Beijing Compass Technology Development Co.Ltd(300803) board of directors
Explanation on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
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 company hired North Northking Information Technology Co.Ltd(002987) ASI asset appraisal firm (special general partnership) (hereinafter referred to as “North ASI”) as the appraisal agency of this transaction, It has issued the asset appraisal report on the value of all equity of shareholders of wechat Securities Co., Ltd. involved in Beijing Compass Technology Development Co.Ltd(300803) proposed investment (hereinafter referred to as the “appraisal report”) and the valuation report on the value of all equity of shareholders of wechat Securities Co., Ltd. involved in Beijing Compass Technology Development Co.Ltd(300803) proposed investment (hereinafter referred to as the “valuation report”) with respect to the underlying assets. In accordance with the measures for the administration of major asset restructuring of listed companies and other relevant provisions, the board of directors of the company has carefully reviewed the independence of the evaluation institution of this transaction, the rationality of evaluation and valuation assumptions, the relevance of evaluation and valuation methods to evaluation and valuation purposes, and the fairness of evaluation pricing, and made the following explanations:
1、 Independence of evaluation organization
The northern Asia affairs employed by the company meets the qualification requirements of relevant professional evaluation. The selection and employment procedures of the evaluation institution are legal and compliant. There is no realistic and expected interest or conflict between the evaluation institution and its handling personnel and the parties to the transaction. Its evaluation conforms to the principles and requirements of objectivity, impartiality and independence and has full independence. 2、 Rationality of the assumptions of appraisal and valuation
The assumptions and premises of the appraisal report and valuation report issued by North Asia affairs conform to relevant national laws and regulations, follow the general practices or standards of the market, and conform to the actual situation of the appraisal object. The assumptions and premises of the appraisal and valuation are reasonable. The current appraisal and valuation assumptions comprehensively consider the actual situation of the industry to which the subject asset belongs and the actual operation of relevant assets, and the relevant appraisal and valuation assumptions are set in accordance with relevant national laws and regulations, follow the general market practices or standards, and comply with the actual situation of the subject asset. The appraisal and valuation assumptions are reasonable. 3、 Correlation between appraisal and valuation methods and appraisal and valuation purposes
In the process of evaluation and valuation, North Asia followed the principles of independence, objectivity, scientificity and impartiality, applied the evaluation and valuation methods that are compliant and in line with the actual situation of the underlying assets and the actual situation of this transaction, and the selected reference data and materials are reliable; The selection of evaluation and valuation methods is appropriate, the evaluation and valuation conclusions are reasonable, and the evaluation and valuation methods are consistent with the purpose of evaluation and valuation.
4、 The fairness of this appraisal, valuation and pricing
This transaction follows the market-oriented principle, comprehensively considers the business qualification of the target company, the synergy with the company and other factors, and is determined through competitive selection and market-oriented negotiation. In this transaction, North Asia issued the appraisal report and valuation report with December 31, 2021 as the base date to analyze the rationality and fairness of the pricing of the underlying assets of this transaction from the perspective of an independent appraisal institution.
To sum up, the appraisal institution selected by the exchange is independent, the assumptions of appraisal and valuation are reasonable, the appraisal and valuation methods are properly selected, the appraisal and valuation methods and purposes are relevant, the conclusions of the appraisal report and valuation report are reasonable, and the appraisal pricing is fair.
It is hereby explained.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
March 17, 2022
