Citic Securities Company Limited(600030)
Special verification opinions on Beijing Compass Technology Development Co.Ltd(300803) this major asset restructuring diluted immediate return and filling measures
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as "listed company") as the reorganization investor of Wangxin Securities Co., Ltd. (hereinafter referred to as "Wangxin securities" or "target company"), 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% equity of Wangxin securities after the completion of reorganization (hereinafter referred to as "this transaction" or "this reorganization").
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) According to the guidance on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other regulations of the CSRC, Citic Securities Company Limited(600030) (hereinafter referred to as "independent financial consultant") as the independent financial consultant of this transaction, on the impact of this transaction on the dilution of immediate return Preventive and remedial measures and related commitments are described as follows:
1、 Impact of this transaction on the company's immediate return
According to the audited financial report of the listed company and the review report of Beijing Compass Technology Development Co.Ltd(300803) 2012 pro forma consolidated financial statements (ztsz (2022) No. 110a001907) reviewed and issued by Zhitong accounting firm (special general partnership), the main financial indicators of the listed company before and after the completion of the reorganization are as follows:
Unit: 10000 yuan
Project year 2021
Pre transaction and post transaction (for reference)
Total assets 2045588426583501
Total liabilities 763508213758449
Owner's equity 1282080212825052
Operating income 93242109737251
Operating cost 11089481134376
Project year 2021
Pre transaction and post transaction (for reference)
Total profit 18967491354161
Net profit 17619671218629
Net profit attributable to owners of the parent company 17619671218629
Asset liability ratio 37.32% 37.84%
Profit margin 20.34% 13.91%
Gross profit margin 88.11% 88.35%
Net interest rate 18.90% 12.52%
Basic earnings per share (yuan) 0.44 0.30
Note: 1. Pre transaction asset liability ratio = Total Liabilities / total assets;
2. Post transaction (pro forma) asset liability ratio = (total liabilities - funds for buying and selling securities - funds for underwriting securities) / (total assets - funds for buying and selling securities - funds for underwriting securities);
3. Profit margin = total profit / operating income;
4. The gross profit margin shall be subject to the statistical caliber of the financial statement format of non-financial enterprises.
After the completion of this transaction, the basic earnings per share of the listed company will decrease from 0.44 yuan / share to 0.30 yuan / share in 2021. The earnings per share of the listed company is expected to decrease in 2021, which is mainly caused by the loss of the underlying company's wechat securities in 2021. With the gradual recovery of the underlying company's business and the gradual release of synergy with the listed company after the completion of this transaction, The overall profitability of listed companies is expected to improve.
2、 Measures taken by listed companies to prevent this transaction from diluting immediate return and improving future return ability (I) accelerate the integration between listed companies and target companies and improve profitability
After years of development, listed companies have accumulated customer resources, traffic entrance advantages and marketing advantages in the field of financial information services. Relying on its own advantages, listed companies have actively expanded advertising service business and insurance brokerage business, enriched the company's business structure, effectively improved the income scale and enhanced the company's sustainable profitability.
After the completion of this transaction, the listed company will further expand its business layout in the field of securities services, strengthen integration, further accelerate the development of customer resources and improve the operating capacity of the listed company.
(II) continuously improve the corporate governance mechanism and provide institutional guarantee for the development of listed companies
Listed companies will continue to strictly abide by the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the corporate governance structure, strengthen internal control, ensure that directors perform their duties in accordance with laws and regulations, and the board of directors makes fair, scientific and efficient decisions, especially give full play to the role of independent directors in standardizing the operation of the company Safeguard the legitimate rights and interests of minority shareholders and improve the scientific decision-making of the company, ensure that all shareholders, especially minority shareholders, enjoy equal rights stipulated in laws, administrative regulations and the articles of association, and effectively protect the rights of shareholders.
(III) further strengthen operation management and internal control to improve the operation efficiency of the company
Listed companies will further strengthen internal control, improve and strengthen investment decision-making procedures, make rational use of various financing tools and channels, control capital costs, improve capital use efficiency, save various expenses of the company and comprehensively and effectively control the risks of the company's operation and capital control on the premise of meeting the demand for working capital for the rapid development of the company's business.
(IV) strictly implement the cash dividend policy and strengthen the return mechanism for investors
Listed companies will continue to implement sustainable, stable and active profit distribution policies in accordance with the provisions of the articles of association, and in combination with the actual situation of the company, widely listen to the opinions and suggestions of investors, especially independent directors and minority shareholders, strengthen returns to investors, improve profit distribution policies, increase the transparency of the implementation of distribution policies, and safeguard the interests of all shareholders.
3、 Commitments of the controlling shareholders, directors and senior managers of the listed company on the filling measures for diluted immediate return of this transaction
The controlling shareholders, actual controllers, directors and senior managers of listed companies have made corresponding commitments in accordance with the requirements of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
(I) the commitments of the directors and senior managers of the company on the dilutive immediate return filling measures for this restructuring are as follows:
"1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the listed company in other ways.
2. I promise to restrict my job consumption behavior.
3. I promise not to use the assets of the listed company to engage in investment and consumption activities unrelated to the performance of my duties. 4. From the date of issuance of this commitment to the completion of this transaction, when the securities regulatory authorities such as CSRC and Shenzhen stock exchange make clear provisions on the measures and commitments for filling returns, and the above commitments cannot meet the provisions of the securities regulatory authorities such as CSRC and Shenzhen Stock Exchange, It is promised that supplementary commitments will be issued in accordance with the latest provisions of securities regulatory authorities such as the China Securities Regulatory Commission and Shenzhen Stock Exchange.
5. I promise to earnestly fulfill the relevant measures for compensation and return formulated by the listed company and any commitments I make about the measures for compensation and return. If I violate the above commitments and cause losses to the listed company or shareholders, I will bear the liability for compensation according to law. "
(II) the commitment of the controlling shareholder of the company that the measures to fill the return can be effectively implemented
In order to ensure that the company's measures to fill the diluted immediate return can be effectively implemented, Guangzhou Zhanxin Communication Technology Co., Ltd., the controlling shareholder of the company, made the following commitments:
"1. Do not interfere with the operation and management activities of listed companies beyond their authority, and do not encroach on the interests of the company.
2. In case of violation of the above instructions or refusal to perform the above instructions, the company agrees to impose relevant penalties or take relevant management measures on the company in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as China Securities Regulatory Commission and Shenzhen Stock Exchange. "
(III) the commitment of the actual controller of the company that the filling return measures can be effectively implemented
In order to ensure that the company's measures to fill the diluted immediate return can be effectively implemented, the actual controllers of the company, Huang Shaoxiong and Xu Bing, made the following commitments:
"1. Do not interfere with the operation and management activities of listed companies beyond their authority, and do not encroach on the interests of listed companies.
2. From the date of issuance of this commitment to the completion of this transaction, when the securities regulatory authorities such as CSRC and Shenzhen stock exchange make clear provisions on the measures and commitments for filling returns, and the above commitments cannot meet the provisions of the securities regulatory authorities such as CSRC and Shenzhen Stock Exchange, It is promised that supplementary commitments will be issued in accordance with the latest provisions of securities regulatory authorities such as the China Securities Regulatory Commission and Shenzhen Stock Exchange.
3. If I violate the above instructions or refuse to perform the above instructions, I agree to impose relevant penalties or take relevant management measures on me in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as China Securities Regulatory Commission and Shenzhen Stock Exchange. "
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the expected dilution of the immediate return of the listed company, the measures to fill the immediate return and the commitments of the relevant commitment subjects, It complies with the provisions of several opinions of the State Council on further promoting the healthy development of the capital market, the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and the guiding opinions on matters related to initial public offering, refinancing and dilution and immediate return of major asset restructuring, which is conducive to protecting the legitimate rights and interests of small and medium-sized investors.
(no text below)
(there is no text on this page, which is the seal page of Citic Securities Company Limited(600030) special verification opinions on the diluted immediate return and filling measures of Beijing Beijing Compass Technology Development Co.Ltd(300803) science and Technology Development Co., Ltd. for this major asset restructuring) sponsor of Financial Consultant:
Li Xiaoli, Zhou Jiacheng, Yang zhenrui
Citic Securities Company Limited(600030) mm / DD / yyyy
