China International Capital Corporation Limited(601995)
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Pku Healthcare Corp.Ltd(000788) acquisition Report
Financial advisory report
Name of listed company: Pku Healthcare Corp.Ltd(000788)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Pku Healthcare Corp.Ltd(000788)
Stock Code: 000788
Purchaser’s Financial Advisor:
27th floor and 28th floor, building 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
February 2022
catalogue
Section 1 special statement Section 2 interpretation Section III Financial Advisor’s commitment Section IV verification opinions of the financial advisor eight
1、 Verification of the contents of the acquisition report eight
2、 Verification of the purchaser’s purpose of this acquisition 8 III. verification of the purchaser’s subject qualification, economic strength, management ability, other additional obligations and integrity records 9
(I) subject qualification of the purchaser nine
(II) the economic strength of the acquirer ten
(III) the management ability of the acquirer eleven
(IV) other additional obligations of the purchaser eleven
(V) the purchaser’s integrity record twelve
4、 Counseling for acquirers V. verification of the acquirer’s equity control structure and the way in which the controlling shareholder and actual controller dominate the acquirer
…… twelve
6、 Verification of the source of funds and legitimacy of the acquirer’s acquisition fourteen
7、 Verification of the purchaser’s payment of acquisition consideration with securities fourteen
8、 Verification of the authorization and approval of the acquirer fourteen
(I) relevant procedures performed in this acquisition fourteen
(II) relevant procedures to be performed in this acquisition fifteen
9、 Verification of transitional arrangements sixteen
10、 Verification of the acquirer’s follow-up plan 16 (I) whether to change the main business of the listed company or make changes to the main business of the listed company in the next 12 months
Major adjustments 16 (II) whether it plans to sell, merge, joint venture or cooperate with others on the assets and businesses of the listed company or its subsidiaries in the next 12 months, or whether the listed company plans to purchase or replace assets sixteen
(III) adjustment plan for current directors and senior managers of listed companies sixteen
(IV) plans for amending the articles of association of listed companies seventeen
(V) plan for modifying the existing employee employment plan of the listed company seventeen
(VI) whether the dividend policy of listed companies has been significantly adjusted seventeen
(VII) other plans that have a significant impact on the business and organizational structure of the listed company 17 Xi. Verification of the impact of this acquisition on the operating independence and sustainable development of the listed company seventeen
(I) the impact of this acquisition on the independence of listed companies eighteen
(II) the impact of this acquisition on the horizontal competition of listed companies nineteen
(III) impact of this acquisition on related party transactions of listed companies 19 XII. Verification of restrictions on the rights of the acquisition object and other compensation arrangements other than the acquisition price 20 XIII. Verification of major transactions between the acquirer and its main principals and the listed company 20 14. In this transaction, the acquirer and financial consultant do not directly or indirectly hire other third parties with compensation 21 XV. This acquisition is exempt from making an offer in accordance with the provisions of the acquisition management measures twenty-one
Section I special statement
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this financial advisory report.
China International Capital Corporation Limited(601995) acted as the financial advisor for the acquisition of Pku Healthcare Corp.Ltd(000788) by Peking University Medical Management Co., Ltd., and issued this financial advisor report on the acquisition.
The financial advisory report is issued after careful investigation in accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and other laws and regulations, in accordance with the recognized business standards and ethics in the industry, and on the principle of good faith and diligence. As the financial adviser of this acquisition, China International Capital Corporation Limited(601995) put forward the financial advisory opinion on the assumption that all parties to this acquisition fully perform all their responsibilities in accordance with the terms and commitments of relevant agreements. The financial advisor hereby makes the following statement:
1. The documents, materials and other relevant materials on which the financial advisory report is based are provided by the purchaser. The purchaser has guaranteed that all written materials, documents or oral testimony provided by it on which the financial advisory report is based are true, accurate, complete and timely, and there are no major omissions, false records or misleading statements Take full responsibility for timeliness and legitimacy.
2. The financial advisor’s report does not constitute any investment suggestion for Pku Healthcare Corp.Ltd(000788) . The financial advisor will not bear any responsibility for the corresponding risks arising from any investment decision made by the investor according to the financial advisor’s report.
3. Based on the principles of good faith and diligence, the financial consultant has followed the working procedures specified in the practice rules to express his opinions on the relevant contents of the acquisition report and its abstract. The contents of his opinions are limited to the contents listed in the main body of the acquisition report and its abstract, unless otherwise required by the CSRC, It does not comment on other aspects related to this acquisition.
4. For the facts that are important to the financial consultant’s report and cannot be supported by independent evidence or need legal, audit and other professional knowledge to identify, the financial consultant makes judgment based on the opinions, instructions and other documents issued by relevant government departments, law firms, accounting firms and other relevant units.
5. The financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor’s report and make any explanation or explanation to the financial advisor’s report.
6. The financial advisor mainly reminds investors to carefully read the acquisition report and the publicly disclosed information about the acquisition.
Section II interpretation
In this financial advisory report, unless otherwise specified, the following terms have the following specific meanings:
Acquisition report refers to the Pku Healthcare Corp.Ltd(000788) acquisition report
This financial advisory report refers to the financial advisory report of China International Capital Corporation Limited(601995) on Pku Healthcare Corp.Ltd(000788) acquisition report
Financial Consultant / Purchaser of CICC China International Capital Corporation Limited(601995) company / manager of Peking University Medical Management Co., Ltd
Ping An Life refers to Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd., which will become the indirect controlling shareholder of the acquirer after the implementation of the reorganization plan according to the reorganization investment agreement
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 group refers to Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. according to the restructuring investment agreement, after the implementation of the restructuring plan, it will become the indirect controlling shareholder of the acquirer
Tefa group refers to Shenzhen tefa Group Co., Ltd
Manager refers to the manager of Peking University Founder Group Co., Ltd
Xinfangzheng group refers to xinfangzheng holding Development Co., Ltd., which will become the controlling shareholder of the acquirer after the implementation of the reorganization plan according to the reorganization investment agreement
Peking University Founder Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd. and the main body of North reorganization refer to 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 / substantial merger and reorganization of Founder group, Peking University Founder Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd., Beizhong Zhengzhi Medical Industry Group Co., Ltd., Peking University Resources Group Co., Ltd. and founder Industry Holding Co., Ltd
As one link of Ping An Life’s participation in the reorganization of Founder group, the acquisition of this transaction means that the person will obtain 240685209 shares of Pku Healthcare Corp.Ltd(000788) Co., Ltd. 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 refers to the restructuring investment agreement between science and Technology Investment Co., Ltd. and Peking University Founder Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd Restructuring investment agreement of Peking University Medical Industry Group Co., Ltd., Peking University Resources Group Co., Ltd. and founder Industry Holding Co., Ltd
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies, and the CSRC / CSRC refers to the China Securities Regulatory Commission
CBRC refers to the Bank Of China Limited(601988) Insurance Regulatory Commission
Beijing No. 1 Intermediate People’s court refers to the first intermediate people’s Court of Beijing Municipality
Note: unless otherwise specified, all values in this financial advisory report are kept to 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.
Section III Financial Advisor commitment
1. Have fulfilled the obligation of due diligence in accordance with the provisions, and have sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the acquisition report and its summary issued by the acquirer;
2. Have checked the acquisition report and its abstract issued by the purchaser, and are sure that the content and format of the acquisition report and its abstract issued comply with the provisions;
3. Have sufficient reasons to believe that the acquisition complies with laws, administrative regulations and the provisions of the CSRC, and have sufficient reasons to believe that the information disclosed by the acquirer is true, accurate and complete, and there are no false records, misleading statements and major omissions;
4. The professional opinions issued on this acquisition have been submitted to the internal audit department of the financial consultant for review and passed;
5. During his tenure as financial consultant, he has taken strict confidentiality measures and strictly implemented the internal firewall system;
6. With regard to the continuous supervision with the acquirer after the acquisition, the financial consultant will assume the responsibility of continuous supervision, urge the acquirer to comply with the provisions and requirements of relevant laws, regulations and departmental rules formulated by the regulatory authorities, and assist the acquirer in the standardized operation and management of the listed company.
Section IV verification opinions of Financial Consultant
1、 Verification of the contents of the acquisition Report
The acquirer has prepared the acquisition report and its summary in accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 16 – Acquisition report of listed companies and other relevant laws and regulations, and has made a detailed analysis of the basic information of the acquirer, the acquisition decision and purpose, the acquisition method, the source of funds The exemption from the offer, the follow-up plan, the analysis of the impact on the listed company, the major transactions with the listed company, the trading of Pku Healthcare Corp.Ltd(000788) shares in the first six months, and the financial information of the acquirer were disclosed.
In accordance with the principles of good faith and diligence, the financial consultant checked and verified the contents of the purchaser’s acquisition report, found no false records, misleading statements or major omissions, and the contents disclosed were true, accurate and complete.
2、 Verification of the purchaser’s purpose of this acquisition
Founder group is a large national holding enterprise group invested and established by Peking University. It has developed and formed a considerable scale of business and assets, as well as high enterprise and brand awareness for a long time. In recent years, affected by internal and external factors, Founder group and some of its subordinate enterprises are facing problems such as operating difficulties and insolvency. Founder group was ruled by the court to enter the judicial reorganization procedure together with its four main subsidiaries, 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.
Under the guidance of the state’s major strategy of encouraging insurance funds to support the development of the real economy and promoting the reform of schools and enterprises, Ping An Group, HUAFA group (on behalf of Zhuhai state owned assets) and TEDA group formed a joint investor to participate in the restructuring of Founder group, resolve its debt crisis and promote its return to the track of healthy and sustainable development in accordance with the principles of marketization and rule of law.
Participating in the reorganization of Founder group is a further step of Ping An group
