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（修订稿）
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
二零一七年二月
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
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。
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（修订稿） 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·············································································26十一、本次交易相关方作出的重要承诺··································································27十二、本次重组中对中小投资者权益保护的安排······················································33 十三、其他重大事项·························································································34重大风险提示······································································································47 一、与本次交易相关的风险················································································47二、本次交易完成后的行业与业务风险··································································49 三、其他风险··································································································51第一节本次交易概述···························································································53 一、本次交易的背景和目的················································································53二、本次交易的决策过程及尚需取得的授权和批准···················································56 三、本次交易的具体方案···················································································57 四、业绩承诺及补偿安排···················································································60五、本次交易构成重大资产重组···········································································64 六、业绩奖励··································································································64 七、本次交易不构成关联交易·············································································68 八、本次交易不构成借壳上市·············································································68 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（修订稿）九、本次交易后上市公司股票仍具备上市条件·························································68十、本次交易对上市公司的影响···········································································68十一、本次交易有利于上市公司增强持续经营能力···················································77第二节备查文件及备查地点···················································································79 一、备查文件·······················································································
