Pku Healthcare Corp.Ltd(000788)
Summary of acquisition Report
Name of listed company: Pku Healthcare Corp.Ltd(000788) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Pku Healthcare Corp.Ltd(000788) Stock Code: 000788 purchaser name: Peking University Medical Management Co., Ltd. purchaser address: 3011, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai mailing address: 3011, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai date of signing: February 2002
Purchaser's statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of this report. 1、 The summary of this report is prepared by the acquirer in accordance with 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 by companies offering securities to the public No. 16 - Acquisition report of listed companies, and other relevant laws, regulations and departmental regulations.
2、 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, the summary of this report has fully disclosed the shares in which the acquirer has an interest in Pku Healthcare Corp.Ltd(000788) . As of the signing date of the summary of this report, except for the shareholding information disclosed in the summary of this report, the acquirer has no interest in Pku Healthcare Corp.Ltd(000788) in any other way.
3、 The purchaser has obtained necessary authorization and approval for signing the summary of this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 The acquisition has been approved by the first intermediate people's Court of Beijing on the reorganization plan of Founder group, and the cbcirc has approved the major equity investment of Ping An Life; As of the signing date of the summary of this report, the acquisition has fulfilled the legal procedures such as approval and decision-making required at this stage..
5、 This acquisition is based on the information stated in the summary of this report. Except for the purchaser and the professional institution employed, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation to this report.
6、 The board of directors of the acquirer and its directors promise that there are no false records, misleading statements or major omissions in the summary of this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The purchaser declares that 2 catalog 3 interpretation Section 1 Introduction to the purchaser seven
1、 Basic information of the acquirer seven
2、 Acquirer, controlling shareholder and actual controller eight
(I) structure chart of controlling shareholder, actual controller and property right control of the acquirer 8 (II) core enterprises and core businesses, affiliated enterprises and owners controlled by the controlling shareholder and actual controller of the acquirer
Business situation ten
3、 Brief description of the acquirer's main business and financial status in recent three years eleven
(I) the main business of the acquirer eleven
(II) financial status of the acquirer in the last three years eleven
4、 Litigation, arbitration and major penalties involved by the acquirer in the last five years twelve
5、 Basic information of directors, supervisors and senior managers of the acquirer Vi. the acquirer and its controlling shareholders and actual controllers hold or control more than 5% of the issued shares of other listed companies and banks, trust companies, securities companies, insurance companies and other financial institutions holding more than 5%
...... 13 (I) the acquirer and its controlling shareholders and actual controllers hold or control more than 5% of the shares of other listed companies issued in
Shares outside 13 (II) banks, trust companies and securities companies in which the acquirer, its controlling shareholders and actual controllers hold more than 5% of the shares
Companies, insurance companies and other financial institutions thirteen
Section 2 acquisition decision and acquisition purpose fourteen
1、 Acquisition purpose 14 2. The acquirer's plan to continue to increase the shares of the listed company or dispose of its existing interests in the next 12 months fourteen
3、 Procedures for acquisition performance fifteen
(I) procedures performed fifteen
(II) procedures to be performed sixteen
Section III acquisition method seventeen
1、 Changes in the number of shares of listed companies held by the acquirer before and after the transaction seventeen
(I) before this equity change seventeen
(II) after this equity change seventeen
2、 The overall scheme of this transaction seventeen
3、 This exchange involves the main contents of relevant agreements Section 4 exemption from making an offer nineteen
1、 Matters and reasons for exemption from making an offer 19 the purchaser declares that twenty
interpretation
Unless otherwise specified, the following abbreviations have the following specific meanings in the summary of this report:
The summary of this report refers to the summary of Pku Healthcare Corp.Ltd(000788) acquisition report
Acquirer / Peking University medical management refers to Peking University Medical Management Co., Ltd
Ping An Life refers to Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd., which will become the indirect controlling shareholder of the acquirer after the implementation of the reorganization plan according to the reorganization investment agreement
Listed company / Pku Healthcare Corp.Ltd(000788) refers to Pku Healthcare Corp.Ltd(000788)
Peking University Medical refers to Peking University Medical Industry Group Co., Ltd
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
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 according to the reorganization investment agreement
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
This reorganization / the reorganization of Founder Group focuses on the substantive merger and reorganization of Peking University Founder Group Co., Ltd., 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
As one link of Ping An Life's participation in the reorganization of Founder group, the acquisition of this transaction means that the person will obtain 240685209 shares of Pku Healthcare Corp.Ltd(000788) Co., Ltd. according to the reorganization plan ruled by the court
This equity change refers to the acquisition of Pku Healthcare Corp.Ltd(000788) 240685209 shares by the purchaser
The 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 restructuring investment refers to the agreement between Shenzhen shenchao Technology Investment Co., Ltd. and Peking University Founder Group Co., Ltd., Peking University founder Information Industry Group Co., Ltd Restructuring investment agreement of 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
Shenzhen stock exchange refers to Shenzhen 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 the summary of 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 1 Introduction to the purchaser
1、 Basic information of the purchaser
As of the signing date of the summary of this report, the basic information of the acquirer is as follows:
Name: Peking University Medical Management Co., Ltd
Registered address: 3011, Hengqin international financial center building, No. 58, Huajin street, Hengqin new area, Zhuhai
Legal representative: Du Peng
The registered capital is 300 million yuan
Unified social credit code 91440400ma57cn9m85
Enterprise type limited liability company
General items: hospital management; Health consulting services (excluding diagnosis and treatment services); Remote health management services; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Financial consultation; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Medical research and experimental development; Sales of class II medical devices; Production of protective articles for medical staff (class I medical devices); Sales of class I medical devices; Production of class I medical devices; Engaging in investment activities with its own funds; Information technology consulting services; Data processing and storage support services; Internet data services; Data processing services; Information system integration service; The business scope of selling electronic products; Retail of hardware products; Wholesale of hardware products; Sales of mechanical equipment; Sales of daily necessities; Retail of sporting goods and equipment; Retail of computer software, hardware and auxiliary equipment; Mechanical equipment leasing; Import and export of goods; Technology import and export; Import and export agency; Information system operation and maintenance services; Engineering management services; Internet sales (except sales of goods requiring license). (except for the items that must be approved according to law, carry out business activities independently according to law with the business license) licensed items: production of protective articles for medical staff (class II medical devices); Class III medical device business; Production of class II medical devices; Production of class III medical devices. (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 the summary of this report, Peking University Medical, the shareholder name of Peking University Founder Information Industry Group Co., Ltd. and founder Industry Holding Co., Ltd. hold 98.00%, 1.50% and 100% of Peking University medical management respectively
0.50% equity. According to the reorganization plan ruled by the court, after the subsequent equity transfer, xinfangzheng group will hold 100.00% equity of Peking University medical management
Mailing address: 3011, 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 the summary of this report, Peking University Medical
