China International Capital Corporation Limited
About Shanghai United Imaging Medical Technology Co., Ltd
Shareholders make an inquiry to a specific institutional investor for the transfer of shares
Verification opinions on relevant qualifications
China International Capital Corporation Limited (hereinafter referred to as "CICC") was entrusted by Shanghai Zhongke State Street Investment Partnership (Limited Partnership) (hereinafter referred to as "State Street") and Shanghai Beiyuan Investment Partnership (Limited Partnership) (hereinafter referred to as "Beiyuan Investment") (hereinafter collectively referred to as the "Transferor"), shareholders of Shanghai United Imaging Healthcare Technology Co., Ltd. (hereinafter referred to as "United Imaging Healthcare"), to organize and implement the transfer of United Imaging Healthcare's shareholders to specific institutional investors (hereinafter referred to as the "Inquiry Transfer").
In accordance with the Implementation Opinions on the Establishment of the Sci-Tech Innovation Board and the Pilot Registration-based System on the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Sci-Tech Innovation Board (for Trial Implementation), the Rules for the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board of the Shanghai Stock Exchange No. 4 – Transfer and Placing of Inquiry (hereinafter referred to as the "Inquiry Transfer and Placement Guidelines"), CICC has verified the relevant qualifications of the transferor participating in the inquiry.
The entrustment of this inquiry transfer, the verification of the relevant qualifications of the transferor and the verification opinions are as follows:
1. The entrustment of the transfer of this inquiry
CICC has received the entrustment from the transferor regarding the transfer of the inquiry, and has entrusted CICC to organize and implement the transfer of the inquiry.
2. Verification of the relevant qualifications of shareholders participating in this inquiry and transfer
(1) Verification process
The work includes verifying the business license, the Letter of Commitment and Declaration provided by the transferor, and verifying the qualifications of the transferor through public information channel retrieval and other means, and collecting relevant verification working papers.
(2) Verification of the situation
1. Shanghai Zhongke State Street Investment Partnership (Limited Partnership)
(1) Basic information
Company Name: Shanghai Zhongke State Street Investment Partnership (Limited Contract, Unified Social Credit Agency 91310110566594848L
Guy) code
Type Limited Partnership Date of Formation 27 December 2010
Residence: Building C, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone
Business Scope Venture Capital, Industrial Investment, Investment Consulting (Shall Not Be Engaged in Brokerage), Investment Management. [Items subject to approval in accordance with the law.]
Business activities can only be carried out after approval by relevant departments]
CICC verified the business license provided by State Street and obtained the Letter of Undertaking and Declaration issued by State Street, and there is no situation in which State Street has expired, shareholders or partners have decided to dissolve, dissolved due to merger or division, have its business license revoked due to violation of laws, regulations or other normative documents, have been ordered to close down or be revoked, and have been declared bankrupt due to failure to pay off due debts, which should be terminated in accordance with national laws, administrative regulations, normative documents, articles of association or partnership agreements.
(2) State Street has not violated the provisions on the reduction of shareholdings or the commitments made by it.
(3) State Street is not the controlling shareholder or actual controller of United Imaging Healthcare and its persons acting in concert.
(4) There is no circumstance that State Street is not allowed to reduce its shareholdings as stipulated in the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies and the Self-Regulatory Guidelines for Listed Companies No. 15 of the Shanghai Stock Exchange - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers. The directors, supervisors and senior management of the company are not required to comply with the provisions of Article 6 of the Guidelines for Inquiry Transfer and Placement regarding the window period for inquiry transfer.
(5) The shares to be transferred by Zhongke State Street are pre-IPO shares, and there is no restriction on rights such as pledge and judicial freezing.
(6) Zhongke State Street is not a state-owned enterprise, and there is no violation of the relevant regulations on state-owned asset management.
(7) The necessary internal review or approval procedures have been fulfilled for the transfer of this inquiry.
2. Shanghai Beiyuan Investment Partnership (Limited Partnership)
(1) Basic information
Company Name: Shanghai Beiyuan Investment Partnership (Limited Partnership) Unified Social Credit Code: 91310110594703183K
Type Limited Partnership Date of Formation April 18, 2012
Residence: Building C, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone
Business Scope Venture Capital, Industrial Investment, Investment Management, Investment Consulting (not engaged in brokerage). [Items subject to approval in accordance with the law.]
Business activities can only be carried out after approval by relevant departments]
CICC verified the business license provided by Beiyuan Investment and obtained the Letter of Undertaking and Declaration issued by Beiyuan Investment, and there was no circumstance that should be terminated in accordance with national laws, administrative regulations, normative documents, articles of association or partnership agreements, such as expiration of the business period, decision of shareholders or partners, dissolution due to merger or division, revocation of business license due to violation of laws, regulations or other normative documents, order to close down or be revoked, and declaration of bankruptcy due to failure to pay off due debts.
(2) Beiyuan Investment did not violate the provisions on the reduction of shareholdings or the commitments made by Beiyuan Investment.
(3) Beiyuan Investment is not the controlling shareholder or actual controller of United Imaging Healthcare and its persons acting in concert.
(4) Beiyuan Investment does not have any circumstances that prohibit the reduction of shareholdings as stipulated in the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies and the Self-Regulatory Guidelines for Listed Companies No. 15 of the Shanghai Stock Exchange - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers. The directors, supervisors and senior management of Beiyuan Investment are not required to comply with the provisions of Article 6 of the Guidelines for Inquiry Transfer and Placement regarding the window period for inquiry transfer.
(5) The shares to be transferred by Beiyuan Investment are pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) Beiyuan invested in non-state-owned enterprises and did not violate the relevant regulations on state-owned asset management.
(7) Beiyuan Investment has completed the necessary internal review or approval procedures for the transfer of this inquiry.
3. Verification opinions
After verification, CICC believes that the transferor of the inquiry transfer meets the qualifications required by laws and regulations such as the Guidelines for Inquiry Transfer and Placement, and the transferor does not have the provisions of Article 11 of the Guidelines for Inquiry Transfer and Placement: "(1) whether the shareholders participating in the transfer have violated the provisions on share reduction or the commitments made by them; (2) Whether the shareholders participating in the transfer have any of the circumstances specified in Articles 5 and 6 of these Guidelines; (3) Whether the shares to be transferred are not
If it is a pre-IPO share, whether there are any restrictions on rights such as pledge and judicial freezing; (4) Whether the shareholders involved in the transfer have violated the relevant provisions on the management of state-owned assets (if applicable); (5) Whether the necessary review or approval procedures have been fulfilled for the transfer of this inquiry (if applicable); (6) Other matters required to be verified by the Institute. and other prohibited circumstances.
To sum up, CICC believes that State Street and Beiyuan Investment meet the conditions for participating in the inquiry and transfer of United Imaging Medical's shares.
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