Beijing Compass Technology Development Co.Ltd(300803) board of directors
Explanation on the compliance of the company’s major asset reorganization with the relevant provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as “the company”) as the reorganization investor of Wangxin Securities Co., Ltd. (hereinafter referred to as “Wangxin securities” or “the target company”), intends to pay 1.5 billion yuan in cash to the manager of Wangxin securities to pay off the debts of Wangxin securities, and holds 100% equity of Wangxin securities after the completion of reorganization (hereinafter referred to as “this transaction”). This transaction constitutes a major asset restructuring of the listed company. The board of directors has carefully analyzed whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and believes that:
1. The subject company of this transaction is not involved in project approval, environmental protection, industry access, land use, planning, construction and other related matters. With regard to the relevant approval matters involved in this transaction, the company has disclosed in detail the approval procedures performed by both parties and the procedures to be submitted for approval in the Beijing Compass Technology Development Co.Ltd(300803) major asset purchase report (Draft), and made special suggestions on the risks that may not be approved. 2. The counterparty of this transaction is the manager of wechat securities. After the intermediate people’s Court of Shenyang City, Liaoning Province ruled that the rights and interests of United Venture Group Co., Ltd., Shenyang Shengjing financial holding Investment Group Co., Ltd. and Shenyang Hengxin Leasing Co., Ltd., as the original shareholders of wechat securities, will be adjusted to zero according to the reorganization plan, The company will acquire 100% equity of Wangxin securities according to the reorganization plan, and the ownership of the underlying assets will be ruled by the court. There is no legal obstacle to the transfer or transfer of assets.
3. This transaction is conducive to improving the integrity of the company’s assets and maintaining the independence of the company in terms of personnel, procurement, production, sales and intellectual property rights.
4. This transaction should help the company enhance its sustainable profitability, highlight its main business and enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition.
To sum up, this major asset restructuring of the company complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
March 17, 2022
