China Hi-Tech Group Co.Ltd(600730)
Detailed equity change report
Name of listed company: China Hi-Tech Group Co.Ltd(600730) place of stock listing: Shanghai Stock Exchange Stock abbreviation: China Hi-Tech Group Co.Ltd(600730) Stock Code: 600730 information disclosure obligor: Founder International Education Consulting Co., Ltd. address: 3012, Hengqin international finance building, No. 58, Huajin street, Hengqin new area, Zhuhai mailing address: 3012, Hengqin international finance building, No. 58, Huajin street, Hengqin new area, Zhuhai nature of change in 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 China Hi-Tech Group Co.Ltd(600730) . As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has no interest in China Hi-Tech Group Co.Ltd(600730) 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、 As of the signing date of this report, the acquisition has fulfilled the approval, decision-making and other legal procedures required at this stage.
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 12 section 4 method of equity change Section V source of funds 17 section VI follow up plan Section 7 analysis of the impact on listed companies Section 8 major transactions with listed companies 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 27 disclosure obligor statement 28 Financial Advisor statement 29 schedule: thirty-one
Section I interpretation
In this report, unless otherwise specified, the following words have the following specific meanings:
This report refers to the China Hi-Tech Group Co.Ltd(600730) detailed equity change report
Information disclosure obligor / founder international education refers to founder International Education Consulting 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 in accordance with the instructions of Ping An Life of the reorganization Investment Association
Listed company / China Hi-Tech Group Co.Ltd(600730) refers to China Hi-Tech Group Co.Ltd(600730)
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
Tefa group refers to Shenzhen tefa Group Co., Ltd
Manager refers to the manager of Peking University Founder 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 agreement of xinfangzheng group in the reorganization investment agreement
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 this transaction, the information disclosure obligor will acquire 117482984 shares of China Hi-Tech Group Co.Ltd(600730) Co., Ltd. according to the reorganization plan ruled by the court
This equity change refers to the acquisition of China Hi-Tech Group Co.Ltd(600730) 117482984 shares 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
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: Founder International Education Consulting Co., Ltd
Registered address: 3012, Hengqin international finance building, No. 58, Huajin street, Hengqin new area, Zhuhai
Legal representative: Nie Zhiqiang
Registered capital: RMB 100 million
Unified social credit code 91440400ma57b37exj
Enterprise type limited liability company
General items: education consulting services (excluding education and training activities involving license approval); Conference and exhibition services; Engaging in investment activities with its own funds; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of electronic products; Sales of communication equipment; Import and export of goods; Technology import and export; Import and export agency; Software development; Information consulting services (excluding information consulting services of permitted business scope); Information system integration service; Data processing services; Retail of computer software, hardware and auxiliary equipment. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed items: network culture 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 signing date of this report, Founder group holds 100.00% equity of Founder international education. According to the reorganization plan of the shareholder name ruled by the court, after the subsequent equity transfer, new Founder Group will hold 100.00% equity of Founder international education
Mailing address: 3012, Hengqin international finance 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, founder international education 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 signing date of this report, Founder group holds 100.00% equity of Founder international education. The equity structure chart is as follows:
According to the reorganization plan ruled by the court, after the subsequent equity transfer, new Founder Group will hold 100.00% equity of Founder international education and become the controlling shareholder of Founder international education. 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% equity of new Founder group respectively.
Therefore, after the above equity transfer, the equity structure of Founder international education 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) basic information of the controlling shareholder and actual controller of the information disclosure obligor
According to the reorganization plan ruled by the court, after the subsequent equity transfer, new Founder Group will hold 100.00% equity of Founder international education and become the controlling shareholder of Founder international education. Ping An Life and Ping An Group will become the indirect controlling shareholder of Founder international education. Ping An Group has no actual controller, so founder international education will also have no actual controller.
After the equity transfer is completed, the controlling shareholder of the information disclosure obligor is new Founder group, and its basic information 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; Electronic products
