Beijing Compass Technology Development Co.Ltd(300803) board of directors
Explanation on the fact that this major asset reorganization of the company does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of 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"), intends to pay RMB 1.5 billion in cash to the manager of Wangxin securities to pay off the debts of Wangxin securities, and hold 100% of the shares of Wangxin securities after the reorganization (hereinafter referred to as "this transaction"). This transaction constitutes a major asset restructuring of the listed company. The board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 13 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), and the board of Directors believes that:
Before this transaction, the controlling shareholder of the company was Guangzhou Zhanxin Communication Technology Co., Ltd., and the actual controllers were Huang Shaoxiong and Xu Bing. The control right of the company has not changed in the last 36 months; This transaction does not involve the issuance of shares, and the controlling shareholder and actual controller of the company have not changed before and after this transaction. Therefore, this transaction does not constitute the reorganization and listing situation specified in Article 13 of the reorganization management measures.
It is hereby explained.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
March 17, 2022
