Beijing Compass Technology Development Co.Ltd(300803) board of directors
Explanation on the compliance of this transaction with the relevant provisions of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange
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 relevant provisions of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the continuous supervision of gem") and the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "review rules for gem restructuring"). The board of Directors believes that:
1、 This transaction complies with Article 18 of the measures for continuous supervision of gem and Article 7 of the review rules for restructuring of gem
Article 18 of the measures for the continuous supervision of the gem and Article 7 of the review rules for the reorganization of the gem: "if a listed company implements a major asset reorganization or issues shares to buy assets, the industry of the underlying assets shall meet the positioning of the gem, or be in the same industry or upstream and downstream with the listed company."
According to the industry classification standard of China Securities Regulatory Commission, both the company and wechat securities belong to the financial industry, and there is a high degree of synergy between the company and wechat securities in developing target customer groups. Therefore, this transaction belongs to the acquisition of the same industry. This restructuring meets the relevant requirements of "if a listed company implements major asset restructuring or issues shares to purchase assets, the industry of the underlying assets shall be in the same industry or upstream and downstream with the listed company" in the review rules for gem restructuring.
In conclusion, the board of directors of the company believes that this participation in the reorganization and investment of wechat securities constitutes a major asset reorganization, which is in line with Article 18 of the measures for the continuous supervision of the gem and Article 7 of the review rules for the reorganization of the gem. 2、 This transaction is not applicable to the provisions of Article 21 of the measures for the continuous supervision of the gem and Article 9 of the review rules for the reorganization of the gem
Article 21 of the measures for continuous supervision of gem Article 9 of the gem reorganization review rules stipulates that "if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price. The market reference price is one of the average trading prices of the listed company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets."
As the capital source of this transaction is self owned capital, and there is no situation of issuing shares to buy assets, there is no relevant situation stipulated in Article 21 of the measures for continuous supervision of gem and Article 9 of the review rules for reorganization of gem.
It is hereby explained.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
March 17, 2022
