Founder Securities Co.Ltd(601901)
Detailed equity change report
Name of listed company: Founder Securities Co.Ltd(601901) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Founder Securities Co.Ltd(601901) Stock Code: 601901 information disclosure obligor: xinfangzheng holding Development Co., Ltd. address: 3007, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai mailing address: 3007, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai change nature of Equity: increase
Date of signature: February 2022
Statement of information disclosure obligor
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. I The information disclosure obligor shall comply with 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 issuing securities to the public No. 16 – Report on the acquisition of listed companies And other relevant laws, regulations and normative documents.
2、 The information disclosure obligor 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 information disclosure obligor.
3、 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 changes in the shares in which the information disclosure obligor has an interest in Founder Securities Co.Ltd(601901) . As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has no interest in Founder Securities Co.Ltd(601901) in any other way.
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and the professional institutions hired, the information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 This equity change still needs to be approved by the CSRC and other relevant regulatory authorities (if necessary). 6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that 1 catalog Section 1 interpretation Section 2 Introduction to information disclosure obligors 5 Section III decision and purpose of equity change Section IV change of equity Section V source of funds 16 section VI follow up plan Section 7 analysis of the impact on listed companies Section 8 major transactions with listed companies 22 section 9 trading of shares of Listed Companies in the first six months Section 10 financial information of information disclosure obligor Section 11 other major matters Section 12 documents for future reference 26 the disclosure obligor declares that 27 financial advisor statement 28 schedule: thirty
Section I interpretation
In this report, unless otherwise specified, the following words have the following specific meanings:
This report refers to the Founder Securities Co.Ltd(601901) detailed equity change report
Information disclosure obligor / new Founder group refers to new founder holding Development Co., Ltd
Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd. will become the controlling shareholder of the acquirer after the implementation of the reorganization plan in accordance with the instructions of Ping An Life of the reorganization Investment Association
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 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 capital allocation agreement of restructuring investment Ping An group
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
The restructuring entities of Peking University Founder Group Co., Ltd. and Peking University Founder Information Industry Group Co., Ltd. refer to the company, 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
The reorganization of Peking University Founder Group Co., Ltd. and Peking University Founder Information Industry Group Co., Ltd. / Founder Group reorganization refers to the substantive merger and reorganization of the company, Peking University Medical Industry Group Co., Ltd., Peking University Resources Group Co., Ltd. and founder Industry Holding Co., Ltd
As part of the restructuring of Ping An Life participating Founder group, the information disclosure obligor will acquire Founder Securities Co.Ltd(601901) 2363237014 shares according to the restructuring plan ruled by the court
This equity change refers to the acquisition of 2363237014 shares of Founder Securities Co., Ltd. by the information disclosure obligor
The manager of Peking University Founder Group Co., Ltd., Zhuhai HUAFA Group Co., Ltd. (on behalf of Zhuhai state-owned assets) and Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd. have the reorganization investment agreement, 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
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
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 II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
As of the signing date of this report, the basic information of the information disclosure obligor is as follows:
Name: xinfangzheng holding Development Co., Ltd
Registered address: 3007, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai
Legal representative: Lu Jun
The registered capital is 7250 million yuan
Unified social credit code 91440400ma57b36n71
Enterprise type limited liability company
General projects: investment activities with self owned funds; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of cultural and office equipment; Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of communication equipment; Instrument manufacturing; Financial consultation; Sales of electronic products; Retail of computer software, hardware and auxiliary equipment; Wholesale of computer software, hardware and auxiliary equipment; Instrument sales; Sales of mechanical equipment; Metal ore sales; Sales of non-metallic minerals and products; Business scope: Sales of gold and silver products; Sales of metal materials; Sales of building materials; Sales of chemical products (excluding licensed chemical products); Import and export of goods; Import and export agency; Technology import and export; Loading, unloading and handling; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Packaging services; estate management. (except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: real estate development and operation. (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
As of the issuance date of this report, Founder group, Peking University Medical, Peking University Founder Information Industry Group Co., Ltd., founder Industry Holding Co., Ltd. and Peking University Resources Group Co., Ltd. hold 60.00%, 26.00%, 6.00%, 5.00% and 3.00% of the equity of new party’s shareholder name Founder group respectively. According to the reorganization plan ruled by the court, after the subsequent equity transfer, Ping An Life, HUAFA group (on behalf of Zhuhai state-owned assets) and the shareholding platform of convertible creditors will hold 66.507%, 28.503% and 4.99% of the equity of xinfangzheng group respectively
Mailing address: 3007, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai
Postal Code: 519000
Tel: 010-82529807
Fax: 010-82529891
As of the signing date of this report, xinfangzheng group has not been included in the list of serious financial dishonests and is not a customs dishonest enterprise. Its legal representative, directors, supervisors and senior managers are not listed as dishonest Executees. 2、 Equity and control relationship related to the information disclosure obligor
(I) equity control structure of information disclosure obligor
As of the issuance date of this report, Founder group, Peking University Medical, Peking University Founder Information Industry Group Co., Ltd., founder Industry Holding Co., Ltd. and Peking University Resources Group Co., Ltd. hold 60.00%, 26.00%, 6.00%, 5.00% and 3.00% of the equity of new Founder group respectively. The equity structure diagram is as follows:
According to the reorganization plan ruled by the court, after the subsequent equity transfer, Ping An Life, HUAFA group (on behalf of Zhuhai state-owned assets) and the shareholding platform of convertible creditors will hold 66.507%, 28.503% and 4.99% of the equity of xinfangzheng group respectively.
Therefore, after the above equity transfer, the equity structure of new Founder group is as follows:
Note: after the implementation of the reorganization plan, Ping An Life Insurance and HUAFA group (on behalf of Zhuhai state owned assets) will hold shares of new Founder group through the established SPV and creditors will hold shares through the shareholding platform.
(II) holding of information disclosure obligor
