Pku Healthcare Corp.Ltd(000788)
Acquisition Report
Name of listed company: Pku Healthcare Corp.Ltd(000788) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Pku Healthcare Corp.Ltd(000788) Stock Code: 000788 purchaser name: Peking University Medical Management Co., Ltd. purchaser address: 3011, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai mailing address: 3011, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai date of signing: February 2002
Purchaser’s statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. 1、 This report is prepared by the acquirer 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 contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, and other relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the shares in which the acquirer has an interest in Pku Healthcare Corp.Ltd(000788) . As of the signing date of this report, except for the shareholding information disclosed in this report, the acquirer has no interest in Pku Healthcare Corp.Ltd(000788) in any other way.
3、 The purchaser has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 The acquisition has been approved by the first intermediate people’s Court of Beijing on the reorganization plan of Founder group, and the cbcirc has approved the major equity investment of Ping An Life; As of the signing date of this report, the acquisition has fulfilled the approval, decision-making and other legal procedures required at this stage.
5、 This acquisition is based on the information stated in this report. Except for the purchaser and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The board of directors of the acquirer and its directors promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The purchaser declares that 2 catalog 3 interpretation Section 1 Introduction to the purchaser 8 I. Basic information of the acquirer 8 II. The controlling shareholder and actual controller of the acquirer nine
(I) structure chart of controlling shareholder, actual controller and property right control of the acquirer 9 (II) core enterprises and core businesses, affiliated enterprises and owners controlled by the controlling shareholder and actual controller of the acquirer
Business situation 11 III. brief description of the acquirer’s main business and financial status in the last three years twelve
(I) the main business of the acquirer twelve
(II) financial status of the acquirer in the last three years IV. litigation, arbitration and major penalties involved by the acquirer in the last five years V. basic information of directors, supervisors and senior managers of the acquirer Vi. the acquirer and its controlling shareholders and actual controllers hold or control more than 5% of the issued shares of other listed companies and banks, trust companies, securities companies, insurance companies and other financial institutions holding more than 5%
…… 14 (I) the acquirer and its controlling shareholders and actual controllers hold or control more than 5% of the shares of other listed companies issued in
Shares outside 14 (II) banks, trust companies and securities companies in which the acquirer, its controlling shareholders and actual controllers hold more than 5% of the shares
Companies, insurance companies and other financial institutions Section 2 acquisition decision and acquisition purpose 15 I. purpose of acquisition II. The acquirer’s plan to continue to increase the shares of the listed company or dispose of its owned interests in the next 12 months 15 III. procedures for acquisition performance sixteen
(I) procedures performed sixteen
(II) procedures to be performed Section III acquisition method 18 I. Changes in the number of shares of the listed company held by the acquirer before and after the transaction 18 II. The overall scheme of this transaction eighteen
3、 This exchange involves the main contents of relevant agreements 19 IV. restrictions on the rights and interests of listed companies held by the acquirer Section IV sources of funds Section V exemption from making an offer 22 section VI follow up plan 23 I. whether to change the main business of the listed company or make major adjustments to the main business of the listed company in the next 12 months 23 2. 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 23 III. adjustment plan for current directors and senior managers of listed companies 23 IV. plan for amending the articles of association of listed companies 23 v. plan for modifying the existing employee employment plan of listed companies 24 VI. whether the dividend policy of listed companies has been significantly adjusted 24 VII. Other plans that have a significant impact on the business and organizational structure of the listed company Section 7 analysis of the impact on listed companies 25 I. The impact of this equity change on the independence of listed companies 25 II. The impact of this equity change on the horizontal competition of listed companies 26 III. impact of this equity change on related party transactions of listed companies Section 8 major transactions with listed companies 28 section 9 trading of listed shares in the first six months 29 I. the situation of the acquirer holding and trading the shares of the listed company 29 II. Holding and trading of shares of listed companies by directors, supervisors, senior managers (or main responsible persons) of the acquirer and their immediate relatives Section 10 financial information of the purchaser Section 11 other major matters Section 12 documents for future reference 32 I. documents for future reference 32 II. Place for future reference 32 the purchaser declares that 33 financial advisor statement 34 legal counsel’s statement thirty-five
Schedule to the acquisition report thirty-seven
interpretation
Unless otherwise specified, the following abbreviations have the following specific meanings in this report:
This report refers to the Pku Healthcare Corp.Ltd(000788) acquisition report
Acquirer / Peking University medical management refers to Peking University Medical Management Co., Ltd
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 reorganization plan according to Ping An Life in 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 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 instructions of Ping An group of reorganization Investment Association
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., 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 Co., Ltd., 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
As one link of Ping An Life’s participation in the reorganization of Founder group, the purchaser of this transaction will acquire 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 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 the restructuring investment agreement refer to Shenzhen shenchao Technology Investment Co., Ltd., 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
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
CSRC refers to the China Securities Regulatory Commission
CBRC 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
Note: unless otherwise specified, all values in this report 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.
Section 1 Introduction to the purchaser
1、 Basic information of the purchaser
As of the signing date of this report, the basic information of the acquirer is as follows:
Name: Peking University Medical Management Co., Ltd
Registered address: 3011, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai
Legal representative: Du Peng
The registered capital is 300 million yuan
Unified social credit code 91440400ma57cn9m85
Enterprise type limited liability company
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; The business scope of selling electronic products; Retail of hardware products; 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 items subject to approval according to law)
