China International Capital Corporation Limited(601995)
About Founder Securities Co.Ltd(601901)
Detailed equity change report
of
Verification opinions of financial advisor
Financial Advisor: China International Capital Corporation Limited(601995)
27th floor and 28th floor, building 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
February, 2002
catalogue
Section 1 special statement Section 2 interpretation 4 section III Introduction Section IV verification opinions seven
1、 Verification of the contents of the detailed report on changes in equity seven
2、 Verification of the subject qualification of the information disclosure obligor seven
(I) basic information of information disclosure obligor seven
(II) whether there are any situations stipulated in Article 6 of the measures for the administration of acquisition eight
3、 Verification of the ownership structure and control relationship of the information disclosure obligor eight
(I) equity structure of information disclosure obligor eight
(II) basic information of the controlling shareholder and actual controller of the information disclosure obligor 9 IV. main information on the core enterprises and core businesses controlled by the controlling shareholders and actual controllers of the information disclosure obligor
Verification of conditions 9 v. information disclosure obligors and their controlling shareholders and actual controllers hold listed companies or banks, trust companies
Verification of more than 5% shares of securities companies, insurance companies and other financial institutions eleven
6、 Verification of the main business and financial status of the information disclosure obligor in the last three years eleven
(I) main business of the information disclosure obligor eleven
(II) brief description of the financial situation of the last three years VII. Information on administrative and criminal penalties, major litigation and arbitration involving the information disclosure obligor in the past five years
Verification of twelve
8、 Verification of the basic information of the directors, supervisors and senior managers of the information disclosure obligor twelve
9、 Verification of whether the information disclosure obligor has the management ability to standardize the operation of listed companies thirteen
10、 Check the purpose of this equity change thirteen
11、 Verification of the change of rights and interests of the information disclosure obligor this time fourteen
(I) changes in basic equity of this verification fourteen
(II) verification of the restrictions on the share rights of listed companies involved in this equity change fifteen
(III) verification of the necessary authorization and approval procedures performed by the information disclosure obligor fifteen
12、 Verification of the source of funds of the information disclosure obligor seventeen
13、 Verification of the follow-up plan to be implemented by the information disclosure obligor 17 (I) whether to change the main business of the listed company or make major changes to the main business of the listed company in the next 12 months
Major adjustment 17 (II) whether the assets and businesses of the listed company or its subsidiaries are planned to be sold, merged and
A plan of joint venture or cooperation with others or a reorganization plan of a listed company to purchase or replace assets seventeen
(III) adjustment plan for current directors and senior managers of listed companies eighteen
(IV) plans for amending the articles of association of listed companies eighteen
(V) plan for modifying the existing employee employment plan of the listed company eighteen
(VI) whether the dividend policy of listed companies has been significantly adjusted eighteen
(VII) other plans that have a significant impact on the business and organizational structure of the listed company eighteen
14、 Verification of the analysis of the impact of this equity change on the listed company nineteen
(I) the impact of this equity change on the independence of listed companies nineteen
(II) the impact of this equity change on the horizontal competition of listed companies twenty
(III) impact of this equity change on related party transactions of listed companies twenty-one
15、 Verification of major transactions between information disclosure obligors and listed companies twenty-one
(I) verification of major transactions between the information disclosure obligor and the listed company and its subsidiaries twenty-one
(II) verification of major transactions with directors, supervisors and senior managers of listed companies 22 (III) verification of compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced
…… (IV) other contracts, tacit understandings or arrangements being signed or negotiated that have a significant impact on the listed company
check…… 22 XVI. Verification of the third party employed by the information disclosure obligor and the financial consultant in this transaction 22 XVII. Check whether there are other major matters 23. Concluding observations twenty-three
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 verification opinion. According to 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, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the contents and forms of information disclosure of companies offering securities to the public No. 16 – Report on the acquisition of listed companies According to the relevant provisions of laws, regulations and normative documents, China International Capital Corporation Limited(601995) issued verification opinions on the contents disclosed in the detailed report on changes in equity in accordance with the business standards and ethics recognized by the industry and the principle of good faith and diligence.
The financial advisor hereby makes the following statement:
1. The financial advisor and the information disclosure obligor have no relationship with this equity change, nor have they entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation to this verification opinion.
2. The relevant materials on which the financial consultant is based are provided by the information disclosure obligor. The information disclosure obligor has made a commitment to ensure that all written documents, materials and oral testimony provided by it are true, accurate, complete and timely without any major omission, false record or misleading statement, and is responsible for its authenticity, accuracy, integrity and legitimacy.
3. The financial consultant has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the documents disclosed by the information disclosure obligor.
4. From the contact with the obligor of information disclosure to the period of serving as the financial adviser, the financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
5. The financial consultant specially reminds the investors that the verification opinions do not constitute any investment suggestions for the parties to the equity change and their affiliated companies. The financial consultant does not assume any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions.
6. The financial advisor mainly reminds investors to carefully read the relevant announcements issued by the listed company on this equity change.
Section II interpretation
In this verification opinion, unless otherwise specified, the following abbreviations have the following specific meanings: detailed equity change report refers to Founder Securities Co.Ltd(601901) detailed equity change report
This verification opinion refers to the financial consultant’s verification opinion on China International Capital Corporation Limited(601995) detailed equity change report of Founder Securities Co.Ltd(601901)
The financial advisor / China International Capital Corporation Limited(601995) refers to China International Capital Corporation Limited(601995)
Information disclosure obligor / xinfangzhengji refers to the group of xinfangzheng holding Development Co., Ltd
Ping An Life refers to Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd., which will become the controlling shareholder of the acquirer after the implementation of the reorganization plan according to the reorganization investment agreement
Listed company / Founder Securities Co.Ltd(601901) refers to Founder Securities Co.Ltd(601901)
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
Ping An trust refers to Ping An Trust Co., Ltd., a subsidiary of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd
Ping An Securities refers to Ping An Securities Co., Ltd., a subsidiary of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd
Tefa group refers to Shenzhen tefa Group Co., Ltd
Manager refers to the manager of Peking University Founder Group Co., Ltd
Peking University Founder Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd. and restructuring entities 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
Peking University Founder Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd. and this reorganization / Founder Group reorganization refer to the substantive merger and reorganization of 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, this transaction means that the disclosure obligor will acquire 2363237014 shares of Founder Securities Co.Ltd(601901) Co., Ltd. according to the reorganization plan ruled by the court
This equity change refers to the acquisition of Founder Securities Co.Ltd(601901) 2363237014 shares by the information disclosure obligor
The reorganization 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 refers to the reorganization investment agreement between shenchao Technology Investment Co., Ltd. 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
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 – equity change report on the content and format of information disclosure by companies that publicly issue securities
Standard No. 16 refers to Standard No. 16 on the content and format of information disclosure by companies that publicly issue securities – Acquisition report of listed companies
CSRC refers to the China Securities Regulatory Commission
CBRC refers to the Bank Of China Limited(601988) Insurance Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Shenzhen stock exchange refers to Shenzhen Stock Exchange
New York Stock Exchange
Stock exchange means the stock exchange of Hong Kong Limited
Beijing No. 1 Intermediate People’s court refers to the first intermediate people’s Court of Beijing Municipality
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd
Note: unless otherwise specified in this verification opinion, all values shall 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 III introduction
On April 30, 2021, Ping An Life
