China International Capital Corporation Limited(601995) about China Hi-Tech Group Co.Ltd(600730)
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 eight
1、 Verification of the contents of the detailed report on changes in equity eight
2、 Verification of the subject qualification of the information disclosure obligor eight
(I) basic information of information disclosure obligor eight
(II) whether there are any situations stipulated in Article 6 of the measures for the administration of acquisition nine
3、 Verification of the ownership structure and control relationship of the information disclosure obligor nine
(I) equity structure of information disclosure obligor nine
(II) basic information of the controlling shareholder and actual controller of the information disclosure obligor 10 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 V. information disclosure obligors and their controlling shareholders and actual controllers holding listed companies or banks, trust companies
Verification of more than 5% shares of securities companies, insurance companies and other financial institutions twelve
6、 Verification of the main business and financial status of the information disclosure obligor in the last three years thirteen
(I) main business of the information disclosure obligor thirteen
(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 fourteen
8、 Verification of the basic information of the directors, supervisors and senior managers of the information disclosure obligor fourteen
9、 Verification of whether the information disclosure obligor has the management ability to standardize the operation of listed companies fifteen
10、 Check the purpose of this equity change fifteen
11、 Verification of the change of rights and interests of the information disclosure obligor this time sixteen
(I) changes in basic equity of this verification sixteen
(II) verification of the restrictions on the share rights of listed companies involved in this equity change seventeen
(III) verification of the necessary authorization and approval procedures performed by the information disclosure obligor seventeen
12、 Verification of the source of funds of the information disclosure obligor nineteen
13、 Verification of the follow-up plan to be implemented by the information disclosure obligor 19 (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 19 (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 twenty
(III) adjustment plan for current directors and senior managers of listed companies twenty
(IV) plans for amending the articles of association of listed companies twenty
(V) plan for modifying the existing employee employment plan of the listed company twenty
(VI) whether the dividend policy of listed companies has been significantly adjusted twenty-one
(VII) other plans that have a significant impact on the business and organizational structure of the listed company twenty-one
14、 Verification of the analysis of the impact of this equity change on the listed company twenty-one
(I) the impact of this equity change on the independence of listed companies twenty-one
(II) the impact of this equity change on the horizontal competition of listed companies twenty-three
(III) impact of this equity change on related party transactions of listed companies twenty-three
15、 Verification of major transactions between information disclosure obligors and listed companies twenty-four
(I) verification of major transactions between the information disclosure obligor and the listed company and its subsidiaries twenty-four
(II) verification of major transactions with directors, supervisors and senior managers of listed companies 24 (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…… 24 XVI. Verification of the third party employed by the information disclosure obligor and the financial consultant in this transaction 24 XVII. Check whether there are other major matters 25. Concluding observations twenty-five
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 China Hi-Tech Group Co.Ltd(600730) detailed equity change report
The China International Capital Corporation Limited(601995) verification opinion on China Hi-Tech Group Co.Ltd(600730) group share capital refers to the verification opinion of the financial consultant of the detailed equity change report of the limited company
The financial advisor / China International Capital Corporation Limited(601995) refers to China International Capital Corporation Limited(601995)
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 group refers to Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. after the implementation of the reorganization 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
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
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – 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
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: the purpose of this verification
