Beijing Compass Technology Development Co.Ltd(300803) board of directors’ statement that this transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as “the company”) as the reorganization investor of wechat Securities Co., Ltd. (hereinafter referred to as “wechat securities” and “target company”), intends to pay RMB 1.5 billion in cash to the manager of wechat securities to pay off the debts of wechat securities, and holds 100% equity of wechat 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 of the listed company has carefully analyzed whether this transaction complies with the provisions of Article 11 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:
1、 This transaction meets the requirements of relevant national industrial policies, and there is no violation of national laws and administrative regulations on environmental protection, land management, antitrust and so on
The business scope of the subject company of this transaction covers securities brokerage, securities self operation, securities investment consulting, securities investment fund sales, securities asset management, securities underwriting, consignment of financial products, securities recommendation, financial consulting related to securities trading and securities investment and other business fields. This transaction is the company’s acquisition of 100% equity of wechat securities through restructuring investment. The company uses its own advantages to assist wechat securities in solving debt problems and resolving financial risks. At the same time, it further expands its business layout in the field of securities services and improves the operating capacity of listed companies. This transaction is in line with relevant national industrial policies; This transaction does not involve environmental pollution and does not violate relevant laws and regulations such as environmental protection and land management; Therefore, there are no circumstances that are required by the anti-monopoly law of the people’s Republic of China on the criteria for reporting the concentration of business operators to the anti-monopoly law of the people’s Republic of China on the calculation of the concentration of business operators, which are not required by the anti-monopoly law of the people’s Republic of China, Comply with the relevant provisions of the anti-monopoly law.
In conclusion, this transaction complies with the provisions of item (I) of Article 11 of the reorganization management measures.
2、 This transaction will not cause the listed company to fail to meet the conditions for stock listing
According to the plan of this transaction, this transaction does not involve the change of the total share capital of the company and the shareholding proportion of shareholders. After the completion of this transaction, the proportion of the total shares of the company held by public shareholders in the total share capital of the company after the completion of this transaction shall not be less than 25%. According to the Shenzhen Stock Exchange gem stock listing rules, this transaction will not cause the company to fail to meet the conditions for stock listing, Comply with the provisions of item (II) of Article 11 of the reorganization management measures.
3、 The asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders
Through the competitive selection of restructuring investors, market-oriented negotiation and other links, it is determined that the price of this transaction is 1.5 billion yuan. The above pricing comprehensively considers the business conditions of the target company, business collaboration with the company, resource complementarity and other factors.
According to the appraisal report (Beifang Yashi pingbao Zi [2022] No. 01-122) issued by Beifang Northking Information Technology Co.Ltd(002987) Yashi Assets Appraisal Office (special general partnership) (hereinafter referred to as “Beifang Yashi”) on all shareholders’ equity of wechat securities on December 31, 2021 as the appraisal base date, the appraisal value of 100% equity of the subject company is 678923700 yuan.
As the target company has been in abnormal operation in recent years, the historical financial data can not reflect its real value, and the company will become the controlling shareholder of the target company after this transaction. After comprehensively considering the business collaboration, customer transformation, business reconstruction and other factors between the company and the target company, according to the valuation report on all shareholders’ rights and interests of Wangxin securities issued by North Asia affairs on December 31, 2021 (North Asia affairs consultative report Zi [2022] No. 01-030), the valuation of 100% equity of the target company is 1823304500 yuan.
The voting procedure of this transaction complies with the provisions of relevant laws, regulations, normative documents and the articles of association, and does not harm the interests of the company and shareholders.
The independent directors of the company expressed independent opinions on the independence of the appraisal institution, the rationality of the premise of the appraisal assumptions and the fairness of the appraisal pricing, and believed that the appraisal institution was independent, the premise of the appraisal assumptions was reasonable and the appraisal pricing was fair. In conclusion, this transaction complies with the provisions of item (III) of Article 11 of the reorganization management measures.
4、 The property rights of the assets involved in this transaction are clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal
The underlying asset of this transaction is 100% equity of wechat securities. After the court ruled that the reorganization plan was adopted, according to the reorganization plan, 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, in wechat securities will be adjusted to zero, 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.
After the completion of this transaction, wechat securities will become a wholly-owned subsidiary of the company. The corporate status of wechat securities will not change and will not involve the transfer of creditor’s rights and debts, and the creditor’s rights and debts of the subject company will still be enjoyed and borne by it.
In conclusion, this transaction complies with the provisions of item (IV) of Article 11 of the reorganization management measures.
5、 This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may cause the main assets of the listed company to be cash or no specific business after reorganization
Through this transaction, the company will further expand its business layout in the field of securities services, so as to further accelerate the development of customer resources and improve the company’s operating ability.
This transaction is conducive to the enhancement of the company’s sustainable operation ability. There is no situation that may lead to the main assets of the listed company being cash or no specific business after the reorganization, which is in line with the provisions of item (V) of Article 11 of the measures for the administration of reorganization.
6、 This transaction will not affect the independence of the listed company from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and is in line with the relevant provisions of the CSRC on the independence of listed companies
The underlying asset of this transaction is 100% equity of Wangxin securities. This transaction will not change the company’s existing independence from the actual controller and its related parties in terms of business, assets, finance, personnel, institutions, etc.
Therefore, this transaction complies with the relevant provisions of the CSRC on the independence of listed companies and the provisions of Article 11 (VI) of the reorganization management measures.
7、 This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure of listed companies
Before this transaction, the company has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizations and formulated corresponding rules of procedure in accordance with the company law, the securities law and the relevant requirements of the CSRC.
This transaction does not involve changes in the company’s total share capital and the proportion of shareholders’ shares, and will not affect the company’s existing corporate governance structure. After the completion of this transaction, the company will continue to improve the established corporate governance structure to ensure that the operation of the corporate governance structure is more in line with the actual situation of the company after the completion of this transaction, and continue to improve the setting of the internal organization of the company.
Therefore, this transaction complies with the provisions of item (VII) of Article 11 of the reorganization management measures.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the reorganization management measures. It is hereby explained.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
March 17, 2022
