股票代码：000615 股票简称：京汉股份 上市地点：深圳证券交易所
京汉实业投资股份有限公司
重大资产购买报告书
（草案）
上市公司名称：京汉实业投资股份有限公司
股票上市地点：深圳证券交易所
股票简称：京汉股份
股票代码：000615
重大资产购买交易对方 住址/通讯地址
四川雄州实业有限责任公司 简阳市东城新区雄州大道高级职业中学对面东城新区三期
安置还房项目部
独立财务顾问
二零一七年十月
交易各方声明
一、公司声明
本公司及本公司全体董事、监事及高级管理人员保证本报告书的内容真实、准确和完整，并对本报告书中的虚假记载、误导性陈述或者重大遗漏承担个别或连带的法律责任。如本次重大资产重组因涉嫌所提供或者披露的信息存在虚假记载、误导性陈述或者重大遗漏，被司法机关立案侦查或者被中国证监会立案调查的，在案件调查结论明确之前，全体董事、监事及高级管理人员将暂停与本公司相关的一切权益，包括但不限于领取薪酬、转让在公司拥有权益的股份等。
本次重大资产购买完成后，本公司经营与收益的变化，由本公司自行负责；因本次重大资产购买引致的投资风险，由投资者自行负责。
本次交易相关事项的生效和完成尚待有关审批机关的批准或核准。审批机关对于本次交易相关事项所做的任何决定或意见，均不表明其对公司股票的价值或投资者的收益作出实质性判断或保证。
投资者若对本报告书存在任何疑问，应咨询自己的股票经纪人、律师、会计师或其他专业顾问。
二、交易对方声明
根据相关规定，作为公司本次重大资产购买的交易对方四川雄州实业有限责任公司就其对本次交易提供的所有相关信息，承诺如下：
“本公司已向上市公司及为本次重大资产购买服务的中介机构提供了有关本次重大资产购买的相关信息和文件（包括但不限于原始书面材料、副本材料或口头证言等）。本公司保证：所提供的文件资料的副本或复印件与正本或原件一致，且该等文件资料的签字与印章都是真实的；保证所提供信息和文件真实、准确和完整，不存在虚假记载、误导性陈述或者重大遗漏，并对所提供信息的真实性、准确性和完整性承担个别及连带的法律责任。
在参与本次重大资产购买期间，本公司将依照相关法律、法规、规章、中国证券监督管理委员会和深圳证券交易所的有关规定，及时向上市公司披露有关本次交易的信息，并保证该等信息的真实性、准确性和完整性，保证该等信息不存在虚假记载、误导性陈述或者重大遗漏。
如本次交易所提供或披露的信息涉嫌虚假记载、误导性陈述或者重大遗漏，被司法机关立案侦查或者被中国证监会立案调查的，在形成调查结论以前，不转让在该上市公司拥有权益的股份（如有）。
以上承诺是本公司的真实意思表示，如违反上述承诺及声明，本公司将愿意承担个别和连带的法律责任。特此承诺！”
三、证券服务机构声明
根据相关规定，作为公司本次重大资产购买的证券服务机构对于本次交易申请文件的相关信息，分别承诺：
“如本次重大资产购买申请文件存在虚假记载、误导性陈述或重大遗漏，本公司/本所未能勤勉尽责的，将承担连带赔偿责任。”
目录
交易各方声明·································································································································2
一、公司声明·····································································································································2
二、交易对方声明·····························································································································2
三、证券服务机构声明·····················································································································3
目录··············································································································································4
释义··············································································································································8
重大事项提示·······························································································································10
一、本次交易方案···························································································································10
二、拟购买资产的估值及作价·······································································································10
三、本次交易的支付方式···············································································································11
四、业绩承诺及补偿·······················································································································11
五、本次交易构成重大资产重组····································································································11 六、本次交易不构成关联交易·······································································································11 七、本次交易不属于《重组管理办法》第十三条规定的重组上市············································12八、本次交易后上市公司股票仍具备上市条件············································································12九、本次交易对上市公司的影响····································································································12 十、本次交易尚需履行的程序·······································································································15十一、本次交易相关方作出的重要承诺························································································16十二、上市公司的控股股东及其一致行动人对本次重组的原则性意见，及控股股东及其一致行动人、董事、监事、高级管理人员自本次重组复牌之日起至实施完毕期间的股份减持计划···························································································································································20十三、本次重组中对中小投资者权益保护的安排········································································21 十四、其他重大事项·······················································································································22重大风险提示·······························································································································28 一、与本次交易相关的风险···········································································································28二、本次交易完成后的行业与业务风险························································································30 三、其他风险···································································································································31第一节本次交易概述
