600601: China International Capital Corporation Limited(601995) verification opinions on some issues of information disclosure obligors China International Capital Corporation Limited(601995) some issues of information disclosure obligors
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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 Section III verification opinions four
1、 Verification opinions on the integrity records of the information disclosure obligor in the last three years four
2、 Verification opinions on the legitimacy of the acquisition fund source of the information disclosure obligor four
3、 Verification opinions on the ability of the information disclosure obligor to fulfill relevant commitments 4. Verification opinions on the authenticity, accuracy and completeness of relevant information disclosure contents of information disclosure obligors 5
Section I special statement
In accordance with the relevant provisions of 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 No. 15, the Standards No. 16 and other laws, regulations and normative documents, China International Capital Corporation Limited(601995) in accordance with the business standards and ethics recognized by the industry, and based on the principles of good faith, diligence and responsibility, Issue verification opinions on some issues in the detailed report on changes in equity. 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 financial advisory report, unless otherwise specified, the following terms have the following specific meanings: equity change report refers to Founder Technology Group Co.Ltd(600601) detailed equity change report
This verification opinion refers to the verification opinion of China International Capital Corporation Limited(601995) on Several Issues concerning information disclosure obligors
The financial advisor refers to China International Capital Corporation Limited(601995)
Information disclosure obligor / party refers to founder Information Industry Co., Ltd
Positive information industry
Listed company / Founder Technology refers to Founder Technology Group Co.Ltd(600601)
This equity change refers to the acquisition of Founder Technology Group Co.Ltd(600601) 276333368 shares by the information disclosure obligor
Securities Law refers to the securities law of the people's Republic of China
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
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 verification opinions
1、 Verification opinions on the integrity records of the information disclosure obligor in the last three years
After verification, the financial consultant believes that as of the date of signing the verification opinions, the information disclosure obligor and its directors, supervisors and senior managers have not received administrative punishment, criminal punishment or major civil litigation or arbitration related to economic disputes in the past five years; There have been no other major dishonesty in the past five years. 2、 Verification opinions on the legitimacy of the acquisition fund source of the information disclosure obligor
After verification, according to the reorganization plan ruled by the court, this acquisition is the acquisition of the controlling shareholder Ping An Life Insurance from the information disclosure obligor with its own funds, and the indirect transfer of 12.59% equity of Founder Technology, which does not involve the capital contribution of the information disclosure obligor. For the verification opinions on the legitimacy of the acquisition fund source of Ping An Life Insurance, please refer to the verification opinions of financial advisor on several issues of information disclosure obligor disclosed by Founder Technology on July 8, 2021.
3、 Verification opinions on the ability of the information disclosure obligor to fulfill relevant commitments the information disclosure obligor is a newly established industrial platform company, which is established by Ping An Life participating Founder group and its subsidiaries founder Industry Holding Co., Ltd., Peking University Medical Industry Group Co., Ltd., Peking University Founder Information Industry Group Co., Ltd Part of the substantive merger and reorganization of Peking University Resources Group Co., Ltd. will be used to undertake relevant assets including Founder Technology in the future. According to the reorganization plan ruled by the court, the subsequent new Founder Group will hold 100.00% equity of Founder information industry and become the controlling shareholder of Founder information industry. Ping An Life and Ping An Group will become the indirect controlling shareholder of Founder information industry. Ping An Group has no actual controller, so founder Information Industry will also have no actual controller. The information disclosure obligors have been familiar with relevant laws, administrative regulations and the provisions of the CSRC, and fully understand their obligations and responsibilities. At the same time, the information disclosure obligor has issued relevant commitments on maintaining the independence of listed companies, regulating related party transactions with listed companies and avoiding horizontal competition.
For the verification opinions on Ping An Life's ability to fulfill relevant commitments, please refer to the financial advisor verification opinions on several issues of information disclosure obligors disclosed by Founder Technology on July 8, 2021.
After verification, the financial consultant believes that the relevant commitments issued by the information disclosure obligor are feasible.
4、 Verification opinions on the authenticity, accuracy and completeness of relevant information disclosure contents of the information disclosure obligor
In accordance with the principles of good faith and diligence, the financial consultant checked and verified the contents of the detailed report on changes in equity, found no false records, misleading statements or major omissions, and met the requirements of relevant laws and regulations such as the securities law, the measures for the administration of acquisitions, Standard No. 15, Standard No. 16 and so on.
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.
(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) verification opinions on several issues of information disclosure obligors) sponsor of Financial Consultant:
Wang Mengyuan, Hu Haifeng
Cai Yi, Lu Zhaoran
China International Capital Corporation Limited(601995) mm / DD / yy
