Citic Securities Company Limited(600030)
about
Beijing Compass Technology Development Co.Ltd(300803)
Industrial policy and transaction type of this transaction
of
Special verification opinions
Independent financial advisor
March, 2002
China Securities Regulatory Commission and Shenzhen Stock Exchange:
Citic Securities Company Limited(600030) (hereinafter referred to as "independent financial advisor" or "the independent financial advisor") as an independent financial advisor for Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as " Beijing Compass Technology Development Co.Ltd(300803) " "listed company" or "the company") to purchase major assets (hereinafter referred to as "this transaction" or "this reorganization"), Whether the industry or enterprise involved in this transaction belongs to the industry or enterprise that focuses on supporting the promotion of merger and reorganization, whether it belongs to the same industry or upstream and downstream mergers and acquisitions, whether it constitutes reorganization and listing, whether it involves the issuance of shares Whether the listed company has been placed on file for inspection by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and has not been closed has been specially verified. The opinions are as follows:
(I) whether the industries or enterprises involved in this reorganization belong to the "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions
According to the guidelines on industry classification of listed companies issued by the CSRC, Beijing Compass Technology Development Co.Ltd(300803) and Wangxin Securities Co., Ltd. (hereinafter referred to as "Wangxin securities" or "target company") belong to the "financial industry" Beijing Compass Technology Development Co.Ltd(300803) and the target company are not "leading enterprises in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions.
After verification, The independent financial adviser believes that the industries and enterprises involved in this reorganization do not belong to the "leading enterprises in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions.
(II) whether the transaction type involved in this reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
1. The transaction type involved in this reorganization belongs to M & A in the same industry
The main business of listed companies is to provide timely and professional financial data analysis and securities investment consulting services to investors with securities tool software terminal as the carrier and Internet as the tool. The business scope of Wangxin securities 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.
The business scope of the subject company 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
According to the industry classification standard of China Securities Regulatory Commission, both listed companies and wechat securities belong to the financial industry, and there is a high degree of synergy between listed companies and wechat securities in terms of target customer groups. Therefore, this transaction belongs to M & A in the same industry.
After verification, the independent financial adviser believes that the transaction type involved in this exchange belongs to M & A in the same industry. 2. Does this transaction constitute reorganization and listing
Before this transaction, the controlling shareholder of the listed company was Guangzhou Zhanxin Communication Technology Co., Ltd., and the actual controllers of the listed company were Huang Shaoxiong and Xu Bing. The control right of the listed company has not changed in the last 36 months; This transaction does not involve the issuance of shares, and there is no change in the controlling shareholder and actual controller of the listed company before and after this transaction. Therefore, this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
After verification, the independent financial adviser believes that the transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions, which does not constitute reorganization and listing.
(III) whether the transaction involves the issuance of shares
The listed company plans to pay 1.5 billion yuan in cash to the manager of Wangxin securities to pay off the debts of Wangxin securities and hold 100% equity of Wangxin securities after the reorganization
After verification, the independent financial adviser believes that this transaction does not involve the issuance of shares.
(IV) whether the listed company has been placed on file for inspection by the CSRC and has not been closed
According to the confirmation of the listed company and the results of the independent financial consultant's inquiry of relevant public information, after verification, the independent financial consultant believes that there is no case of the listed company that has not been closed by the CSRC. (there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) special verification opinions on Beijing Compass Technology Development Co.Ltd(300803) the industrial policies and transaction types of this transaction) financial advisor sponsor:
Li Xiaoli, Zhou Jiacheng, Yang zhenrui
Citic Securities Company Limited(600030) mm / DD / yyyy
