股票代码：000638 股票简称：万方发展 上市地点：深圳证券交易所
万方城镇投资发展股份有限公司
重大资产出售及重大资产购买报告书（草案）摘要
上市公司名称：万方城镇投资发展股份有限公司
股票上市地点：深圳证券交易所
股票简称：万方发展
股票代码：000638
重大资产出售交易对方 住址/通讯地址
刘志峰 黑龙江省庆安县大罗镇东平村陆粉房屯X号
重大资产购买交易对方 住址/通讯地址
易刚晓 成都市武侯区致民路36号X楼X号
肖倚天 长春市朝阳区南湖街道湖东街委X组
白亭兰 成都市武侯区人民南路四段46号X栋X单元X楼X号
杨骁 四川省双流县华阳南湖西路175号X栋X单元X号
尹连山 重庆市江北区野水沟191号X单元X号
马嘉霖 广东省深圳市福田区景田路18号聚豪园秀丽阁X房
广州广发信德一期健康产业投资 广州市天河区天河北路大都会广场183-187号1602
企业（有限合伙）
上海复星长征医学科学有限公司 上海市宝山区城银路830号
珠海康远投资企业（有限合伙） 广州市天河北路大都会广场16楼
尧东、王艺儒等13名自然人 详见本报告书“第三节 交易对方基本情况”
独立财务顾问
二零一七年一月
公司声明
一、摘要的目的仅为向公众提供有关本次交易的简要情况，并不包括报告书全文的各部分内容。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、万方城镇投资发展股份有限公司
联系地址：北京市朝阳区曙光西里甲1号A座30层
电话：010-64656161
传真：010-64656767
联系人：郭子斌
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：杨晓
二、本公司及董事会全体成员保证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·······································································································9
一、本次交易方案·····························································································9
二、标的资产的评估及作价················································································10
三、业绩承诺及补偿·························································································11
四、业绩奖励··································································································12
五、本次交易构成重大资产重组···········································································16 六、本次交易不构成关联交易·············································································17 七、本次交易不属于《重组管理办法》第十三条规定的借壳上市·································17八、本次交易后上市公司股票仍具备上市条件·························································17九、本次交易对上市公司的影响···········································································17 十、本次交易尚需履行的程序·············································································23十一、本次交易相关方作出的重要承诺··································································24十二、本次重组中对中小投资者权益保护的安排······················································30 十三、其他重大事项·························································································31重大风险提示······································································································45 一、与本次交易相关的风险················································································45二、本次交易完成后的行业与业务风险··································································47 三、其他风险··································································································48第一节本次交易概述···························································································51 一、本次交易的背景和目的················································································51二、本次交易的决策过程及尚需取得的授权和批准···················································54 三、本次交易的具体方案···················································································55 四、业绩承诺及补偿安排···················································································58五、本次交易构成重大资产重组···········································································62 六、业绩奖励··································································································62 七、本次交易不构成关联交易·············································································66 八、本次交易不构成借壳上市·············································································66 九、本次交易后上市公司股票仍具备上市条件·························································66十、本次交易对上市公司的影响···········································································66十一、本次交易有利于上市公司增强持续经营能力···················································72第二节备查文件及备查地点···················································································75 一、备查文件··································································································75 二、备查地点··································································································76 释义
