xinfangzheng group respectively.
Therefore, after the above equity transfer, the equity structure of Peking University medical management is as follows:
Note: after the implementation of the reorganization plan, Ping An Life and HUAFA group (on behalf of Zhuhai state-owned assets) will respectively adopt the established SPV and creditors will adopt the shareholding
