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）
摘要
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
公司声明
一、本重大资产重组报告书摘要的目的仅为向公众提供有关本次重组的简要情况，并不包括重大资产重组报告书全文的各部分内容。重大资产重组报告书全文同时刊载于巨潮网（http://www.cninfo.com.cn）。
备查文件的查阅方式为：
1、京汉实业投资股份有限公司
联系地址：湖北省襄阳市樊城区陈家湖
电话：0710-2105321
传真：0710-2105321
联系人：李红
2、天风证券股份有限公司
联系地址：上海市浦东新区兰花路333号世纪大厦10楼
电话：021-68815319
传真：021-68815313
联系人：谢海洋
二、本公司及董事会全体成员保证重大资产重组报告书及其摘要内容的真实、准确、完整，对报告书及其摘要的虚假记载、误导性陈述或重大遗漏负连带责任。
目录
公司声明········································································································································2
目录··············································································································································3
释义··············································································································································5
重大事项提示·································································································································7
一、本次交易方案·····························································································································7
二、拟购买资产的估值及作价·········································································································7
三、本次交易的支付方式·················································································································8
四、业绩承诺及补偿·························································································································8
五、本次交易构成重大资产重组······································································································8 六、本次交易不构成关联交易·········································································································8 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··············································9八、本次交易后上市公司股票仍具备上市条件··············································································9九、本次交易对上市公司的影响······································································································9 十、本次交易尚需履行的程序·······································································································12十一、本次交易相关方作出的重要承诺························································································13十二、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···························································································································································17十三、本次重组中对中小投资者权益保护的安排········································································18 十四、其他重大事项·······················································································································19重大风险提示·······························································································································25 一、与本次交易相关的风险···········································································································25二、本次交易完成后的行业与业务风险························································································27 三、其他风险···································································································································28第一节本次交易概述··················································································································30 一、本次交易的背景和目的···········································································································30二、本次交易的决策过程及尚需取得的授权和批准····································································31 三、本次交易的具体方案···············································································································32 四、业绩承诺及补偿安排···············································································································33五、本次交易构成重大资产重组····································································································33 六、业绩奖励···································································································································34
七、本次交易不构成关联交易·······································································································34
八、本次交易不构成重组上市·······································································································34
九、本次交易后上市公司股票仍具备上市条件·······
